12 December 2006
Notification of Resolutions of Unitholder Meeting No.1/2006
instruments acceptable to the Fund at the value equivalent
to the remaining rent that Central Pattana Rama II will have
to pay the landowner.
The additional mechanisms mentioned above will be
cancelled 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.
Clause 5. Risk Factors (page 75)
Existing Provisions
5.2. Risk Arising From Operation of the Fund (page 76)
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 PattanaRama 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 76)
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 having the
value equivalent to the rent 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 Pattana 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 rent that Central Pattana
Rama II will have to pay the landowner.
The additional mechanisms mentioned above will be
cancelled 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.
In addition, the Management Company shall be empowered
to take the following actions:
1) To amend the wording or contents in the Fund
Management Project as proposed above insofar as they are
not contradictory to or in conflict with the resolution of the
unitholders' meeting and/or as instructed or recommended
by the Office of the SEC and/or the SET and/or any other
competent authority, and to contact the Office of the SEC,
the SET, the government authorities or
agencies, or any persons for the said purposes etc.
2) To do any other acts which are necessary for or incidental
to the foregoing acts in all respects for the purpose of their
accomplishment, and to appoint and/or remove any substitutes
for the acts as stated above for the purpose of their accomplishment.
Please be informed accordingly.
Yours faithfully,
Thida Chotiyanon
Authorized Signatory