13 November 2006
Additional Clarification in Relation to the Capital Increase
(31 October 2006) the Fund is yet to receive such consent from the
landowner. As a result, the Fund agreed with Central Pattana
Public Company Limited and Central Pattana Rama II Co., Ltd.
to procure additional mechanisms until the Fund can get the
consent from the landowner (the Fund and Central Pattana Public
Company Limited and Central Pattana Rama II Co., Ltd. have
agreed to complete process in a timely manner but no later
than 28 February 2007. The mechanisms include:
1. Central Pattana Rama II Co., Ltd. grants consent to the Fund
to make land rental payments for Central Rama II Co., Ltd. in case
that Central Rama II Co., Ltd. does not make land rental payment
to the landowner as prescribed in the land lease agreement.
2. Central Pattana Rama II Co., Ltd. will provide evidences of the
land rental payment to the Fund every month.
3. Central Pattana Public Company Limited and/or Central Pattana
Rama II Co., Ltd. will provide collateral acceptable to the Fund as
security for the rental payment in 1 with the value of land rental
payments that Central Pattana Rama II Co., Ltd. will have to pay
the landowner for a period of 2 years.
4. Central Pattana Rama II Co., Ltd. will operate its business only
within a necessary scope of operations in order to become a low risk
company by amending the memorandum of association relating to its
objectives to be in line with its necessary scope of operations.
5. Central Pattana Public Company Limited agreed to maintain
certain financial ratios acceptable to the Fund, which will be the
same ratios that Central Pattana Public Company Limited agreed
with its financial creditors, being Debt to Equity (D/E) ratio and
Debt Service Coverage Ratio (DSCR). If Central Pattana Public
Company Limited cannot maintain the level of such ratios and
cannot remedy them within 3 months, Central Patttana Rama II
Co., Ltd. or Central Pattana Public Company Limited will provide
cash collateral or pledge instruments acceptable to the Fund
at the value equivalent to the remaining land rental payments
that Central Pattana Rama II will have to pay the landowner.
The additional mechanisms mentioned above will be
canceled once the Fund has obtained the consent from the
landowner to become the party in the land lease agreement
Central Pattana Rama II Co., Ltd or there is other mechanism
acceptable to the Fund to fulfill.
Clause 5. Risk Factors (page 92)
Existing Provisions
5.2. Risk Arising From Operation of the Fund (page 94)
5.2.1 Risk Relating to Non-Compliance with Sublease
Agreement by Sub-Lessor of Land and Lease of Buildings
The investment in real properties by the Fund as described above
will be in the form of investment in or possession of subleasehold
rights and leasehold rights in real properties. Although the Fund will
register the long-term leasehold rights for its investment in such
sublease rights and leasehold rights with competent officers,
there is a potential risk because the sublease agreements and/or
lease agreements of those real properties could be terminated
and, as a result, the Fund would lose the right to receive income
there from and the rate of returns of unitholders will eventually be
affected. In order to reduce such potential risk, the Fund has
taken the following steps:
a) The Fund has sought the consent and prescribed conditions
in the sublease of land with the landowner under the lease
agreement between Central Pattana Rama II Co., Ltd. and the
landowners, and will procure protection against the risk that may
arise from the termination of such land lease agreement by
obtaining right from the landowners to take assignment of the
right under the land lease agreements in place of Central Pattana
Rama II Co, Ltd.
b) The Fund requires Central Pattana Rama III Co., Ltd. to
mortgage the land and structure comprising of the land where the
Central Plaza Ratchada-Rama III Shopping Complex is located
and the Central Plaza Ratchada-Rama III Shopping Complex as
security for the performance under the lease agreement and
damages that may arise as a result of its breach of the lease
agreement of the Central Plaza Ratchada-Rama III Shopping
Complex Project.
Amendments
5.2. Risk Arising From Operation of the Fund (page 94)
5.2.1 Risk Relating to Non-Compliance with Sublease Agreement
by Sub-Lessor of Land and Lease of Buildings
The investment in real properties by the Fund as described above
will be in the form of investment in or possession of subleasehold
rights and leasehold rights in real properties. Although the Fund
will register the long-term leasehold rights for its investment in
such sublease rights and leasehold rights with competent officers,
there is a potential risk because the sublease agreements and/or
lease agreements of those real properties could be terminated
and, as a result, the Fund would lose the right to receive income
there from and the rate of returns of unitholders will eventually be
affected. In order to reduce such potential risk, the Fund has taken
the following steps:
a) The Fund has sought the consent and prescribed conditions
in the sublease of land with the landowner under the lease
agreement between Central Pattana Rama II Co., Ltd. and the
landowners, and will procure protection against the risk that may
arise from the termination of such land lease agreement by
obtaining right from the landowners to take assignment of the
right under the land lease agreements in place of Central
Pattana Rama II Co, Ltd.
As at the date of preparation of this additional information
(31 October 2006) the Fund is yet to receive such consent from
the landowner. As a result, the Fund agreed with Central
Pattana Public Company Limited and Central Pattana Rama II
Co., Ltd. to procure additional mechanisms until the Fund can
get the consent from the landowner (the Fund and Central Pattana
Public Company Limited and Central Pattana Rama II Co., Ltd.
have agreed to complete process in a timely manner but no
later than 28 February 2007. The mechanisms include:
1. Central Pattana Rama II Co., Ltd. grants consent to the Fund
to make land rental payments for Central Rama II Co., Ltd. in
case that Central Rama II Co., Ltd. does not make land rental
payment to the landowner as prescribed in the land lease agreement.
2. Central Pattana Rama II Co., Ltd. will provide evidences
of the land rental payment to the Fund every month.
3. Central Pattana Public Company Limited and/or Central
Pattana Rama II Co., Ltd. will provide collateral acceptable to
the Fund as security for the rental payment in 1 with the value
of land rental payments that Central Pattana Rama II Co., Ltd.
will have to pay the landowner for a period of 2 years.
4. Central Pattana Rama II Co., Ltd. will operate its business
only within a necessary scope of operations in order to become
a low risk company by amending the memorandum of association
relating to its objectives to be in line with its necessary scope
of operations.
5. Central Pattana Public Company Limited agreed to maintain
certain financial ratios acceptable to the Fund, which will be the
same ratios that Central Pattana Public Company Limited
agreed with its financial creditors, being Debt to Equity (D/E)
ratio and Debt Service Coverage Ratio (DSCR). If Central Pattana
Public Company Limited cannot maintain the level of such ratios
and cannot remedy them within 3 months, Central Patttana
Rama II Co., Ltd. or Central Pattana Public Company Limited will
provide cash collateral or pledge instruments acceptable to the
Fund at the value equivalent to the remaining land rental payments
that Central Pattana Rama II will have to pay the landowner.
The additional mechanisms mentioned above will be canceled
once the Fund has obtained the consent from the landowner to
become the party in the land lease agreement replacing Central
Pattana Rama II Co., Ltd or there is other mechanism acceptable
to the Fund to fulfill.
Please be informed accordingly.
Yours faithfully,
Phiphat Phisunuwongrak
Authorized Signatory