19 สิงหาคม 2548

- Information Memorandum - CPN Retail Growth Property Fund (CPNRF) Location of the Management Company: TMB Asset Management Co., Ltd. Listing Date: As of 23 Aug 2005 Trading commencement on 23 Aug 2005 Type of Listed Securities No. of investment unit 1,091,500,000.00 Units Par value per share: 10 Baht Total value: 10,915,000,000.00 (Ten Billion Nine Hundred and Fifteen Million Baht Only) Project Background CPN Retail Growth Property Fund is a specific fund. The real properties that will be purchased or leased are clearly specified in the Project. The Fund is approved for establishment and management by the Office of the Securities and Exchange Commission ("the Office of the SEC") under the Letter No. Nor.618/2548 on the Subject of Application for Approval for Establishment and Management of the CPN Retail Growth Property Fund dated July 7, 2005 and the letter No. Nor. 697/2548 on the first amendment of Fund scheme dated July 27, 2005 and also the letter No. Nor 708/2548 on the second amendment of fund schemes dated July 28,2005. The Management Company offers the investment units to investors during Aug 1 - Aug 9, 2005 and is approved of the Fund registration by the Office of the SEC on Aug 11, 2005 Project Description A specific fund. The real properties that will be purchased or leased are clearly specified in the Project. Project Life Indefinite Objectives of the Project and Details of Investment Policy The Project will mobilize funds from both domestic and international individual and juristic investors, and will use the proceeds of such mobilization for purchasing, leasing and/or subleasing real properties. The Fund will accept transfers of ownership and/or leasehold rights and/or sublease rights in real properties and seek benefits therefrom by way of letting, subletting, transfer and/or disposal of real properties invested in or possessed by the Fund, as well as improvement, modification and construction and/or development of those real properties by obtaining or accepting transfers of construction permits and/or applying for other permits and/or doing any other pertinent or necessary acts for the benefit of the real properties and with the view to generate income and returns for the Fund and the unitholders, including investment in other properties and/or other securities and/or the seeking of benefits by other means as prescribed by the Securities Law and/or any other relevant laws. Details of Investment Policy Initial Investment The Management Company will initially invest in the 2 shopping complex projects comprising of the Central Plaza Rama II Shopping Complex Project and the Central Plaza Ratchada-Rama III Shopping Complex Project. The details of which are as described below. Central Plaza Rama II Shopping Complex Project 1. General Information of Central Plaza Rama II Shopping Complex Central Plaza Rama II Shopping Complex is a large and comprehensive shopping complex situated on the Rama II Road, which is a new commercial area and main route to the southern provinces. The Shopping Complex is situated amidst a number of large residential communities on the west and the south of Bangkok with well planned transportation and public utilities and will be situated nearby the Bangkok Rail Transit Network route according to the plan for public transportation expansion in Bangkok*. The Shopping Complex houses more than 400 retail shops. * Source: Website of the Office of Transport and Traffic Policy Planning (OTP) 1.1 Location Central Plaza Rama II Shopping Complex is situated at No. 128 Moo 6, Rama II Road, Khwaeng Samaedam, Khet Bangkhuntien, Bangkok, on the Rama II Road which is a main route connected to the southern part of Thailand. The Shopping Complex is located around a large number of residential communities and industrial factories. 1.2 Description of the Complex, Engineering System and Public Utility Systems Central Plaza Rama II Shopping Complex consists of a building with 5 storeys and 1 basement and 2 car park buildings on an approximately 96-rai plot of land. The usable area in Central Plaza Rama II Shopping Complex consists of the shopping center, a common area, the surrounding road and a recreational park. The Shopping Complex was constructed and completed in 2002 and operation began in December 2002. The Shopping Complex is managed by Central Pattana Rama II Co., Ltd., with the total usable area of 272,185 square meters as detailed in the following table. Details Area (Square Meters) 1 Shopping Center, divided into - Leasable area 98,519 - Common area 39,119 - Service area 20,668 2 Car Park Building 1 107,845 Parking Area surrounding the building 6,034 (with 3,119 parking spaces) Total usable area 272,185 Public Utility Systems Public utility systems includes 20 elevators, i.e. 12 passenger elevators and 8 service elevators, 40 escalators, and fire-fighting and sprinkler systems within the building. 1.3 Form of Management At present, Central Pattana Rama II Co., Ltd., a 99.99% subsidiary of Central Pattana Public Company Limited, is the owner and manager of the Shopping Complex and is supervising the operation of a food court and the provision of utility and general services such as security and cleaning in the Shopping Complex. As of December 2004, Central Pattana Rama II Co., Ltd. employed 152 staff. 1.4 Tenant Profile The tenants in Central Plaza Rama II Shopping Complex can be categorized as follows: 1. Anchor Tenants: shops with space from 1,000 square meters such as Central Department Store, HomeWorks (construction equipment and d?cor outlet), Major Cineplex, Tops Supermarket, Major Bowl and Office Depot, etc. 2. Retail Tenants: shops with space less than 1,000 square meters such as the merchandise and service shops and outlets in the teen fashion center (XY Arena), mobile center (E-Center) and modern fashion center (Z4O), Kiosks, carts, food and beverage shops, commercial banks, and coin operated machines. 3. Multipurpose Hall: leasable area for concert and production house, etc. 4. Promotion Area: common area available for lease which can be used for trade shows, exhibitions and promotional activities, such as automobile show,etc. This area is in addition to the leasable area. As of 31 December 2004, an average occupancy rate of Central Plaza Rama II Shopping Complex was 99.5% with a total of 420 tenants which defined Anchor Tenant 50% of Total Leasable Area* and Retail Tenant 46% and Multipurpose Hall 3% of Total Leasable Area* respectively. The sample of anchor Tenants of Central Plaza Rama II Shopping Complex are as follow: Central Department Store HomeWorks Major Cineplex Tops Supermarket and Major Bowl. 1.5 Historical Status and Occupancy Rate During the Previous 3 Years of Central Plaza Rama II Shopping Complex 2002 2003 2004 Rental and service income (million baht) 52.27 684.28 727.34 Total tenants as at 31 December(a) (units) 417 420 420 Total leased area as at 31 December 98,117 98,117 98,519 Occupancy rate as at 31 December 97.4% 97.4% 99.5% Average rental(b) (Baht/square meter) 789 814 825 No. of tenants whose contract expired(c) - - - Area of which contract expired (square meters) - - - Remarks: (a) Excluding Shophouse, Central Park, temporary tenants, Kiosks, carts, food court, Multipurpose Hall, Promotion Area, canteen, ATM and coin operated machines. (b) Average rental rate of all kinds of retail tenants excluding carts,Kiosks and long-term tenants. (c) Central Plaza Rama II Shopping Complex opened in December 2002.Therefore, no contract with lease term of 3 years or more expired in 2003 or 2004. 2. Details of Central Plaza Rama II Shopping Complex to be Invested by the Fund The Fund will invest in a subleasehold right in the land on which the Central Plaza Rama II Shopping Complex is situated, and leasehold rights in certain parts of the Central Plaza Rama II Shopping Complex and car park building (the "Central Rama II Shopping Complex") including public utility systems, wastewater treatment system and facilities connected with the Central Rama II Shopping Complex for a term of 20 years (expiring on 15 August 2025). The details are as set out below. 2.1 Subleasehold right in land with a total area of approximately 53 rai (85,753.6 square meters). The following table provides details of the land to be subleased by the Fund. Title Land Survey Tambon Amphoe Province Area Square Deed No. Page Rai-Ngan- Meters No. Square Wah 4313 122 923 Samaedam Bangkhuntien Bangkok 16-3-90.5 27,162.0 (Bangbon) 4314 78 920 Samaedam Bangkhuntien Bangkok 27-1-24.5 43,698.0 (Bangbon) 85312 53 37871 Samaedam Bangkhuntien Bangkok 3-0-47.2 4,988.8 (Bangbon) 49534 125 20872 Samaedam Bangkhuntien Bangkok 6-0-76.2 9,904.8 (Bangbon) 2.2 Leasehold rights in certain parts of the Central Rama II Shopping Complex which comprises a building with 5 stories and 1 basement, No. 128, Moo 6, Khwaeng Samaedam (Bangbon), Khet Bangkhuntien, Bangkok, together with a car park building, currently used as shopping center, parking space and service area, covering an area leased to the Fund of approximately 251,200 square meters, including public utility systems, wastewater treatment system and facilities which are installed and utilized in the Central Rama II Shopping Complex. The leasehold of car par building and parking area with the area of approximately 98,800 square meters will become effective on 1 January 2006. Nonetheless, during the period from the date the Fund invests in the leasehold right in Central Rama II Shopping Complex until 31 December 2005, the property manager will arrange for the Fund to use the parking areas for facilitating customers of Central Rama II Shopping Complex. The investment in leasehold rights in the Central Rama II Shopping Complex as stated above does not include the following: a) Leasehold rights in some spaces within the Central Rama II Shopping Complex which Central Pattana Rama II Co., Ltd. has leased out to retail tenants, who have paid remuneration for leasehold rights under a long- term lease agreement for an area of approximately 5,937 square meters, representing approximately 4.32% of the Leasable and Common Area* of the Shopping Complex. Remark: * Leasable and Common Area means leasable area, including common area which may be leased out in the future. b) Parking space on the G Level of the Central Rama II Shopping Complex (Parking Star), covering an approximate area of 15,066 square meters. Categories of tenants in Central Plaza Rama II Shopping Complex which will be invested by the Fund can be categorized as per the details of tenants in Clause 1.4 (Tenant Profile of Central Plaza Rama II). As of 31 December 2004, an average occupancy rate of the part of property to be invested by the Fund in Central Plaza Rama II Shopping Complex was 99.5% which defined Anchor Tenant 53% of Total Leasable Area* and Retail Tenant 42% and Multipurpose Hall 3% of Total Leasable Area* respectively. The sample of anchor Tenants of Central Plaza Rama II Shopping Complex of the part of property to be invested by the Fund are as follow: Central Department Store HomeWorks Major Cineplex Tops Supermarket and Major Bowl. Central Plaza Ratchada-Rama III Shopping Complex Project 1. General Information of Central Plaza Ratchada-Rama III Shopping Complex Central Plaza Ratchada-Rama III Shopping Complex is situated in one of a prime location on Sathupradit Road which is adjacent to Bangkok's central business district (Sathorn, Silom) and is a residential area and will be situated nearby the Bangkok Rail Transit Network route according to the plan for public transportation expansion in Bangkok?. * Source: Website of the Office of Transport and Traffic Policy Planning (OTP) 1.1 Location Central Plaza Ratchada-Rama III Shopping Complex is situated at No. 79 Sathupradit Road, Khwaeng ChongNonsi, Khet Yannawa, Bangkok, near a central business district where transportation is convenient. 1.2 Description of the Complex, Engineering System and Pubic Utility Systems Central Plaza Ratchada-Rama III Shopping Complex consists of a building with 8 storeys and 2 storeys basement and a parking structure on an approximately 12-rai plot of land. The building include a shopping center (excluding the building which is owned independently by Ratchada Nonsi Department Store Co., Ltd. and which is the location of Central Department Store), common area, parking space and surrounding road. Central Pattana Rama III Co., Ltd. manages the Shopping Complex. Central Plaza Ratchada- Rama III Shopping Complex was constructed and completed in 1997 and its operation began in October 1997. The total usable area of Central Plaza Ratchada-Rama III Shopping Complex is 187,958 square meters as detailed in the following table. Details Area (Square Meters) 1 Shopping Center, divided into - Leasable area 56,620 - Common area 27,563 - Service area 13,589 2 Car Park Building (with 2,336 parking spaces) 90,186 Total usable area 187,958 Public Utility Systems Public utility systems consist of 9 elevators, including 7 passenger elevators and 2 service elevators, 42 escalators, and fire-fighting and sprinkler systems within the building. 1.3 Form of Management Central Pattana Rama III Co., Ltd., a 60.53% subsidiary of Central Pattana Public Company Limited, manages Central Plaza Ratchada-Rama III Shopping Complex (excluding Central Department Store). Central Realty Service Rama III Co., Ltd., a subsidiary of Central Pattana Rama III Company Limited, owns and provides public utility services, manages a food court and maintains facilities in Central Plaza Ratchada-Rama III Shopping Complex. As of 31 May 2005, Central Plaza Ratchada-Rama III Shopping Complex is owned by the Thai Business Fund 1 which is a property fund established by Krung Thai Asset Management Co., Ltd. The investment units held by Central Pattana Public Company Limited and its affiliates account for approximately 20.18% of the total number of investment units sold. Central Pattana Rama III Co., Ltd. leased the Shopping Complex for the purpose of gaining profits through the lease of spaces to retail tenants. 1.4 Tenant Profile The tenants in Central Plaza Ratchada-Rama III Shopping Complex can be categorized as follows: 1. Anchor Tenants: shops with space from 1,000 square meters such as Major Cineplex, Major Bowl, Fitness First, Index Furniture, and IT City, etc. 2. Retail Tenants: shops with space less than 1,000 square meters such as the merchandise and service shops and outlets in the teen fashion center (XY Arena), education center (Education Zone), mobile center (E-Center), carts, commercial banks, food and beverage shops, take-home food shops, and coin operated machines. 3. Promotion Area: common area for lease which can be used for trade shows, exhibitions and promotional activities, such as automobile show etc. This area is in addition to the leasable area. As of 31 December 2004, the average occupancy rate of Central Plaza Ratchada-Rama III Shopping Complex was 97.8% with a total of 422 tenants which defined Anchor Tenant 24% of Total Leasable Area and Retail Tenant 73% and Multipurpose Hall 2% of Total Leasable Area respectively. The sample of anchor Tenants of Central Plaza Rama III Shopping Complex are as follow: Major Cineplex, Major Bowl, Fitness First and Index Furniture 1.5 Historical Status and Occupancy Rate During the Previous 3 Years of Central Plaza Ratchada-Rama III Shopping Complex 2002 2003 2004 Rental and service income (million baht) 557.56 578.94 622.30 Total tenants as at 31 December(a) (units) 422 428 422 Total leased area as at 31 December 54,971 56,186 56,619 Occupancy rate as at 31 December 92.4% 96.7% 97.8% Average rental(b) (Baht/square meter) 868 857(c) 865 No. of tenants whose contract expired(c) (units) 90 161 141 Area of which contract expired(d) (square meters) 4,115 12,284 7,743 Remarks: (a), (c) and (d) Excluding temporary tenants, Kiosks, carts, Promotion Area, ATM and coin operated machines. (b) Average rental rate of all kinds of retail tenants excluding carts, Kiosks and long-term tenants. (c) The average rental rate was reduced due to expansion of leasable area in the new sections of the Shopping Complex such as the upper floors where average rental rates are less than rentals on lower floors. 2. Detail of Central Plaza Ratchada-Rama III to be Invested by the Fund The Fund will invest in leasehold rights in the land and the Central Plaza Ratchada-Rama III Shopping Complex as well as parking space within the building (the "Central Rama III Shopping Complex") from Central Pattana Rama III Co., Ltd. for a term of 30 years, with an option to renew the Lease Agreement twice for a term of 30 years each time, which the rental and deposit pursuant to the terms of the lease agreement will be paid by the Fund in full in a single payment. In addition, the Fund will purchase and/or accept transfer of ownership from Central Realty Service Rama III Co., Ltd in the public utility systems and facilities of Central Rama III Shopping Complex. The details are as set out below. 2.1 Details of the land with a total area of approximately 12 rai (20,178.4 square meters) on which Central Plaza Rama III Shopping Complex is located, which will be leased by the Fund Title Land No. Survey Tambon Amphoe Province Area Deed Page Rai-Ngan- Square No. Square Wah Meters 53132 379 8534 Chong Nonsi Yannawa Bangkok 12-0-83.4 19,533.6 53133 380 8534 Chong Nonsi Yannawa Bangkok 0-1-61.2 644.8 Remarks 1. The Central Rama III Shopping Complex to be invested in by the Fund excludes the part of building which is occupied by the Central Department Store independently owned by Ratchada Nonsi Department Store Co., Ltd., No. 79/3 Sathupradit Road, Khwaeng ChongNonsi, Khet Yannawa, Bangkok, and the space which is owned by Rachada Nonsi Department Store Co., Ltd. and has been leased out to Central Pattana Rama III Co., Ltd. 2. The Fund agrees to grant a right to Ratchada Nonsi Department Store Co., Ltd. to use the entrance-exit and car park as well as to utilize the parking space jointly with the Fund. 2.2 Details of the Central Rama III Shopping Complex Leasehold rights in certain parts of the Central Rama III Shopping Complex which is a building with 8 stories and 3 stories basement, No. 79, 79/1-79/2, 79/4-79/333, Sathupradit Road, Khwaeng ChongNonsi, Khet Yannawa, Bangkok, currently utilized as a shopping center, parking space service area, and covering an area to be leased by the Fund of approximately 169,700 square meters. The investment in the leasehold rights in the Central Rama III Shopping Complex as stated above does not include the leasehold rights in some spaces within the Central Rama III Shopping Complex which Central Pattana Rama III Co., Ltd. has leased out to retail tenants, who have paid remuneration for a leasehold right under a long-term lease agreement and spaces that Central Pattana Rama III Co., Ltd. has leased from Central Department Store having the area of approximately 18,217 square meters, representing approximately 21.65% of the Leasable and Common Area of the Shopping Complex. Remark: *Leasable and Common Area means leasable area, including common (more)