10 กรกฎาคม 2552
IC Resolution for Considering the Capital Increse
(Translation)
No. TT/IM 351/2009
10th July 2009
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 Leasehold Property Fund (CPNRF)
To: The President
The Stock Exchange of Thailand
The Investment Committee of CPN Retail Growth Leasehold 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 9 July 2009 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.
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 public
offering ("Public Offering")
to general investors and/or under a private placement ("Private Placement") to
investors
qualified under the relevant notification of the Office of the Securities and
Exchange Commission
(the "SEC"). 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. In addition, for the benefit of such additional investment of the Fund,
the Management
Company may arrange the Fund to borrow in the amount not more than 10 percent
of the net
asset value of the Fund together with the capital increase of the Fund.
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, including the amount of gearing, the Management
Company will
inform the unitholders of the Fund after the Investment Committee receives
the valuation reports
from the property valuers and passes the resolution relating to such
information within 17 July
2009. 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 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 addition, the Management Company upon a request made by unitholders
holding not
less than 10 percent of the total outstanding investment units shall seek
resolution from the
unitholders to consider and approve the change of the fund management company
to be SCB
Asset Management Co., Ltd.
In this regard, the Management Company deems appropriate to call a
unitholders'
meeting by 11 August 2009, 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.
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. the amendment of the contents in the Fund Management
Project and to
consider and approve the change of the fund management
company of
the Fund.
Agenda 5. To consider the amendment of the contents in the Fund
Management
Project
Agenda 6. Others (if any)
The Management Company will arrange to send the invitation letter,
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 on 24 July 2009 noon onwards until the meeting is
adjourned.
The Fund hereby notifies the date of the closing of the unitholders'
register book on 24
July 2009 onwards until the meeting is adjourned or after the resolutions have
been passed.
Please be informed accordingly.
Yours faithfully,
Nold Swangjang
Authorized Signatory
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