20 October 2009
Amendment of Details of Fund Management Project CPNRF
No. Jor Thor. 3-2009002 20 October 2009
Subject: Amendment of Details of Fund Management Project
CPN Retail Growth Leasehold Property Fund
Attention: President
The Stock Exchange of Thailand
Whereas, the Office of the Securities and Exchange Commission (the
"Office") was notified of the amendment of details of the Fund Management
Project, as approved by the Unitholders to ensure that the Project is in line
with or beneficial to the capital increase of the Fund for additional
investment in properties of the Central Plaza Pinklao Project, including the
change of management company and other matters, in order that the Project
details contain up-to-date and precise information.
The Office approved the amendment thereto with respect to the form of
documents of rights in investment unit, the dividend payment, distribution of
property of the Fund upon its dissolution, and compliance with the law
governing anti-money laundering, as per SEC Letter No. Nor. 2125/2552,
dated 8 October 2009.
The SCB Assets Management Co. Ltd.(the "Management Company") would
like to notify the summary of the details of the amended Project in order to
be in accordance with the approval of the Unitholders as of 17 August 2009,
and Notification of the Office No. Sor.Nor. 25/2552 re: Criteria,
Conditions and Procedures for Establishment and Management of the Property
Fund and other relevant notifications and to be in-line with the operation of
the Management Company as follows:
Definitions: Addition of the definitions of "Prospectus", "Qualified
Persons", "General Subscribers", "Specific Subscribers", "Institutional
Investors", "Property Fund Manager", "Fund Manager", "Advisors", "Appraisal
Firm", "Affiliated Company", "Persons in the Same Group","Connected Persons",
"Appraisal Report", "Central Plaza Pinklao Project," "Central Plaza Rama II
Shopping Complex Project" and Central Plaza Ratchada-Rama III Shopping Complex
Project."
Capital of the Project, Number, Type, Price of the Investment Units
Offered and the Minimum Subscription Amount: Amendment of the total capital
of the Project to be not exceeding Baht 15,764 million, or the number of
investment units offered not exceeding 1,638,100,000 units, and Addition of
additional capital not exceeding Baht 4,849 million, or the number of
investment units not exceeding 546,600,000 units; the additional offering
price of Baht 8.90 per unit; and the minimum subscription amount of 5,000
units and multiples of 100 units, the additional investment units being
offered to existing Unitholders in the proportion of 1 existing investment
unit per 0.2505 newly-issued investment units.
Details of Investment Policy: Addition of details of the first
additional property and summary of the draft agreement pertaining to the
invested property, being the properties of Central Plaza Pinklao Project, with
an investment value of no more than Baht 5,680 million derived from the
offering of additional investment units not exceeding Baht 4,849 million and a
loan of Baht 1,000 million; and details of the original invested properties,
being the property of Central Plaza Rama II Shopping Complex Project and
Central Plaza Ratchada-Rama III Shopping Complex Project.
Names, Addresses, and Telephone Numbers of the Financial Advisors and
the Underwriter: Addition of the names of the underwriter, namely Siam
Commercial Bank Public Company Limited, and the Financial Advisors, namely
Macquarie Securities (Thailand) Limited and Kim Eng Securities (Thailand)
Public Company Limited, for the first capital increase for the
investment in additional properties.
Name, Address. and Telephone Number of the Underwriter or Agent:
Addition of the condition on appointment of the Underwriter or the Agent for
the first capital increase for the investment in additional properties.
Appraisal Firms: Addition of names of the Appraisal Firms, namely Thai
Property Appraisal Lynn Phillips Co. Ltd. and 15 Business Advisory Limited,
for the first capital increase for the investment in additional properties.
Investment Units Offering: Addition of the dates of offer of the
investment units to existing Unitholders, being 16-22 October 2009 for not
less than 273,300,000 allotted investment units, and for Qualified Persons
and/or General Investors, being 16-27 October 2009 for not more than
273,300,000 allotted investment units, in both cases with an offering price at
Baht 8.90 per unit; and details of the subscription procedures for each type
of investors,
Procedures for Allocation of Investment Units, Increase and Decrease
of Registered Capital of the Fund, and Rights, Duties, and Responsibilities of
the Management Company: Amendment of the Project details in accordance with
the resolution of the Unitholders and the notifications of the Office.
Fees and Expenses Collected from the Fund: Addition of commission fee
for procuring tenants and dealing with all types of tenants of the Fund upon
execution of a lease contract with a new tenant, or renewal of all kinds of
contracts in the case of a tenant in the office building of the Property
Manager, as per the resolution of the Unitholders.
The Management Company amended the Project details in accordance with
the Notification of the Office in relation to (1) investment criteria, (2)
unitholding restrictions, (3) the Investment Committee of the Fund, (4) the
Property Manager, (5) the Allotment of Investment Units to persons or persons
in the same group in excess of one-third of the total number of investment
units offered, (6) preparation of reports for the Office of the Securities and
Exchange Commission and the Unitholders, (7) property appraisal and property
appraisal reviews, (8) rights to receive dividends, (9) amendment of the
Project or procedures in connection with additional conditions for convention
of Unitholders' meetings, (10) dissolution of the Project,(11) operation of
the Management Company upon the dissolution of the Project, and (12) other
matters relevant to compliance with the law governing the anti-money
laundering. The Management Company also amended the details of the Project to
be consistent with the operation of the Management Company in respect to (13)
the form of documents of rights in investment unit,(14) conditions on the
issuance of documents of rights in investment unit, and (15) the policy
and procedures for the payment of dividends to Unitholders. The details of the
amendment of the Project are available on the website of the Management Company.
For your acknowledgement.
Yours sincerely
SCB Asset Management Co. Ltd.
(Jotika Savananonda)
Managing Director