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Notes to the Financial Statements
12 DEBT SECURITIES
Forum convertible bonds
On 14 March 2011, TCT issued a convertible bond (“Forum CB”) with a notional amount of S$59.7 million to finance
the Trust’s acquisition of Huai Hai Mall and Central Avenue Mall.
The Forum CB is convertible by the bondholder into Units at a conversion price of $2.10 at any time on or after 40
days following 14 March 2011 up to seven business days prior to 17 September 2014 (subject to the satisfaction of
certain conditions), or if the Forum CB have been called for redemption before 17 September 2014, then up to seven
business days prior to the date fixed for redemption thereof. Based on the conversion price of $2.10 and the issue
value of $59.7 million, 28,428,571 conversion units may be allotted and issued by the Trustee-Manager in the event
of the full conversion of the Forum CB.
Unless previously redeemed (following the exercise of a Delisting/Change of Control Put Right), converted or purchased
and cancelled, the Trustee-Manager will redeem the Forum CB on 17 September 2014.
The Forum CB bears cash interest on the outstanding principal amount of the bond at the rate of 6.0% per annum. The
principal amount of a bond plus an additional amount necessary to result in a yield of 16.75% per annum, compounded
semi-annually (less all cash interest paid), shall be payable upon redemption on 17 September 2014.
Trio convertible notes
On 1 April 2011, TCT issued four tranches of convertible notes (“Trio CB”) with a notional amount of RMB7.0 million
each and a fifth tranche with a notional amount of RMB8.0 million to finance the Trust’s acquisition of Central Avenue
Mall. The aggregate notional amount of the Trio CB is RMB36.0 million, equivalent to approximately S$6.9 million.
The five tranches of convertible notes have the same interest rate of 6.0% per annum. The maturity dates of the five
tranches are 1 April 2012, 1 April 2013, 1 April 2014, 1 April 2015 and 1 April 2016 respectively.
Based on the conversion price of $2.80 and on the basis that the Singapore Dollar equivalent of the convertible notes
is $6.9 million, 2,475,000 conversion units may be allotted and issued by the Trustee-Manager in the event of the full
conversion of the Trio convertible notes. The convertible notes may only be converted in the amount set forth once a
year on the 30th business day after each anniversary of 1 April 2011, according to their tranches set out above. In the
event of non-conversion, the Trustee-Manager will redeem each tranche in full on the same 30th business day after
each anniversary of 1 April 2011, respectively.
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3/23/2012
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