30 November 2006
Part2 Details of the Assets to be Invested by the Fund
Part 2
Details of the Assets to be Invested by the Fund
1) Details of the Central Plaza Pinklao Project
1.1) General Information of the Central Plaza Pinklao Project
The Central Plaza Pinklao Project ('the Project') is a large commercial
real estate situated on Borommaratchachonnani Road, which is the main
road on the west side of Bangkok. It is a large commercial property project
located on an area of 25 Rais and situated in a major residential
community on the west of Bangkok Metropolis where there are a large
number of residences and educational institutions. The
Borommaratchachonnani Road on which the Central Plaza Pinklao Shopping
Complex located is the main route to the west of the country. The location
of the Project can be reached by several public transportation buses, and
is the center of public vans commuting passengers to the suburban
residential areas. The Central Plaza Pinklao Project is located on
4/3-7/128, 7/129-7/221, 7/222-7/552, and 7/553, Borommaratchachonnani
Road, Khwaeng Arun-Amarin, Khet Bangkoknoi, Bangkok.
The Central Plaza Pinklao Project consists of the 7-storey of the Central
Plaza Pinklao Shopping Complex ('Central Plaza Pinklao Shopping Complex')
including its basement, and the 26-storey of Central Tower A Pinklao office
building and the 18-storey of Central Tower B Pinklao office building
(collectively called the 'Office Buildings') and the Central Department Store
(the 'Central Department Store'). The Central Plaza Pinklao Shopping
Complex and the Office Buildings are under management of CPN, while the
Central Department Store is owned by Thai Business Fund 3 whom the
Central Pinklao Department Store Co. Ltd. sold the Central Department Store
with the right of redemption to.
Currently, the Project whose construction was completed and operation
commenced in March 1995 has a total gross area of 286,654 square meters,
consisting the gross area in the Central Plaza Pinklao Shopping Complex of
104,517 square meters, the gross area in the Office Buildings of 48,241
square meters, and the parking are of 133,896 square meters (Details
regarding the gross area in the Central Plaza Pinklao Project is showed in
Attachment 3 of Invitation Letter to the Unitholders' Meeting of the CPN
Retail Growth Property Fund No. 1/2549)
1.2) Current Form of Management and Possession Right of the Central
Plaza Pinklao Project
CPN, the owner of the Central Plaza Pinklao Shopping Complex, the Office
Buildings, and the parking area therein, sold the said Central Plaza Pinklao
Shopping Complex, the Office Buildings and the parking areas therein with
the right of redemption for a term of 10 years, and sublease the land which
is the location of the Central Plaza Pinklao Shopping Complex, the Office
Buildings, and the parking areas (CPN has leased that land from the owner,
which is Harng Central Department Store Ltd.) to the Thai Business Fund 2
on 21st December 2001. Moreover, the Thai Business Fund 2 has leased the
public utility systems related to the Central Plaza Pinklao Project for a term
of 10 years from Central Realty Service Co., Ltd. that is a subsidiary of CPN.
Both of the companies acted as the property manager of those properties.
Summary regarding Right of Ownership and Form of Management in the
Central Plaza Pinklao Project (Prior to the Fund's Investment)
Real Properties:
Land
Right of Ownership/Leasehold Right:
The Thai Business Fund 2 sub-leased the land from CPN.
(CPN leased the land from Harng Central Department Store Ltd.
that is the owner of the land.)
Relationship between Owner of the Rights and CPN :
CPN and Central Department Store Co., Ltd.
have a common group of major shareholder,
namely the Chirathivat Group.
Real Properties:
The Shopping Complex and the Office Buildings
Right of Ownership/Leasehold Right:
The Thai Business Fund 2
(In accordance with the contract between the Thai Business
Fund 2 and CPN)
Relationship between Owner of the Rights and CPN :
CPN and its subsidiaries hold investment units in the Thai
Business Fund 2 totaling 20 % of the issued investment units.
Real Properties:
Public Utility Systems related to the Central Plaza Pinklao Project
Right of Ownership/Leasehold Right:
The Thai Business Fund 2 entered into the 10-year lease agreement
with Central Realty Service Co., Ltd.
Relationship between Owner of the Rights and CPN :
CPN holds a 99.99 % stake in Central Realty Service Co., Ltd.
Form of Management :
CPN and Central Realty Service Co,.Ltd. co-manage the Project.
1.3) Tenant Profile of the Central Plaza Pinklao Project and Its Occupancy
Rate for the Last 3 Years
See Attachment 3 of Invitation Letter to the Unitholders' Meeting of the CPN
Retail Growth Property Fund No. 1/2549
2) Details of the Central Plaza Pinklao Project to be Invested by the Fund
The Fund will sublease the land in which the Central Plaza Pinklao
Shopping Complex, the Office Buildings and the parking area are located
as well as the road surrounding the Project and the entrance and exit of
the Project. It will also lease the Central Plaza Pinklao Shopping Complex
(certain part), the Office Buildings (all parts), including the parking areas
therein as well as the systems related thereto from CPN. The lease and
sublease terms will expire on 31st December 2024.
2.1) Details of the Land to be Invested
Title Deed No. Land No. Survey Page Tambon Amphoe Province Area
(Rai-Ngan-
Sq.Wah)
1041 463 220 Bangbamru Bangplad Bangkok 22-00-72
1054 460 233 Bangbamru Bangplad Bangkok 02-02-12
Total 24-02-84
2.2) The Fund will lease 1 unit of the Central Plaza Pinklao Shopping
Complex (certain parts) and 2 units of the Office Buildings (in whole),
including the parking areas therein as well as the systems related
thereto from CPN. The systems related thereto are electrical system,
public utilities system, telephone system, elevator and escalator system,
air-conditioning system, mechanical and electrical services, and other
related systems. Details regarding the gross area of certain parts of
the Project to be invested in the Fund is showed in Attachment 3 of
Invitation Letter to the Unitholders' Meeting of the CPN Retail Growth
Property Fund No. 1/2549
3) Summary of the Area in the Central Plaza Pinklao Project (including the
Part to be Invested by the Fund and the Part that CPN still Possesses the Right)
Details regarding Lease/Sub-Lease of Land and Real Properties in the
Central Plaza Pinklao Project
Project' s Land Details:
Total Land Area (Rai-Ngan-Square Wah) :
24-02-84
Possession Right of CPN :
Long-term lease contract ending December 31, 2024
Total Land Area to be Invested by the Fund (Rai-Ngan-Square Wah) :
24-02-84
Possession Right of the Fund :
Sub- lease contract ending December 31, 2024
Leasable Area:
1) The Central Plaza Pinklao Shopping Complex:
- Gross Area1 (Square Meters) : 104,517
- Gross Area to be invested by the Fund (Square Meters) : 70,005
- Gross Area under CPN's Po ssession Right (Square Meters): 34,512
- Leasable Area2 (Square Meters) : 94,359
- Leasable Area to be invested by the Fund (Square Meters) : 59,847
- Leasable Area under CPN's Possession Right (Square Meters) : 34,512
- The proportion of the leasable area to be invested by the Fund to total
Shopping Complex's leasable area (%) : 63.43
- The proportion of the leasable area under CPN's possession right
to total Shopping Complex's leasable area (%) : 36.57
- Possession Right of the Fund : Lease contract ending December 31, 2024
2) Central Tower A&B Pinklao:
- Gross Area (Square Meters) : 48,241
- Gross Area to be Invested by the Fund (Square Meters) : 48,241
- Leasable Area (Square Meters) : 39,572
-Leasable Area to be Invested by the Fund (Square Meters) 39,572
- The proportion of the leasable area to be invested by the Fund to the Office
Buildings' total leasable area (%) : 100.0
- Possession Right of the Fund : Sub-lease contract ending December 31, 2024
3) Parking Area
- The Project's Total Parking Area (Square meters) : 133,896
- Total Parking Area to be Invested by the Fund (Square Meters) : 71,990
- Total Parking Area under CPN's and the department store's
possession right (Square Meters) : 61,906
-The proportion of the parking area to be invested by the Fund to the
Project's total parking area (%) : 53.8
- The proportion of the parking area under CPN and the department
store's possession right to the Project's total parking area (%) : 46.2
-Possession Right of the Fund : Sub-lease contract ending December 31, 2024
Occupancy Rate:
1) The Central Plaza Pinklao Shopping Complex
(As at August 21, 2006) : 98.7
-Total Occupancy Rate (%)
- Occupancy rate of the area to be invested by the Fund (%) : 98.2
- Occupancy rate of the area under CPN's possession right (%) : 99.5
2) Central Tower A&B Pinklao: As at June 30, 2006:
- Total Occupancy Rate (%) : 83.2
-Total occupancy rate of the area to be invested by the Fund (%) : 83.2
Tenant profile in the part of the Central Plaza Pinklao Project to be
invested by the Fund See Attachment 3 of Invitation Letter to the
Unitholders' Meeting of the CPN Retail Growth Property Fund
No. 1/2549
1 Gross area includes leasable area, common area, service area,
but excluding parking area.
2 Leasable area includes leasable area, common area and the area
that may be leased out in the future.
From summary regarding the Central Plaza Pinklao Project, it could be seen
that the Fund would invest in 63.4 % of the total leasable area of the Central
Plaza Pinklao Shopping Complex, whereas CPN's possession right will still
remain in certain parts of the leasable area of the Central Plaza Pinklao
Shopping Complex that is not leased out to the Fund. Such area consists of:
(1) The area that CPN has leased from Central Pinklao Department Store
Co., Ltd. (area on 5th and 6th floor of the Central Department Store) in total
of 12,206 square meters. Central Pinklao Department Store Co., Ltd. intends
to lease such area back from CPN to expand the area of the department store.
(2) The area in the Central Plaza Pinklao Shopping Complex which CPN has
leased out to the long-term tenants who have paid advance payment of
remuneration for leasehold right, covering approximately 21,387 square
meters or 36.0% of total leasable area of the Central Plaza Pinklao Shopping
Complex. CPN has granted the right of first refusal to the Fund in order to
lease this area upon the expiry of the aforesaid long-term lease contracts.
(3) The parking areas of 61,906 square meters, owned by the Central
Department Store and in accordance with the right of CPN excluding from
the right that leases to the Fund in proportion to the usages of areas as
required by the Central Plaza Pinklao Shopping Complex and the Office
Buildings to be invested by the Fund. The Fund will grant the right to CPN
in order to manage the parking areas for their joint utilization. The income
and expense of which will be proportionately shared in accordance with the
proportion of Gross Area to be invested by the Fund to the total Gross Area
of the project (excluding parking area).
4) Management of the Central Plaza Pinklao Project after the Fund's
Investment
4.1) Real Property Management
According to the condition agreed upon between the Fund and CPN, the Fund
will appoint CPN as the property manager of the Central Plaza Pinklao Project
to provide related property services and to seek benefits from such properties
to maximize the Fund's and its unitholders' benefits. CPN will be compensated
for its services in the form of property management fee. In addition, the Fund
will give the rights to CPN to manage the parking areas for their joint
utilization. The income and expense of which will be proportionately shared
in accordance with the proportion of Gross Area to be invested by the Fund
to the total Gross Area of the Project (excluding parking area).
Although there is still some leasable area in the Central Plaza Pinklao Shopping
Complex which is the possession right of CPN, such area consists of the area
that CPN has leased from Central Pinklao Department Store Co., Ltd. that will
be leased back by Central Pinklao Department Store Co., Ltd. to expand the
area of department store in the future. In addition, CPN has leased out to the
long-term tenants who have paid advance payment of remuneration for
leasehold right. This should not create potential conflict of interest to the
Fund in procuring and managing tenants in the area it will invest.
4.2) The Fund's Responsibility in Expenses and Expenditures in relation to
Maintenance, Improvement and Development of the Properties of the Central
Plaza Pinklao Project to be invested by the Fund
Regarding information provided by the Fund, in accordance with the agreement
between the Fund and CPN, after the Fund's investment in the Central Plaza
Pinklao Project, responsibility in expenses and expenditures in relation to
maintenance, improvement and development of the properties ('Improvement
and Maintenance Expenses and Expenditures') would be as follows:
- In case improvement and maintenance expenses and expenditures in
relation to the Project's assets co-utilized such as expenses and expenditures
in relation to utilities system, common area, service area, the surrounding
area of the Project and the parking area, the Fund will be responsible for
expenses and expenditures proportionately shared in accordance with the
proportion of gross area to be invested by the Fund to the total gross area
of the Project (Gross area includes leasable area, common area, service
area and parking area) or in accordance with the rate of utilization of the
utility system (in case the expenses and expenditures in relation to the
utility system).
- In case expenses and expenditures in relation to the area invested
by the Fund such as insurance expenses, personnel expenses, advertising
and public relation expenses or expenditures in relation to improving and
maintaining the area invested by the Fund, the Fund will be responsible
for all expenses and expenditures incurred.