Article 48: Offering Requirements for REITs

Article 48: Offering Requirements for REITs

a) A fund manager seeking to offer a REIT fund units on the Exchange must submit its application to the Authority, including the information required as per these Regulations. It shall, simultaneously, submit an application to the Exchange to list such units in accordance with the Listing Rules.

b) In addition to the requirements set forth in Article (7) of these Regulations, the fund's terms and conditions must include all necessary information to enable the potential unitholders to make an informed judgment based on sufficient information regarding the investment offered to them. This application shall contain the information provided in Annex (2) of these Regulations.

c) When submitting an application for offering, the fund manager must provide the Authority with the followings:

1) Binding agreement to sell the real estate subject of investment or a binding agreement to transfer the real estate's interest, where the fund is investing in usufruct rights, as determined in the fund's terms and conditions, upon the completion of the fund units offering and before its listing.

2) Memorandum of understanding between the Fund Manager, the developer, and the engineering office, (where applicable).

3) Memorandum of understanding between the fund manager and the company responsible for the property management or the lease contract, if agreed that the lessee is responsible for managing the property, as the case may be.

4) Name of one receiving agent, at least.

d) When submitting an application for offering, the returns from any lessee must not exceed (25%) of the fund's total returns.

e) The fund manager may not offer units to the public without making prior arrangements for listing those units on the Exchange in accordance with the Listing Rules.

f) The approval of the application for offering will only be given by the Authority if:

1. the Authority has received a notification from the Exchange of the Exchange's conditional approval of the corresponding application for listing pursuant to the Listing Rules;

2. the conditional approval mentioned under sub-paragraph (1) of paragraph (f) of this part has not been withdrawn by the Exchange; and

3. the Authority is satisfied that the information contained in the terms and conditions is complete and fulfills the requirements of the Capital Market Law and its Implementing Regulations.

g) The fund manager must transfer the ownership of the real estate to be acquired or the right to its utility for the interest of the fund and to list the offered units on the Exchange within a period not more than (60) days from the end of the offering period.