12 November 2012

Connected Transaction and the No. 1/2013 EGM (Add template)

Connected transaction 1. Date of the Transaction and Relevant Parties Date of Transaction After obtaining an approval to enter into the transaction from the Extraordinary General Meeting of Shareholders No. 1/2013 to be held on 18 January 2013. Relevant Parties Lessee: Central Pattana Public Company Limited ("CPN") Lessor: Vantage Ground Company Limited ("Vantage") 2. Characteristics and Nature of the Transaction Details of the Transaction Land plots under a long-term land lease agreement that CPN will enter into with Vantage has total approximate area of 98 rais, 1 ngan and 96.1 sq.wah or 39,396.1 sq.wah. They are located on Karnjana Pisek Road and Rattanathibet Road, at Bang Yai Junction, Sao Thong Hin Sub-District, Bang Yai District, Nonthaburi. They will be used for the purpose of developing and constructing a shopping center project. The shopping center will have total gross area (including parking area) of 333,000 sq.m. and net leasable area (excluding area of department store) of 75,000 sq.m. As the Metropolitan Rapid Transit Purple Line (Bangyai-Ratchburana from Bangyai to Bangsue) ("MRT Purple Line") traverses some parts of such land plots, details of each are as follows: - Land 1 (located on the left-handed side of the MRT Purple Line) consists of vacant land under 18 land title deeds, with total approximate area of 89 rais and 57.2 sq.wah. - Land 2 (located on the right-handed side of the MRT Purple Line) consists of vacant land under 9 land title deeds, with total approximate area of 9 rais, 1 ngan and 38.9 sq.wah. In entering into such long-term land lease agreement, CPN has to bear relevant expenses as follows: 1) Upfront fee for the total amount of Baht 655 million 2) Rental fee to be paid once a year for the period from 2013 to 2042 with the total amount to be paid for the entire 30-year lease term of Baht 4,443.72 million. Present value (PV) of total annual rental payments at the discount rate of 12 % is Baht 747 million 3) Leasehold right registration fee, stamp duty fee and other expenses to be incurred in acquiring land leasehold right for the total amount of Baht 78 million PV of all expenses in acquiring leasehold right associated with such land plots is Baht 1,480 million. ______________________________________________________________________ Meeting schedule of securities holders Subject : Schedule of Extra-General Meeting of Shareholders Date of Board resolution : 09-Nov-2012 Meeting date : 18-Jan-2013 Beginning time of meeting (h:mm) : 14 : 00 Record date for the right to attend the : 27-Nov-2012 meeting Book closing date for collecting holders : 28-Nov-2012 names under Section 225 of the Securities and Exchange Act Ex-meeting date : 23-Nov-2012 Significant agenda item : - Connected transaction - - Acknowledgment of the minutes of the 2012 AGM - Approval of an amendment to the number of directors with binding signatures - Approval of an amendment to CPN's Articles of Association Venue of the meeting : Zen Gallery, 8th floor at CentralWorld Shopping Center, Rajdamri Road, Patumwan, Bangkok 10330 ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand has no responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement.