140
FRASERS HOSPITALITY TRUST ANNUAL REPORT 2015
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL PERIOD FROM 20 JUNE 2014 (DATE OF CONSTITUTION) TO 30 SEPTEMBER 2015
1.
GENERAL (CONT’D)
(a)(i) REIT Manager’s management fees (cont’d)
The REIT manager may elect to receive the Base Fee and Performance Fee in cash or Stapled Securities,
or a combination of cash and Stapled Securities. Any portion of management fees payable in the form
of Stapled Securities shall be payable quarterly in arrears (in relation to the Base Fee) or semi-annually
(in relation to the Performance Fee) in arrears and any portion of management fees payable in cash shall
be payable monthly in arrears (in relation to the Base Fee) or semi-annually in arrears (in relation to the
Performance Fee).
As provided for in the FH-REIT Trust Deed, the price of a Stapled Security issued shall be computed based
on the volume weighted average price of a Stapled Security for the last 10 business days immediately
preceding the relevant period in which the fees accrue.
Any increase in the rate or any change in the structure of the REIT Manager’s management fees must be
approved by an Extraordinary Resolution at a meeting of the holders of FH-REIT Units duly convened and
held in accordance with the provisions of the FH-REIT Trust Deed.
The REIT Manager’s change in its election to receive cash or Stapled Securities or a combination
of cash and Stapled Securities is not considered as a change in the structure of the REIT Manager’s
management fees.
(ii)
Acquisition fee and divestment fee payable to the REIT Manager
The REIT Manager is entitled to:
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lower percentage as may be determined by the REIT Manager in its absolute discretion) of any of
the following as is applicable (subject to there being no double-counting):
(i)
the acquisition price of any real estate (excluding stamp duty) purchased by FH-REIT,
whether directly or indirectly through a holding of shares, units or any other interests in
one or more Special Purpose Vehicles (“SPVs”), plus any other payments in addition to
the acquisition price made by FH-REIT or its SPVs to the vendor in connection with the
purchase of the real estate (pro-rated if applicable to the proportion of FH-REIT’s interest);
(ii)
the underlying value of any real estate which is taken into account when computing the
acquisition price payable for the equity interests of any vehicle holding directly or indirectly
the real estate, purchased by FH-REIT, whether directly or indirectly through a holding of
shares, units or any other interest in one or more SPVs, plus any other payments made by
FH-REIT or its SPVs to the vendor in connection with the purchase of such equity interests
(pro-rated, if applicable to the proportion of FH-REIT’s interest); or
(iii)
the acquisition price of any investment purchased by FH-REIT, whether directly or indirectly
through one or more SPVs, in any debt securities of any property corporation or other SPV
owning or acquiring real estate or any debt securities which are secured whether directly
or indirectly by the rental income from real estate.
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counting):
(i)
the sale price of any real estate sold or divested by FH-REIT, whether directly or indirectly
through one or more SPVs, plus any other payments in addition to the sale price received
by FH-REIT or its SPVs from the purchaser in connection with the sale or divestment of the
real estate (pro-rated if applicable to the proportion of FH-REIT’s interest);
(ii)
the underlying value of any real estate which is taken into account when computing the
sale price for the equity interests in any vehicle holding directly or indirectly the real estate,
sold or divested by FH-REIT, whether directly or indirectly through one or more SPVs, plus
any other payments received by FH-REIT or its SPVs from the purchase in connection with
the sale or divestment of such equity interests (pro-rated if applicable to the proportion of
FH-REIT’s interest); or
