14 February 2006
Issues that TMBAM has clarified to unitholder in question
14 February 2006
President
The Stock Exchange of Thailand
(Translation)
ssues that TMBAM has clarified to the unitholder in question
1. With regards to the subleasing of the land where Central Plaza Rama II
Project is located, the CPNRF has decided to rent the said land from CPN
for a period of 20 years, dating up to August 15, 2025. This period of time
corresponds with the remaining period in which CPN's land leasing contract
with the landlord will be expired. However, the Fund has decided not to
lease the land located behind the shopping center which will be expired
in June 2030 due to reasons that it could not generate revenue.
The prospectus only states that the Fund will invest in the leasehold rights
of Central Plaza Rama II for 20 years. It does not contain the renewal
clauses of the land lease after 20 year period because the Fund is only
the subleasee to CPN who, in turn, is the leasee of the land to the landlord.
Specifically, the landlord has given the rights of contract life extension
to CPN, depending on the conditions negotiated between them. By law, this
right cannot be transferred to the Fund who acts as a sub-leasee.
2. In investment valuation Central Rama II and Central Rama III of
subleasehold rights, the Fund has used expected cash flow of the contract
period, discounted by a reasonable rate of return. Together with this
procedure, the Fund has commissioned American Appraisal (Thailand) Co. Ltd
and C.B. Richard Ellis (Thailand) Co. Ltd to appraise the value of the
projects. As mentioned above, the sublease price is not dictated by CPN
and therefore there is no issue regarding conflict of interests.
3. Besides, if Central Rama II's contract expires, the Fund has the rights,
not an obligation, to decide whether to renew the contract or not.
If the Fund wishes to renew the contract, it has to consider the projects
return and disclose the investment details, such as investment value, land
and utility leasing cost, rate of return for this new investment, rate of
return to the Fund unitholders if this new investment is to be included
into the Fund, other pros and cons of this new investment, and etc.
Moreover, the Fund must receive the majority votes (at least 50% of the
Fund unit holders) before being able to increase capital and execute
such new investment. The Fund also has to request authorization from
the SEC in revising the Fund scheme and produce a revised prospectus
that included the new project with the same level of details as that of
the original prospectus. This adheres to the SEC's regulations regarding
the information disclosure of public offering of the Property Fund Units.
Your sincerely,
Phiphat Phisanuwongrak