17 September 2009
Book closing to determine existing unit holders'right CPNRF
JorTor 11/520142
17 September 2009
Re: Notification of Resolutions of the Investment Committee of the CPN
Retail Growth Leasehold Property Fund
To: The President
The Stock Exchange of Thailand
Whereas the Unitholder Meeting of the CPN Retail Growth Leasehold
Property Fund (CPNRF) (the "Fund") has passed a resolution on 17 August 2009
approving the increase of the Fund's capital by an amount up to Baht
6,706,000,000 through the issuance and offer for sale of additional Investment
Units up to 839,000,000 units for investment in Central Plaza Pinklao
Project. The Meeting has also authorized SCB Asset Management Company Limited
(the "Management Company") to have the power to determine the increased
amount of capital, the number and the price of the additional Investment Units
to be issued and offered for sale, details of loan (if any) and the price of
investment in real properties.
Therefore, the Management Company would like to notify the resolutions
of the Investment Committee's meeting which was held on 17 September 2009 as
follows:
1. The increased amount of capital of the Fund shall not exceed Baht
4,849,000,000 through the issuance and offer for sale of additional Investment
Units up to 546,600,000 units, provided that at least 273,300,000 units of the
additional Investment Units shall be offered for sale and allotted to the
existing Unitholders whose names appear in the register book of Unitholders
(Rights Offering) on the designated date and according to their proportion
designated by the Management Company and not exceeding 273,300,000 units shall
be offered for sale to investors who are retail investors ("Public Offering")
and/or specific investor on a private placement basis ("Private Placement")
who are qualified under the relevant notification of the Office of the
Securities and Exchange Commission (the "Office of the SEC"). The additional
Investment Units allotted in the Rights Offering and those allotted to others
investors shall be offered at the same price.
2. The Fund may borrow funds for the investment in Central Plaza
Pinklao Project in the amount of Baht 1,000,000,000.
3. The price of investment in additional real properties shall not
exceed Baht 5,680,000,000(The actual price of investment shall exclude
expenses for issuance of additional Investment Units for capital increase of
the Fund of approximately Baht 100,000,000, which Central Pattana Public
Company Limited will be responsible for), but excluding expenses for
asset investment, (e.g. lease registration fees) in the amount of
approximately Baht 160,000,000.
4. The closing date of the register book to suspend the transfer of
the Investment Units for determining the existing Unitholders's entitlement to
subscribe for the additional Investment Units to be issued and offered for
sale is on 1 October 2009. At this time, the existing Unitholders are entitle
to subscribe for the additional Investment Units to be issued and offered
for sale at the ratio of 1 existing Investment Unit per 0.25 additional
Investment Unit at the price which shall be referred to as from the average
weighted closing price of Investment Units of the Management Company during
the period of 20 business days (between 28 August 2009 - 24 September 2009)
prior to the date on which the final offering price is determined.
The final offering price is subject to book-building result,
whereby the Management Company will further notify the Unitholders of such
final offering price and the subscription period on 25 September 2009. The
existing Unitholders are entitled to subscribe for the additional Investment
Units according to their entitlement, or in excess of their entitlement, or
less than entitlement, or waive their entitlement to subscribe for the
additional Investment Units,at this time, details of which are in accordance
with the subscription method of the Investment Units prescribed in the
Investment Project that the Management Company proposed to the Office
of the SEC. In this regard, the Management Company will circulate relevant
documents to the Unitholders afterwards.
Nonetheless, the application for the capital in crease of the Fund is
under consideration of the Office of the SEC, thus if the Management Company
has not obtained the approval for the capital increase of the Fund, the
Management Company reserves the right to announce the postponement of the
closing date of the register book to suspend the transfer of the Investment
Units for determining the Unitholders's entitlement to subscribe for the
additional Investment Units, the final offering price and the subscription
period as appropriate.
5. To provide fairness to the existing Unitholders, prior to the
increase of the capital for the investment in Central Plaza Pinklao Project,
the Investment Committee deemed it is appropriate to declare the dividend
payment, at the same time, for the operating result of the period from 1 July
2009 to 30 September 2009 and of the 4th quarter operating result which is
derived prior to the investment in Central Plaza Pinklao Project. In this
regard, the Management Company will further notify the date of dividend
payment, the rate of dividend payment and the closing date of the register
book to determine the right of unitholders to receive dividends in due
course.
Please be informed accordingly,
Yours faithfully,
CPN Retail Growth Leasehold Property Fund
By SCB Asset Management Company
Mr.Sakda Manavapat
EXECUTIVE VICE PRESIDENT FUND OPERATION GROUP