06 October 2006
Closing of Regiser book for Capital Increase CPNRF
(Translation)
No. TT/IM 223/2006
5 October 2006
Re: Notification of Resolution of the Investment Committee for the
Closing of the Register Book to Suspend the Transfer of Investment
Units for Determining of the Right of the Unitholders to Attend the
Unitholders' Meeting for considering the Capital Increase of CPN Retail
Growth Property Fund (CPNRF)
To: The President
The Stock Exchange of Thailand
The Investment Committee of CPN Retail Growth Property Fund
(CPNRF) (the 'Fund') by TMB Asset Management Company Limited
(the 'Management Company') would like to inform that, for carrying out
the objectives of the establishment of the Fund to mobilize funds to
purchase or lease out real properties and procure benefits therefrom
in order to generate income and returns to the Fund and the unitholders,
the Investment Committee has passed resolutions on 5 October 2006
that the Fund increase its investment in the commercial properties or
real properties in the type of shopping complex and/or retails and/or
other type of real properties as specified in the Fund Management
Project. The additional real properties determined for this investment
will be the shopping complex (partial) and offices buildings located in
Central Plaza Pinklao Project.
In this regard, the Management Company expects to increase the
capital of the Fund for not exceeding Baht 7,265,000,000 by issuing the
additional investment units in the number not exceeding 691,000,000
units, which the value of the investment units to be issued and sold
shall be determined by a bookbuilding process, taking into account
amongst other things,CPNRF's Investment Units trading price on the
Stock Exchange of Thailand (the 'SET') during the period when the
additional Investment Units are issued and offered for sale, the
general condition of the market and market's feedback and demand.
The additional Investment Units allotted in the Rights Offering and those
allotted in the private placement shall be of the same price. The
Management Company plans to offer the new investment units in the
proportion of 50 percent of the total additional investment units to the
existing unitholders whose names appear in the unitholders' register
book ('Rights Offering') and to offer the remaining additional investment
units under a private placement ('Private Placement') to investors who
are the owners of the real properties in which the Fund wishes to invest
and/or the owners' related persons, institutional and other investors
and/or specific investors who are unrelated to the owners and
are not connected persons under the relevant notification of the Board
of Governors of the Stock Exchange of Thailand.
Should there be any additional investment units remaining from the
Rights Offering, the Management Company will allot them on a private
placement basis to the owners of the real property in which the Fund
wishes to invest and/or the owners' related persons, institutional and
other investors and/or specific investors who are unrelated to the owners
and are not connected persons under the relevant notification of the Board
of Governors of the Stock Exchange of Thailand who subscribe for such
investment units. In regards of the capital increase of the Fund and
consideration of investment in the shopping complex and office buildings in
Central Plaza Pinklao Project. The Investment Committee has assigned
the Fund Manager to study its feasibility and appropriateness in order to
propose to the unitholders' meeting for consideration.
In this regard, the Management Company may consider calling a
unitholders' meeting or seek resolutions from the unitholders through
circular notice to unitholders by 8 November 2006, and the
following matters will be proposed to unitholders for consideration:
Agenda 1. To consider and approve the increase of the Fund's capital
by not exceeding Baht 7,265,000,000 through the issuance and offer for
sale of not exceeding 691,000,000 additional Investment Units, the method
of determination of the price of the Investment Units to be offered for sale,
the investment in the shopping complex (partial) and office buildings located
in Central Plaza Pinklao Project, the allotment of the additional Investment
Units and listing of the new Investment Units on the Stock Exchange of Thailand
Agenda 2. To consider the amendment of the contents in the Fund
Management Project as necessary and relevant to the capital increase for
the purpose of the additional investment of the Fund
Agenda 3. To consider the amendment of the Fund Management
Project to be suitable with the Fund's current operation.
Agenda 4. Others (if any)
The Management Company will arrange to send the invitation letter or
circular notice to unitholders requesting for resolutions, together with
relevant attachments, to the unitholders.
In addition, the Fund has determined the closing date of the
unitholders' register book to suspend the transfer of investment units for
determining the right of unitholders to attend the unitholders' meeting
or right to pass resolution pursuant to circular notice on 19 October
2006 from 12.00 noon onwards until the meeting is adjourned.
The Fund hereby notifies the date of the closing of the unitholders' register
book on 19 October 2006 at 12.00 noon onwards until the meeting is
adjourned or after the resolutions have been passed.
Please be informed accordingly.
Yours faithfully,
Phiphat Phisanuwongrak
Authorized Signature