SET Announcements

Amendment of Details of Fund Management Project CPNRF

20 October 2009


No. Jor Thor. 3-2009002

20 October 2009

Subject: Amendment of Details of Fund Management Project CPN Retail Growth Leasehold Property Fund

Attention: President The Stock Exchange of Thailand

Whereas, the Office of the Securities and Exchange Commission (the 'Office') was notified of the amendment of details of the Fund Management Project, as approved by the Unitholders to ensure that the Project is in line with or beneficial to the capital increase of the Fund for additional investment in properties of the Central Plaza Pinklao Project, including the change of management company and other matters, in order that the Project details contain up-to-date and precise information. The Office approved the amendment thereto with respect to the form of documents of rights in investment unit, the dividend payment, distribution of property of the Fund upon its dissolution, and compliance with the law governing anti-money laundering, as per SEC Letter No. Nor. 2125/2552, dated 8 October 2009.

The SCB Assets Management Co. Ltd.(the 'Management Company') would like to notify the summary of the details of the amended Project in order to be in accordance with the approval of the Unitholders as of 17 August 2009, and Notification of the Office No. Sor.Nor. 25/2552 re: Criteria, Conditions and Procedures for Establishment and Management of the Property Fund and other relevant notifications and to be in-line with the operation of the Management Company as follows:

Definitions: Addition of the definitions of 'Prospectus', 'Qualified Persons', 'General Subscribers', 'Specific Subscribers', 'Institutional Investors', 'Property Fund Manager', 'Fund Manager', 'Advisors', 'Appraisal Firm', 'Affiliated Company', 'Persons in the Same Group','Connected Persons', 'Appraisal Report', 'Central Plaza Pinklao Project,' 'Central Plaza Rama II Shopping Complex Project' and Central Plaza Ratchada-Rama III Shopping Complex Project.'

Capital of the Project, Number, Type, Price of the Investment Units Offered and the Minimum Subscription Amount: Amendment of the total capital of the Project to be not exceeding Baht 15,764 million, or the number of investment units offered not exceeding 1,638,100,000 units, and Addition of additional capital not exceeding Baht 4,849 million, or the number of investment units not exceeding 546,600,000 units; the additional offering price of Baht 8.90 per unit; and the minimum subscription amount of 5,000 units and multiples of 100 units, the additional investment units being offered to existing Unitholders in the proportion of 1 existing investment unit per 0.2505 newly-issued investment units.

Details of Investment Policy: Addition of details of the first additional property and summary of the draft agreement pertaining to the invested property, being the properties of Central Plaza Pinklao Project, with an investment value of no more than Baht 5,680 million derived from the offering of additional investment units not exceeding Baht 4,849 million and a loan of Baht 1,000 million; and details of the original invested properties, being the property of Central Plaza Rama II Shopping Complex Project and Central Plaza Ratchada-Rama III Shopping Complex Project.

Names, Addresses, and Telephone Numbers of the Financial Advisors and the Underwriter: Addition of the names of the underwriter, namely Siam Commercial Bank Public Company Limited, and the Financial Advisors, namely Macquarie Securities (Thailand) Limited and Kim Eng Securities (Thailand) Public Company Limited, for the first capital increase for the investment in additional properties.

Name, Address. and Telephone Number of the Underwriter or Agent: Addition of the condition on appointment of the Underwriter or the Agent for the first capital increase for the investment in additional properties.

Appraisal Firms: Addition of names of the Appraisal Firms, namely Thai Property Appraisal Lynn Phillips Co. Ltd. and 15 Business Advisory Limited, for the first capital increase for the investment in additional properties.

Investment Units Offering: Addition of the dates of offer of the investment units to existing Unitholders, being 16-22 October 2009 for not less than 273,300,000 allotted investment units, and for Qualified Persons and/or General Investors, being 16-27 October 2009 for not more than 273,300,000 allotted investment units, in both cases with an offering price at Baht 8.90 per unit; and details of the subscription procedures for each type of investors,

Procedures for Allocation of Investment Units, Increase and Decrease of Registered Capital of the Fund, and Rights, Duties, and Responsibilities of the Management Company: Amendment of the Project details in accordance with the resolution of the Unitholders and the notifications of the Office.

Fees and Expenses Collected from the Fund: Addition of commission fee for procuring tenants and dealing with all types of tenants of the Fund upon execution of a lease contract with a new tenant, or renewal of all kinds of contracts in the case of a tenant in the office building of the Property Manager, as per the resolution of the Unitholders.

The Management Company amended the Project details in accordance with the Notification of the Office in relation to (1) investment criteria, (2) unitholding restrictions, (3) the Investment Committee of the Fund, (4) the Property Manager, (5) the Allotment of Investment Units to persons or persons in the same group in excess of one-third of the total number of investment units offered, (6) preparation of reports for the Office of the Securities and Exchange Commission and the Unitholders, (7) property appraisal and property appraisal reviews, (8) rights to receive dividends, (9) amendment of the Project or procedures in connection with additional conditions for convention of Unitholders' meetings, (10) dissolution of the Project,(11) operation of the Management Company upon the dissolution of the Project, and (12) other matters relevant to compliance with the law governing the anti-money laundering. The Management Company also amended the details of the Project to be consistent with the operation of the Management Company in respect to (13) the form of documents of rights in investment unit,(14) conditions on the issuance of documents of rights in investment unit, and (15) the policy and procedures for the payment of dividends to Unitholders. The details of the amendment of the Project are available on the website of the Management Company.

For your acknowledgement.

Yours sincerely
SCB Asset Management Co. Ltd.

(Jotika Savananonda)
Managing Director

Attachment