We refer to Atrium REITs announcements dated 1 November 2018, 14 December 2018, 21 December 2018 and 17 January 2019 in relation to the Proposed Acquisitions.
On behalf of the Board of Directors of the Manager, UOBKH wishes to announce that the Trustee (on behalf of Atrium REIT), had, on 12 February 2019, entered into the following agreements with the Vendor:-
- a put and call option agreement (Option Agreement) for the option to enter into a conditional sale and purchase agreement (SPA 1) (Option) and leaseback agreement for the proposed acquisition and leaseback of 2 pieces of leasehold land known as Lot No. 2027 and Plot No. 203, both in Mukim 12, Daerah Barat Daya, Pulau Pinang held under Pajakan Negeri 2850 and H.S.(D) 14852 respectively, together with the factory and all buildings erected thereon (Property 1) from the Vendor for a cash consideration of RM50.0 million (Proposed Acquisition 1). For avoidance of doubt, the Trustee, on behalf of Atrium REIT, will enter into the SPA 1 and undertake the Proposed Acquisition 1 upon the exercise of the Option under the Option Agreement, which is subject to amongst others, the Certificate of Completion and Compliance (CCC) and/or Certificate of Fitness for Occupation (CFO) for Property 1 being obtained by the Vendor. Hence, for the purposes of undertaking the Proposed Acquisition 1, Atrium REIT will also seek approval from its unitholders at the unitholders meeting to be convened to exercise the Option and undertake the Proposed Acquisition 1 upon the Vendor obtaining the CCC/CFO for Property 1; and
- a conditional sale and purchase agreement for the proposed acquisition of a lease arrangement in respect of a piece of leasehold land known as Lot No. 70812, Mukim 12, Daerah Barat Daya, Pulau Pinang held under Pajakan Negeri 9036 (Lease) together with the factory and all buildings erected thereon (Property 2) from the Vendor for a cash consideration of RM130.0 million (SPA 2) (Proposed Acquisition 2). Concurrently with the execution of the SPA 2, the Trustee and Lumileds had also on even date signed in escrow the leaseback agreement whereby the Trustee shall sub-lease Property 2 to the Vendor for a period of 15 years from the completion of SPA 2 (Completion Date) (Leaseback Agreement 2). The Leaseback Agreement 2 shall take effect on the Completion Date.
In conjunction with the Proposed Acquisitions, the Board also proposes to undertake the following fund raising exercises:-
- proposed placement of up to 24,360,200 new units in Atrium REIT (Units), representing up to 20% of the total number of Units in Atrium REIT of 121,801,000 Units at an issue price to be determined later (Proposed Placement); and
- proposed renounceable rights issue of up to 58,464,480 new Units (Rights Units) to the unitholders of Atrium REIT on the basis of 2 Rights Units for every 5 existing Units after the completion of the Proposed Placement at an issue price to be determined later (Proposed Rights Issue).
Further details on the Proposals are set out in the attachment below.
This announcement is dated 12 February 2019.