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.
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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
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