03 November 2006
XD,Connected Transaction,Meeting date
and management of all tenants of the Fund upon entering
into new lease agreements with new tenants or renewal
of all kinds of lease agreements, both short term and
long term, with the following details:
2.1 Tenants in the shopping complex project
Leasing Commission
(based on rental
rate
of particular
tenant)
1. For renewal of lease
with existing tenants 0.5 month
2. For entering into new
lease agreements, 4 rates
depending on the terms of
lease agreements
- Less than 1 year 0.5 month
- 1 year but less than 3 years 1.0 month
- 3 years or more 1.5 months
- For entering into lease
agreements for more than
3 years with advance payment
of remuneration for leasehold
right by tenant 3% of the
remuneration paid in
advance for leasehold
right received from the tenant.
Clause 22. (7) (7.4) 2. 2.2 shall be added as follow:
(7) (7.4) 2. 2.2 Tenants in the office building project
Leasing Commission
(based on rental
rate of
particular tenant)
1. For renewal of lease
with existing tenants 0.5 month
2. For entering into new
lease agreements, 3 rates
depending on the terms of
lease agreements
- Not exceeding 3 years 0.5 month
- 3 years or more 1.0 months
- For entering into lease
agreements for more than
3 years with advance payment
of remuneration for leasehold
right by tenant 3% of the
remuneration for leasehold
right received from the tenant.
If a lease agreement between the Fund and a tenant will be
made in a form otherwise than as specified above, the
Management Company by a resolution of the Investment
Committee is empowered to prescribe the conditions
for the payment of commission as deemed appropriate.
Clause 22. (7) (7.4) 6. shall be added as follow:
6. Fee for overseeing the improvement and/or development
of real properties of the Fund, which the Fund will pay to the
Property Manager as remuneration for its service of overseeing
the development of real properties of the Fund, including its
recommendation on the improvement and/or development
of real properties of the Fund to enhance their potentiality and
increase the returns of the Fund (Value Enhancement), at
the rate of 2.00 percent of the total construction value
(hard cost) for improvement and/or development of the real
properties of the Fund, provided that such hard cost for
improvement and/or development includes the cost to
repurchase the space to be improved and/or developed
from the existing lessees, but shall not include the expense
of design, consultation fees and other professional fees and
related expenses. In this regard, the property manager shall
present the project for the improvement and/or development
of real properties of the Fund, including the remuneration for
overseeing the work and related details to the Investment
Committee of the Fund for consideration from time to time.
The Investment Committee entrusted the Fund Manager to have
power to take any action necessary and relevant to the
amendments of wording or statements in the Investment Project
of the Fund relating to the fees collected from the Fund in all
respects, including to determine the terms and details, and to
negotiate, agree, execute, deliver and/or amend any other
relevant documents or evidence, to appoint any substitute and
to do other acts for proposing the matter to the unitholders
meeting for consideration.
6. The Investment Committee resolved that the Investment
Project of the Fund be amended in the following matters:
(1) To be in line with the capital increase of the Fund and the
investment in additional real properties, e.g. the amendment to
the Investment Project in various sections affected by the capital
increase of the Fund, such as Investment Policy, Method of
Allotment of additional Investment United offered for sale, etc.
(2) To amend certain information to be in line with current situation,
e.g. the amendment to the Investment Project in various sections
which have been changed from the period when the establishment
of the Fund was approved until now, such as effects from the
change in investment in real properties of the Fund and related
actions, the dividend payment and various fees.
The Investment Committee entrusted the Fund Manager to
have power to take any action necessary and relevant to the
amendments of wording or statements in the Investment
Project of the Fund in all respects, including to determine the
terms and details, and to negotiate, agree, execute, deliver
and/or amend any other relevant documents or evidence, to
appoint any substitute and to do other acts for proposing the
matter to the unitholders meeting for consideration.
7. The Investment Committee approved the payment of dividend
to the unitholders, and would like to notify the closure of the register
book to suspend the transfer of investment units for determining
the right of unitholders to receive dividend No. 4 (for the period
from 1 July 2006 to 30 September 2006) at 12.00 noon of
20 November 2006 at the amount of 0.1988 per unit payable on
6 December 2006.
8. The Investment Committee resolved that the Fund shall
convene a unitholders' meeting on 8 December 2006 at 9.00 a.m.
onwards at the Auditorium, TMB Bank Public Company Limited,
Head Office, 3000 Phahonyothin Road, Chatuchak, Bangkok 10900,
and the following matters will be proposed to unitholders for
consideration:
1. To consider and approve the investment in certain parts
of the shopping complex and office buildings located in Central
Plaza Pinklao Project
2. 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 and the pricing method for determining the price of the
Investment Units to be offered for sale
3. To consider and approve the allotment of the additional
Investment Units and listing of the new Investment Units on the
Stock Exchange of Thailand
4. To consider and approve the increase of the fee collected
from the Fund, relating to the property management fees
5. To consider and approve the amendments to the Investment
Project of the Fund to adjust the fee rates to be conformed to the
increase of the property management fees
6. To consider and approve the amendments to the Investment
Project of the Fund in the following matters:
(1) To be in line with the capital increase of the Fund and
investment in additional real properties
(2) To amend certain information to be in line with current
situation.
7. Others (if any)
The matter in Agenda 1 is considered a transaction that requires
disclosure of information and compliance to the Notification of the
Board of Governors of the Stock Exchange of Thailand Re: Disclosure
of Information and Other Acts of Listed Companies Concerning the
Acquisition and Disposition of Assets, 2004, as amended and
connected transaction under the Notification of the Board of Governors
of the Stock Exchange of Thailand Re: Disclosure of Information and
Act of Listed Companies Concerning Connected Transactions, 2003
, as amended. The matters in 3 and 4 are considered connected
transaction under the Notification of the Board of Governors of the
Stock Exchange of Thailand Re: Disclosure of Information and Act
of Listed Companies Concerning Connected Transactions, 2003,
as amended. Therefore, the Management Company would like to
inform that the entering into such transactions in Agenda 1, 3 and 4
must be approved with affirmative votes of not less than three-fourths
of the total votes of unitholders attending the meeting and having the
rights to vote, by excluding the votes of unitholders who have interest
in the transaction. In addition, the Management Company need to
procure an opinion of an independent financial advisor to support
the decision making of the unitholders. Thus, the Management
Company has appointed Kim Eng Securities (Thailand) Public
Company Limited as the independent financial advisor to opine
on the entering into the foregoing transactions. The matter in
Agenda 2 must be approved with affirmative votes of not less
than three-fourths of unitholders attending the Meeting, and the
matters in Agenda 5 and 6 must be approved with affirmative
votes of not less than half of the total issued investment units
of the Fund.
The Management Company will arrange to send the invitation
letter together with relevant attachments, to the unitholders at least
14 days prior to the date of unitholders' meeting. The Management
Company will send the invitation letter to the Stock Exchange of
Thailand for consideration at least 5 business days prior to sending
the invitation to the unitholders.
The Management hereby notifies the date of the closing of the
unitholders' register book of the Fund for determine the rights of
unitholders to receive dividend (for the period between 1 July 2006
and 30 September 2006) and the right of unitholders to attend the
unitholders' meeting on 20 November 2006 at 12.00 noon onwards
until the meeting is adjourned.
Please be informed accordingly.
Yours faithfully,
Phiphat Phisunuwongrak
Authorized Signatory