26 June 2008
Unitholders' meeting for considering the Capital increase
(Translation)
No. TT/IM 208/2008
25 June 2008
Re: Notification of Resolution of the Investment Committee for the Closing
of the
Register Book to Suspend the Transfer of Investment Units for
Determining of the
Right of the Unitholders to Attend the Unitholders' Meeting for
considering the
Capital Increase of CPN Retail Growth Property Fund (CPNRF)
To: The President
The Stock Exchange of Thailand
The Investment Committee of CPN Retail Growth Property Fund (CPNRF)
(the
"Fund") by TMB Asset Management Company Limited (the "Management Company")
would like to inform that, for carrying out the objectives of the
establishment of the Fund
to mobilize funds to purchase or lease out real properties and procure
benefits therefrom
in order to generate income and returns to the Fund and the unitholders, the
Investment
Committee has passed resolutions on 25 June 2008 that the Fund increase its
investment
in the commercial properties or real properties in the type of shopping
complex and/or
retails and/or other type of real properties as specified in the Fund
Management Project.
The additional real properties determined for this investment will be the land
including
shopping complex (partial) and offices buildings located in Central Plaza
Pinklao Project
and the land including shopping complex (partial) located in CentralPlaza
Chiangmai
Airport Project.
In this regard, the Management Company plans to offer the new
investment units
into two portions as follows: the First Proportion to offer not less than 50
percent of the
total additional investment units to the existing unitholders whose names
appear in the
unitholders' register book ("Rights Offering"), while the existing unitholders
may
subscribe for units in excess of their entitlements under the Rights Offering;
and the
Second Portion to offer not more than 50 percent of the total additional
investment units
under a private placement ("Private Placement") to investors who are (i)
institutional
and/or (ii) specific investors who are not the existing unitholders of the
Fund under the
relevant notification of the Office of the Securities and Exchange Commission
(the
"SEC") and are not connected persons under the relevant notification of the
Board of
Governors of the Stock Exchange of Thailand; and/or to the retail subscribers
("Public
Offering"). Should there be any additional investment units remaining from the
offering
for sale in the First Portion and/or the Second Portion, the Management
Company will
allot them to the subscribers in the First Portion and/or the Second Portion
under the
method which the Management Company deems appropriate, and does not violate the
applicable regulations of the SEC.
For the expected capital of the Fund to be increased, the number of
additional
investment units to be issued and offered for sale and the value of the
investment units to
be issued and offered for sale, the Management Company will inform the
unitholders of
the Fund (the date of the closing of the unitholders' register book on 10 July
2008) after
the Investment Committee receives the valuation reports from the property
valuers and
passes the resolution relating to such information. Thus, for the benefit of
the capital
increase for making the additional investment in the land including shopping
complex
(partial) and offices buildings located in Central Plaza Pinklao Project and
the land
including shopping complex (partial) located in CentralPlaza Chiangmai Airport
Project
of the Fund, the Investment Committee has assigned the Fund Manager to study its
feasibility and appropriateness in order to propose to the unitholders'
meeting for
consideration.
In this regard, the Management Company deems appropriate to call a
unitholders'
meeting or seek resolutions from the unitholders through circular notice to
unitholders by
29 July 2008, and the following matters will be proposed to unitholders for
consideration:
Agenda 1. To consider and approve the increase of the Fund's
capital for the
additional investment in Central Plaza Pinklao Project and
CentralPlaza Chiangmai Airport Project and the
adjustment of the
property management fee to be in line with the additional
investment of the Fund.
Agenda 2. To consider the capital of the Fund to be increased, the
number of
additional investment units to be issued and offered for
sale and
the method of determining the price of the Investment
Units to be
offered for sale.
Agenda 3. To consider the allotment of the additional Investment
Units and
listing of the new Investment Units on the Stock
Exchange for
Thailand.
Agenda 4. To consider the amendment of the contents in the Fund
Management Project and acknowledgement of the amendment of
the contents in the Fund Management Project.
Agenda 5. Others (if any)
The Management Company will arrange to send the invitation letter or
circular
notice to unitholders requesting for resolutions, together with relevant
attachments, to the
unitholders at least 14 days prior to the meeting date.
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In addition, the Fund has determined the closing date of the
unitholders' register
book to suspend the transfer of investment units for determining the right of
unitholders
to attend the unitholders' meeting or right to pass resolution pursuant to
circular notice on
10 July 2008 from 12.00 noon onwards until the meeting is adjourned.
The Fund hereby notifies the date of the closing of the unitholders'
register book
on 10 July 2008 at 12.00 noon onwards until the meeting is adjourned or after
the
resolutions have been passed.
Please be informed accordingly.
Yours faithfully,
Phiphat Phisunuwongrak
Authorized Signatory
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