26 February 2010
Attachment 1 Information Memorandum on Connected Transaction
(Attachment 1)
Information Memorandum on Connected Transaction
Subject : The Service Agreement with Harng Central Department Store Ltd.
Due to changes in some business factors, the consideration of service
agreement fee between Central Pattana Public Co., Ltd. and its subsidiaries
("CPN") with Harng Central Department Store Ltd. ("HCDS") was affected. This
includes the closing of CentralPlaza Lardprao for renovation, the criteria
determination for management fee payment from the hotel business that CPN has
outsourced to an external entity and other cases that were under consideration
as according to the company's plan. Therefore, HCDS and CPN have agreed to
further discussion, which may require some time to clarify the procedure in
management fee collection, in order for suitability with the nature of the
business and other factors that may affect the specification of the terms and
conditions of service agreement. HCDS proposed the cancellation of terms and
conditions in the previous proposal, for which the company's Board of
Directors approved the entry into service agreement with HCDS in meeting
No.6/2009 on November 4, 2009 (the details of which were disclosed to the
Stock Exchange of Thailand on November 4, 2009). Additionally, HCDS has
proposed to collect management fee until conclusion regarding the mentioned
service agreement is obtained, subjected to maximum period of one year, so
that both parties may reconsider the terms and conditions of the agreement in
the mean time. The information of the transaction are as follows:
1. Date of Transaction
1 January 2010 - 31 December 2010
2. Involved Parties and Relationship
Service receiver: Central Pattana Public Co., Ltd. and its subsidiaries
("CPN")
Service provider: Harng Central Department Store Ltd. ("HCDS")
Relationship : The majority shareholders of both CPN and HCDS are
members of Chirathivat family, (persons and juristic persons) who hold
totaling 60% in CPN and 100% in HCDS respectively.
3. Characteristics of the Connected Transaction
1) The monthly payment of management service fee is calculated from 0.75%
of CPN's rental and service revenues, including revenue from properties that
are managed by CPN.
2) The minimum and maximum management service fees per month are increased
from present agreement in 2009 by 5%. The details are as follows:
Minimum management service fee is 5,457,375 baht/month
Maximum management service fee is 8,180,550 baht/month
3) Giving a condition that the actual average monthly management service
fees calculated under 1) and 2) shall not exceed 0.65% of the rental and
service revenues (apply whichever amount that is lower to the payment on
connected transactions).
4. Transaction Value
Maximum value of management service fees for 1 year will not exceed
98,166,600 baht or 0.68% of net tangible assets, calculated from consolidated
financial statements as of September 30, 2009.
5. Criteria Used in Determining a Transaction's Total Value and Total
Consideration
Based on allocation basis of actual costs of the service provider.
6. Opinion of the Board of Directors and Audit Committee
The directors with no conflict of interests and the Audit Committee have
agreed that the service provided by HCDS is beneficial to CPN's business
operation due to HCDS's experience, knowledge and understanding in retail
business. In addition, the offered terms and conditions of the agreement from
HCDS is beneficial to CPN and is better than the existing agreement. The new
agreement is more reasonable and does not cause a transfer of benefits.
Therefore, the Board of Directors has approved of entering into a service
agreement with HCDS.