129
128
STARHILL
GLOBAL
REIT
Annual
Report
FY 2014/15
Additional
Information
RELATED PARTY TRANSACTIONS BETWEEN STARHILL GLOBAL REIT AND RELATED PARTIES
Name of related party
Aggregate value of related party
transactions during the financial
period under review
(excluding transactions less than
S$100,000
(1)
and transactions
conducted under unitholders’
mandate pursuant to Rule 920)
Aggregate value of related party
transactions during the financial
period under review under
unitholders’ mandate
pursuant to Rule 920
(excluding transactions
less than S$100,000)
S$’000
S$’000
HSBC Institutional Trust Services (Singapore) Limited
Trustee fees
(5)
683
–
YTL Corporation Berhad and
its subsidiaries and associates
Extension of property management agreement
(2)
30,749
–
Management fees
(3)(5)
and reimbursements
(4)(5)
20,947
–
Property management fees and reimbursements
(5)
8,466
–
Managing agent and ancillary service fees
(6)
4,267
–
Rental income
(7)
4,003
–
Acquisition fee
(5)(8)
3,048
–
Servicer fees
(5)
1,487
–
Project management fee
(9)
389
–
Divestment fee
(5)(10)
64
–
Total
74,103
–
Notes:
(1)
Save for the divestment fee.
(2)
Relates to the extension of the appointment of the Property Manager, as the property manager of Ngee Ann City Property and Wisma Atria Property for a further
term of five years from 20 September 2015 on the same terms and conditions as contained respectively in the Ngee Ann City property management agreement
and the Wisma Atria property management agreement (both dated 17 August 2005, as amended) between (i) the Trustee (as trustee of Starhill Global REIT),
(ii) the Manager and (iii) the Property Manager, which extension was disclosed in the Manager’s announcement dated 13 May 2015. The amount disclosed is
based on an estimate of the total property management fees, reimbursements and leasing commission to be paid to the Property Manager for the entire five year
extension period, which depends, among others, on the gross revenue from the operations of the properties, the base rent and the period of the leases secured
during such period. The total estimated fees, reimbursements and commission to be paid was aggregated for purposes of Rules 905 and 906 of the SGX-ST
listing manual in FY 2014/15. Accordingly, such fees and expenses will not be subject to aggregation under Rules 905 and 906 of the SGX-ST listing manual in
future financial years, to the extent that there is no subsequent change to the rates and/or basis of determining such fees and expenses.
(3)
The Manager has elected to receive 100% of its base management fees in cash during the 18 months ended 30 June 2015.
(4)
Relates to the non-deal road show expenses of approximately S$155,000 paid to the Manager during the 18 months ended 30 June 2015.
(5)
The fees and charges payable by Starhill Global REIT under the Starhill Global REIT Trust Deed dated 8 August 2005 (as amended) and the Ngee Ann City property
management agreement and the Wisma Atria property management agreement (both dated 17 August 2005, as amended) (save for the extension described in
Note 2 above) are deemed to have been specifically approved by Unitholders upon subscription of Units and are therefore not subject to Rules 905 and 906 of the
SGX-ST listing manual to the extent that there is no subsequent change to the fees (or the basis of determining the fees) charged under each of these agreements,
which will adversely affect Starhill Global REIT. In addition, the entry into the Servicer Agreement dated 6 May 2010 in relation to the acquisition of Starhill Gallery
and Lot 10 Property was approved by Unitholders at the extraordinary general meeting held on 4 June 2010 and the servicer fees payable thereunder will not be
subject to Rules 905 and 906 of the SGX-ST listing manual, to the extent that there is no subsequent change to the rates for such fees.
(6)
Relates to the total contract sum entered into during the 18 months ended 30 June 2015.
(7)
Rental income is for the entire period of the lease.
(8)
Comprises acquisition fee paid to the Manager of 1.0% of the purchase price of the acquisition of Myer Centre Adelaide during the 18 months ended 30 June 2015,
details of which are contained in the Manager’s announcements dated 20 April 2015 and 18 May 2015.
(9)
Relates to the appointment of the Property Manager for project management services relating to the capital upgrading works for the common area of
Wisma Atria.
(10)
Comprises divestment fee paid to the Manager of 0.5% of the sale price of the divestment of Holon L during the 18 months ended 30 June 2015, details of which
are contained in the Manager’s announcement dated 19 March 2014.
SUBSTANTIAL UNITHOLDINGS
As at 28 August 2015
Name
Direct interest
Deemed interest
No. of Units
%
(1)
No. of Units
%
(1)
YTL Hotels & Properties Sdn Bhd
130,140,379
(2)
5.97
–
–
Starhill Global REIT Investments Limited
539,840,000
(3)
24.75
–
–
YTL Cayman Limited
18,000,000
(4)
0.83
552,777,885
(5)
25.34
YTL Corporation Berhad
80,054,810
(6)
3.67
728,904,432
(7)
33.42
Yeoh Tiong Lay & Sons Holdings Sdn Bhd
–
–
808,959,242
(8)
37.09
Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay
–
–
808,959,242
(8)
37.09
AIA Singapore Private Limited
161,070,000
(9)
7.38
–
–
AIA Company Limited
14,448,000
(10)
0.66
168,463,000
(11)
7.72
AIA Group Limited
–
–
182,911,000
(12)
8.39
(1)
The percentage interest is based on total issued Units of 2,181,204,435 as at 28 August 2015.
(2)
This relates to the 130,140,379 Units held through nominee, Raffles Nominees (Pte) Limited.
(3)
This relates to the 389,840,000 Units held through nominee, Raffles Nominees (Pte) Limited, and 150,000,000 Units held through nominee, DBS Nominees
(Private) Limited.
(4)
This relates to the 18,000,000 Units held through nominee, Raffles Nominees (Pte) Limited.
(5)
Deemed interest in 539,840,000 Units held by Starhill Global REIT Investments Limited (“SGRIL”) and 12,937,885 Units held by YTL Starhill Global REIT
Management Limited (“YSGRM”).
(6)
This relates to 80,054,810 Units held through nominee, Raffles Nominees (Pte) Limited.
(7)
Deemed interest in 539,840,000 Units held by SGRIL, 18,000,000 Units held by YTL Cayman Limited, 12,937,885 Units held by YSGRM, 130,140,379 Units held by
YTL Hotels & Properties Sdn Bhd (“YTLHP”) and 27,986,168 Units held by Business & Budget Hotels (Penang) Sdn Bhd (“BBHP”).
(8)
Deemed interest in 80,054,810 Units held by YTL Corporation Berhad, 539,840,000 Units held by SGRIL, 18,000,000 Units held by YTL Cayman Limited,
12,937,885 Units held by YSGRM, 130,140,379 Units held by YTLHP and 27,986,168 Units held by BBHP.
(9)
This relates to the 161,070,000 Units held by AIA Singapore Private Limited through Citibank Nominees Singapore Pte Ltd.
(10)
This relates to the 5,448,000 Units held by AIA Company Limited and 9,000,000 Units held by AIA Company Limited, Brunei Branch through Citibank Nominees
Singapore Pte Ltd.
(11)
Deemed interest in 161,070,000 Units held by AIA Singapore Private Limited through Citibank Nominees Singapore Pte Ltd and 7,393,000 Units held by
AIA International Limited.
(12)
Deemed interest in 161,070,000 Units held by AIA Singapore Private Limited through Citibank Nominees Singapore Pte Ltd, 7,393,000 Units held by AIA
International Limited, 5,448,000 Units held by AIA Company Limited and 9,000,000 Units held by AIA Company Limited, Brunei Branch through Citibank
Nominees Singapore Pte Ltd.
UNITHOLDINGS OF THE DIRECTORS OF THE MANAGER
As at 21 July 2015
Name of Director
Direct interest
Deemed interest
No. of Units
%
(1)
No. of Units
%
(1)
Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping
–
–
–
–
Ho Sing
100,000
–
(2)
54,000
(3)
–
(2)
Dato’ Yeoh Seok Kian
–
–
–
–
Keith Tay Ah Kee
1,000,000
0.05
–
–
Hong Hai
800,000
0.04
–
–
Michael Hwang
100,000
(4)
–
(2)
–
–
Notes:
(1)
The percentage interest is based on total issued Units of 2,181,204,435 as at 21 July 2015.
(2)
Less than 0.01%.
(3)
Deemed interest by virtue of 54,000 Units held by Ms Tay Soo Sien, the spouse of Mr Ho Sing.
(4)
This relates to the 100,000 Units held through nominee, UBS AG.
FREE FLOAT
Under Rule 723 of the listing manual of SGX-ST, a listed issuer must ensure that at least 10% of its listed securities are at all times
held by the public. Based on information made available to the Manager as at 28 August 2015, approximately 54% of the Units were
held in the hands of the public. Rule 723 of the listing manual of SGX-ST has accordingly been complied with.
Statistics of
Unitholders
As at 28 August 2015
