06 October 2006
Capital Increase Report Form (CPNRF)
(Translation)
Capital Increase Report Form
CPN Retail Growth Property Fund (CPNRF)
5 October 2006
We, TMB Asset Management Co., Ltd. (the Management Company) the
management company of CPN Retail Growth Property Fund (CPNRF)
(the FUND), hereby report the purpose of the capital increase and
the allotment of newly issued investment units of the FUND as follows:
1. Capital Increase:
The Management Company plans for the capital increase of
the FUND for an additional value of not exceeding Baht 7,265,000,000
from the existing capital of Baht 10,915,000,000 to the new capital
of not exceeding Baht 18,180,000,000, by issuing and offering for
sale of the new investment units in the number of not exceeding
691,000,000 units.
2. Allotment of new investment units:
The Management Company expects to allot the new investment units in
the number of not exceeding 691,000,000 units totalling Baht
7,265,000,000, at the value of the investment units to be offered
for sale to 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, , details of which are as follows:
2.1 Allotment details of the new investment units
The Management Company expects to allot the additional
investment units in the number of not exceeding 691,000,000
units in 2 portions as follows:
Portion 1: 50 percent of the total additional investment
units shall be offered for sale to exiting unitholders whose
names appeared in the unitholders register book
Portion 2: The remaining Investment Units shall be
offered for sale on a private placement basis to owners of the
real properties to be invested by the Fund and the related
persons according to the notifications of the Office of the
SEC, or to the institutional and other investors and/or the
specific investors who are not related to the owners of the
real properties and/or are not the related persons according
to the relevant notifications of the Office of the SEC and/or
are not connected persons of owners of the real properties
according to the relevant notifications of the SET.
Nonetheless, the number of new issue investment units which the
Management Company will allot to the owners of the real properties
to be invested by the FUND and their related persons in relation
to the new offering investment units shall not cause the number
of investment units held by the owners of the real properties
and their related persons according to the notifications of the
Office of the SEC which combined with the new investment units
to be allotted to become the excess of one-third of the total
number of the investment units issued and sold.
Allotted to
Portion 1: Existing unitholders whose names appeared in the
unitholders register book.
Remark (1)
Number of investment unit (units)
50 percent of the total additional investment units
Ratio (old :new)
To be determined
Price per unit (Baht)
To be determined
Remark (2)
Subscriptionand paymentperiod
To be determined later and
after obtaining the approval from the Office of Securities and
Exchange Commission
Notes
The approval from unitholders' meeting shall be obtained.
Remark (3), (4)
Attotted to
Portion 2: To be allot under a private placement basis (Private
Placement) to the owners of the real properties to be invested by
the FUND and the related persons according to the notifications of
the Office of the SEC, or to the institutional investors or specific
investors who are not related to the owners of the real properties
and/or are not the related persons according to the relevant
notifications of the office of the SEC, and/or are not connected
person of owners of the real properties according to the relevant
notification of the SET.
Remark (1)
Number of investment units (units)
50 percent of the total additional investment units -
Ratio (old: new)
-
Price per unit (Baht)
To be determined
Remark (2)
Subscription and payment period
To be determined later and
after obtaining the approval from the Office of Securities and
Exchange Commission
Notes
The approval from unitholders' meeting shall be obtained.
Remark (4)
Remarks:
(1) The number of new issue investment units which the
Management Company will allot to the owners of the real properties
to be invested by the FUND and their related persons in relation
to the new offering investment units shall not cause the number of
investment units held by the owners of the real properties and the
related persons according to the notifications of the Office of the
SEC which combined with the new investment units to be allotted to
become the excess of one-third of the total number of the investment
units issued and sold.
(2) 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') at such time close to 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.
(3) The date of the closing of the unitholders register book
to suspend transfer of investment units for determine the right to
subscribe of new issues investment units will be determined later
after obtained the approval from the unitholders' meeting to
increase the capital of the FUND.
(4) 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 SET who subscribe for such investment
units.
2.2 Plan in case where there is a faction of investment
units remaining
In the case that the allotment according to the prescribed ratio
results in any of the existing unitholders having the right to
subscribe for a fraction of an investment unit that cannot be
allotted as a full investment unit, such fraction of the investment
unit shall be rounded down to the nearest full number. The Management
Company shall then combine the remaining investment units from
such allotment with the investment units which are not subscribed
because the existing unitholders have waived their right or
have not made a timely subscription or a full subscription,
or for any reason whatsoever, and offer them for sale on and
allotment the private placement basis.
3. Schedule for unitholders' meeting to approve or for
obtaining resolutions of unitholders for the capital
increase/allotment
The Management Company may consider calling a unitholders'
meeting or seek resolutions from the unitholders through circular
notice to unitholders by November, 8 2006. The investment unit
register will be closed to suspend the transfer of investment
units from 19 October 2006 at 12.00 noon, onwards until the
meeting is adjourned or after the resolutions have been passed.
4. Approval of the capital increase/investment unit
allotment by relevant governmental agency and conditions
thereto (if any)
After obtaining the approval from the FUND's unitholders
for the capital increase of the FUND for investing in additional
assets, the Management Company will seek approval of the Office
of the SEC on the capital increase of the FUND.
5. Objectives of the capital increase and use of proceeds
received from the capital increase
To purchase or invest in additional assets and to procure
benefits therefrom to generate income and returns to
the Fund and the
unitholders and to carry out the objectives for the
establishment of the FUND.
6. Benefits which the FUND will receive from the
capital increase/investment units allotment:
To enable the FUND to invest in new real properties which
will result in the FUND being able to generate more income
from such assets and the unitholders will have opportunities
to receive more benefit in form of dividends per unit.
7. Benefits which the unitholders will receive
from the capital increase/investment units allotment:
The Management Company anticipates that this additional
real properties investment will enhance the unitholders
opportunity to receive returns inform of increased dividend
per unit. In addition, such investment will help decentralizing
risk from the Fund's dependence in having any particular
source of income.
8. Other details necessary for unitholders to approve
the capital increase /share allotment:
-None-
9. Schedule of action for the capital increase of the
FUND and allotment of new investment units:
9.1 The date of the closing of the unitholders register
book to suspend the transfer of investment units will be on
19 October 2006 at 12.00 noon onward until the meeting is
adjourned or after the resolutions have been passed.
9.2 The Management Company may consider calling the
unitholders meeting or seek resolutions from unitholders through
circular notice to unitholders by 8 November 2006for approval of
the capital increase of the FUND and the allotment of additional
investment units and to amend the fund scheme of the FUND.
The Management Company may consider calling a unitholders' meeting
or seek resolutions from the unitholders through circular notice
to unitholders by November, 8 2006.
The Management Company hereby certifies that the information
contained in this report form is true and complete in
all respects.
Yours faithfully,
Phiphat Phisanuwongrak
Authorized Signature