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PLEASE READ THE IMPORTANT INFORMATION BELOW CAREFULLY. BY ACCESSING THIS SITE AND ANY PAGES THEREOF, YOU AGREE TO BE BOUND BY THE TERMS CONTAINED IN THE IMPORTANT INFORMATION BELOW.
IF YOU DO NOT AGREE TO THE TERMS BELOW, PLEASE DO NOT ACCESS THIS SITE, OR ANY PAGES THEREOF.
Important Information
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The Whitewash Resolution
Governing Law And Jurisdiction
This Website
Website Links
Use of Information And Materials
Exclusion Of Liability
Software Applications Accessible From This Site
Copyright And Trademarks
Third Parties Rights
No Warranty
Privacy |
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The Whitewash Resolution
At an Extraordinary General Meeting held on 4 June 2010, the holders of units of Starhill Global REIT (“Units”, and the holders of Units, “Unitholders”) approved, inter alia, (i) the acquisitions by Starhill Global REIT of Starhill Gallery and Lot 10 Property from Maybank Trustees Berhad (previously known as Mayban Trustee Berhad), as trustee of Starhill Real Estate Investment Trust (“Starhill REIT” and the trustee of Starhill REIT, the “Vendor”) (the “Acquisitions”) and (ii) a Whitewash Resolution (as defined below).
In connection with the Whitewash Resolution, the disclosures required under Note 2 of Section 2 of Appendix 1 of the Singapore Code on Take-overs and Mergers (the “Code”), are set out below: |
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the Unitholders approved a whitewash resolution waiving their rights to receive a mandatory offer made pursuant to Rule 14 of the Code from YTL Corporation Berhad (“YTL”) and parties acting in concert with YTL (the “Concert Parties”) for all the remaining issued Units not already owned or controlled by them, in the event that any of them incur a mandatory bid obligation under the Code as a result of: |
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- the Vendor and/or any one or more subsidiaries of Starhill REIT or other entities within the YTL Group (YTL and/or its subsidiaries) acquiring such number of Units issued pursuant to the conversion of convertible preferred units (“CPUs” and the Units issued pursuant to the conversion of CPUs, the “Conversion Units”); and
- the receipt in Units of the acquisition fee (“Acquisition Fee Units”) in relation to the Acquisitions by YTL Starhill Global REIT Management Limited, the manager of Starhill Global REIT (the “Manager”), in its own capacity.
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(the “Whitewash Resolution”).
The Whitewash Resolution is subject to the acquisition of the CPUs and the payment of the Acquisition Fee Units being completed within 3 months of the date of approval of the Whitewash Resolution being 4 June 2010 and the acquisition of the Conversion Units upon the conversion of the CPUs being completed within five years of the date of the issue of the CPUs being 28 June 2010; |
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as at 25 April 2013 (the “Latest Practicable Date”), YTL and the Concert Parties hold in aggregate: |
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- 570,777,885 Units representing approximately 29.38% of voting rights in Starhill Global REIT (the computation of percentage voting rights is based on the total number of Units in issue, as at the Latest Practicable Date, being 1,943,023,078); and
- 173,062,575 CPUs;
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the maximum potential voting rights of YTL and the Concert Parties in Starhill Global REIT, assuming that they exercise their CPUs in full is approximately 37.09% of the total number of Units in issue as at the Latest Practicable Date (including all Units converted from the CPUs); |
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having approved the Whitewash Resolution on 4 June 2010, Unitholders have waived their rights to a mandatory offer from YTL and the Concert Parties at the highest price paid by YTL and the Concert Parties for Units in the six months preceding the commencement of the offer; and |
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having approved the Whitewash Resolution on 4 June 2010, Unitholders could be foregoing an opportunity to receive a general offer from another person who may be discouraged from making a general offer in view of the potential dilution effect of the CPUs and the Acquisition Fee Units. |
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Governing Law And Jurisdiction
By accessing this website and obtaining the facilities, products or services offered through this website, you agree that Singapore law shall govern such access and the provision of such facilities, products and services and you agree to submit to the exclusive jurisdiction of the Singapore courts. |
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This Website
This website is operated by and on behalf of YTL Starhill Global REIT Management Limited (CRN 200502123C) and its related bodies corporate (the YTL Starhill Global Group).
The information on this site is subject to change without notice and, accordingly, the YTL Starhill Global Group recommends that you make direct contact with YTL Starhill Global Group staff before acting upon material on this site.
The information on this internet site is not an offer or solicitation for the purchase of securities, units or investments, unless expressly stated otherwise. While YTL Starhill Global Group provides the information in good faith, it accepts no responsibility for the accuracy, completeness or timeliness of the information.
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Website Links
This site may contain links to other websites operated by entities which do not belong to the YTL Starhill Global Group. These links have been provided solely for you to obtain further information about other relevant products and entities in the market. The YTL Starhill Global Group has no control over the information on these sites or the products or services on them, and therefore makes no representations regarding the accuracy or suitability of the information, services, or products described on them. You are advised to make your own enquiries in relation to third parties described or linked on this site. Inclusion of a link to a third party site should not be construed as that party's endorsement of this site.
By linking to sites operated by third parties, the YTL Starhill Global Group is not authorising the reproduction of any material on such sites, as such material may be the subject of intellectual property rights.
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Use Of Information And Materials
The content, information and materials contained in these pages - and in particular the terms, conditions, and descriptions that appear - are subject to change. Not all products and services are available in all geographic areas. Your eligibility for particular products and services offered by the YTL Starhill Global Group is subject to YTL Starhill Global Group's final determination and acceptance.
The information provided herein is strictly for general information only and are not to be relied upon as representations or warranties of any kind relating to any products/services offered by the YTL Starhill Global Group or constitute an offer to sell any such product/services or as opinion or recommendation that you should make a purchase or investment on these products/services. You are strongly advised to conduct your own research and due diligence to verify the facts and opinions herein contained, including obtaining professional advice where necessary before making any purchase or investment.
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Exclusion Of Liability
In no event will YTL Starhill Global Group be liable for any damages, including without limitation direct or indirect, special, incidental, or consequential damages, losses or expenses arising in connection with this site or use thereof or inability to use by any party, or reliance on the contents of this site, or in connection with any failure of performance, error, omission, interruption, defect, delay or failure in operation or transmission, computer virus or line or system failure, even if YTL Starhill Global Group an/or its representatives are advised of the possibility of such damages, losses or expense. |
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Software Applications Accessible From This Site
Some of the software programs that may be downloaded via links from this site are products belonging to third parties. You use such third party software at your own risk. Such software is likely to be subject to licensing terms imposed by the owner of the software.
To the full extent permitted by law, the YTL Starhill Global Group excludes all liability in relation to using or downloading any software (third party or otherwise) that may be accessed from this site. The YTL Starhill Global Group makes no representations and provides no warranties in relation to such software. In particular, to the full extent permitted by law, the YTL Starhill Global Group excludes all liability for any damage (including, without limitation, loss of data, interruption to business and loss of profits) resulting from viruses or any other consequence of using or downloading any software (third party or otherwise) accessible via this site.
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Copyright And Trademarks
The YTL Starhill Global Group is either the owner or licensed user of the copyright in the materials on this site. You may not reproduce, adapt, upload, link, frame, broadcast, distribute or in any way transmit the material on this site without the written consent of the YTL Starhill Global REIT Management Limited, other than to the extent necessary to view the material or as permitted by law. |
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No Warranty
The content, information and materials contained in this site, including all text, graphics, links or other items - are provided "as is", "as available" and without warranties of any kind. The YTL Starhill Global Group does not warrant the accuracy, adequacy or completeness of the information and materials and expressly disclaims all liability for any errors or omissions therein. No warranties of any kind, implied, express or statutory, including but not limited to the warranties of non-infringement of third party rights, title, merchantability, fitness for a particular purpose and freedom from computer virus, are given in conjunction with the information and materials. |
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Third Parties Rights
No person shall have any right pursuant to the Contracts (Right of Third Parties) Act 2001 to enforce any of the terms and conditions in this section.
The reference to a person, in this clause includes any individual, company, corporation, firm, partnership, joint venture, association, organisation, trust, state or agency of a state (in each case, whether or not having separate legal personality).
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Privacy
The YTL Starhill Global Group is committed to protecting your personal information and recognises that your privacy is important.
The following is a summary of the privacy principles that the YTL Starhill Global Group will apply in respect of Starhill Global REIT:
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| Whenever it is reasonable and practicable to do so, we only collect information about you directly from you which is reasonably necessary to: |
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provide you quality products or services |
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consider applications and approaches you make to us |
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maintain your contact details. |
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| We and our agents (for example, our registry) generally hold personal information relating to: |
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the products and services we provide or have provided to you |
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your contact details. |
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| We only use and disclose personal information about you for the purpose for which it was disclosed to us or related purposes which would reasonably be expected in connection with our business. |
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We take all reasonable steps to ensure that information we hold is as accurate as is possible and held in a secure environment. If you visit the YTL Starhill Global Group's website to browse, read or download information, our system will need to log these movements. These web site logs are not personally identifiable and we will make no attempt to link them with the individuals who browse the site.
If you have any questions regarding handling of personal information received by us, please contact us. contact us.
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