03 November 2006
Investment in and the Lease/Sublease of Assets to CPNRF
November 2, 2006
Subject: Notification of the Investment in and the Lease/
Sublease of Assets to CPN Retail Growth Property Fund
To: The President,
The Stock Exchange of Thailand
Enclosure: Information Concerning the Acquisition Disposition
of Assets (Schedule 1)
As Central Pattana Public Company Limited ("CPN") has
notified a consideration of the Board of Directors regarding
lease/sublease certain parts of Shopping Complex and 2 Office
Buildings at Central Plaza Pinklao Project to CPN Retail Growth
Property Fund ("CPNRF") on October 5, 2006 and according to the
resolutions of the Board of Directors meeting held on
September 20, 2006, CPN would like to notify further
information as follows:
1. CPN is considering to lease/sublease 1 unit of shopping
complex (certain parts) and 2 units of office buildings
(entire parts) in the Central Plaza Pinklao Project, including
parking spaces (according to the proportion of space used by
the shopping complex and office buildings to be invested by the
CPNRF), the utility systems related to the shopping complex
and the office buildings, the surrounding road and the entrance
and exit of the Project for the period of approximately 18
years to CPNRF for the total price not exceeding Baht
6,934,920,000. The final price will not be higher than the
lowest price obtained from the appraisal reports from at least
2 independent appraisers in excess of 20 percent.
2. At present, CPN has invested in 33 percent of the total
number of Investment Units issued and sold of CPNRF which is
in accordance to the notifications of the Office of Securities
and Exchange Commission of Thailand ("SEC") for the owners of
the real properties and related persons holding the Investment
Units of the Fund not exceeding one-third of the total number
of the Investment Units issued and sold. In regard of the
capital increase of CPNRF by offering the additional Investment
Units CPN intends to invest in 33 percent of the total
additional Investment Units offered for sale this time. In any
event, additional investment in CPNRF shall not cause the
owners of the real properties and its related persons to become
the unitholders holding the Investment Units of CPNRF in excess
of one-third of the total number of the Investment Units
issued and sold.
3. To be in agreement with the increase in assets of CPNRF and
due to the current situation CPN, as the Property Manager of
CPNRF, has proposed the increase of the property management
fee rates collected from the CPNRF as follows:
3.1 Leasing Commission for procuring tenants and management
of all tenants
(1) Shopping Complex Project
- Amendment of the leasing commission for procuring
tenants and management of all tenants upon entering into new
lease agreements with 3-yeared term of lease agreement from 1
month to 1.5 months.
- Addition of leasing commission of 3 percent of the
remuneration paid in advance for leasehold right received from
the tenants for entering into lease agreements for more than 3
years with advance payment of remuneration for leasehold right
by tenants.
- Leasing commission for other tenants remains unchange.
(2) Office Building Project which is the new type of asset.
CPN has proposed leasing commission as follows:
Leasing Commission
(based on rental rate
of particular tenant)
1. For renewal of lease with existing 0.5 month
tenants
2. For entering into new lease agreements, 3 rates depending on
the terms of lease agreements
- Not exceeding 3 years 0.5 month
- 3 years or more 1.0 month
- For entering into lease agreements 3 percent of the
for more than 3 years with advance remuneration for
payment of remuneration for leasehold right
leasehold right by tenants received from
the tenants
3.2 Fee for overseeing the improvement and/or development of
real properties of the CPNRF, which CPNRF will pay to CPN as
the Property Manager as remuneration for its service of
overseeing the development of real properties of CPNRF,
including its recommendation on the improvement and/or
development of real properties of CPNRF to enhance their
potentiality and increase the returns of CPNRF (Value
Enhancement), at the rate of 2.00 percent of the total
construction value (hard cost) for improvement and/or
development of the real properties of CPNRF, provided that such
hard cost for improvement and/or development includes the cost
to repurchase the space to be improved and/or developed from
the existing lessees, but shall not include the expense of
design, consultation fees and other professional fees and
related expenses. In this regard, CPN shall present the project
for the improvement and/or development of real properties of
CPNRF, including the remuneration for overseeing the work and
related details to the Investment Committee of CPNRF for
consideration from time to time.
In this regard, the process of leasing/subleasing certain parts
of Shopping Complex and 2 Office Buildings (entire parts) in
the Central Plaza Pinklao Project to CPNRF is considered as
disposition of assets which has a value exceeding 15 percent
but less than 50 percent of the total asset value and according
to the notification of the Stock Exchange of Thailand ("SET")
the company is requested to disclose information and
performance of the company concerning the acquisition and
disposition of assets to the SET. As a result, CPN will submit
the detail of such transaction to its shareholders within 21
days from the date of notification to SET.
In any case, CPN would like to inform that the process on the
above mentioned is subject to final approval of the
lease/sublease price and other necessary conditions from the
Board of Directors and CPN shall await the resolutions of the
approval for capital increase and other related transactions
concluded in the CPNRF's unitholder meeting (CPNRF informed
that it would hold the unitholders' meeting on 8 December
2006.), approval from the Securities and Exchange Commission
of Thailand including the results of the sale and allotment of
the additional Investment Units. Thus, CPN will notify
information to SET upon acknowledgement of final conclusion of
the process on the above mentioned and obtaining resolutions
from the Board of Directors of CPN. The process on the above
mentioned is expected to be completed within February 2007 and
CPN will inform the shareholders within 21 days from the date
of notification to SET according to the notification of SET.
Please be informed accordingly.
Yours Faithfully,
(Mr. Naris Cheyklin)
Secretary to the Board of Directors