Total Acquisition Cost. The pricing included in your Cost Proposal must be clearly understood, complete, and fully describe the total cost of acquisition (e.g., the cost of the proposed equipment, products, and services delivered and operational for its intended purpose in the Member’s location).
Total Acquisition Cost. Total Acquisition Cost of Proposed Shares and Notes Transactions (excluding Lease Extension Consideration and Call Option) The acquisition cost for the Proposed Shares and Notes Transactions (“Total Acquisition Cost”) is estimated to be approximately S$1,066.8 million (excluding the Lease Extension Consideration of S$350.0 million (if the Call Option is exercised)), comprising:
(i) the Purchase Consideration of approximately S$1,030.2 million (without the Land Tenure Lease Extension) subject to post-completion adjustments;
(ii) the acquisition fee (the “Acquisition Fee”) payable in Units1 to the REIT Manager pursuant to the Trust Deed for the Proposed Shares and Notes Transactions (the “Acquisition Fee Units”) of approximately S$10.2 million; and
(iii) the estimated stamp duty, professional and other fees and expenses of approximately S$26.4 million incurred or to be incurred by Xxxxxx XX REIT in connection with the Proposed Shares and Notes Transactions. The Acquisition Fee of S$10.2 million (excluding acquisition fee in connection with the Lease Extension Consideration of S$350.0 million (if the Call Option is exercised)) is computed based on the aggregate of:
(i) S$5.0 million, being 1.0% of 49.0% of the Agreed KDC SGP 7 and 8 Value (as Keppel DC REIT holds 49% of the shares of Memphis 1, the value used is the underlying real estate value, being the Agreed KDC SGP 7 and 8 Value); and
(ii) S$5.2 million, being 1.0% of 51.0% of the New Class A Notes Subscription Amount and 1.0% of 50.49% of the New Class B Notes REIT Subscription Amount (as Keppel DC REIT does not hold the balance 51% of Memphis 1, the value used is the investment amount of the New Class A Notes Subscription Amount and the New Class B Notes REIT Subscription Amount).
