10 พฤศจิกายน 2548
Asset Acquisition-Chaeng Wattana &Pattaya Project(revised)
Central Pattana Public Company Limited
Disclosure of Information Concerning the Acquisition of Assets
Subject : Disclosure of Information Concerning the Acquisition
of Assets (revised)
To : President of the Stock Exchange of Thailand
The Board of Directors of Central Pattana Public
Company Limited ("the company") at its meeting No.5/2005,held
on November 9, 2005, has approved the resolutions to develop two
new projects on Chaeng Wattana Road, Nontaburi Province and on
Pattaya Klang Road, Chonburi Province. Details of new projects
are as follow :
Chaeng Wattana Project
1. The transaction date :
On August 11, 2004, the board of directors' meeting
No. 3/2004 had approved the purchase of the land of 24-1-27 Rai
which located on Chaeng Wattana Road, Nontaburi Province and
authorized the Executive Committee to do all necessary
processes relating to such purchase of land.
On November 9, 2005 the board of directors' meeting
No. 5/2005 has approved the construction of the shopping center
building and office building on such land.
2. The parties involved :
Land buyer : Central Pattana Public Company Limited
("The Company")
Land seller : 1 person and 1 juristic person who are not
related parties.
3. Details of assets :
Freehold land of 24-1-27 Rai which located on Tumbon
Bangtarad, Amphur Pakkret, Nontaburi Province.
The Company plans to develop a shopping center which
comprises of approximately 100,000 square meter retail space
(include Central Department Store), 20,000 square meter of
office building and 94,000 square meter of parking space.
4. The total value of the transaction :
Cost of the land 850 MB
Estimated construction cost 3,700 MB
Total 4,550 MB
5. The basis used to determine the value of transaction :
Cost of the land plus construction cost which is estimated based
on current market construction cost.
6. The benefit for the Company as the result of the transaction :
This project will expand the Company's customers
and assets base to Nontaburi Province and vicinity. This area is
considered as a high growth potential location as it is
surrounded by residential projects, office buildings and
government offices. Moreover, the government plans to promote
Chaeng Wattana to be a center of government offices.As a result,
the Company believed that these positive factors will create
high purchasing power in this area which will be resulted in
high growth potential in the Company's revenue and profit in the
long run.
7. Source of fund :
For land cost : Cash flow from operation of the Company and
issuance of the promissory note.
For construction cost : Cash flow from lease of land and
building of Rama 2 and Rama 3 to
CPN Retail Growth Property Fund
(CPNRF) and project financing.
8. The calculation of the size of transaction :
Total value of the transaction = Cost of land and Estimated
construction cost / Total assets value of the Company (As at
June 30,2005)
= 4,550,000,000 / 28,006,558,000
= 16.25%
9. The board of director opinion : The board of directors has
an opinion that these transactions will be beneficial to the
Company as described in 6.
Pattaya Project
1. The transaction date :
On November 12, 2004 the board of directors'
meeting No. 4/2004 had approved the purchase of the land of
14-2-85 Rai and lease the land of 7-2-84 Rai which located on
Pattaya Klang Road, Chonburi Province and authorized the
Executive Committee to do all necessary processes relating to
such purchase and lease of land.
On November 9, 2005 the board of directors'
meeting No. 5/2005 have approved the construction of the
Shopping center building on such land.
2. The parties involved :
Land Buyer/Lessee : Central Pattana Rama 2 Company Limited
Land Seller/Lessor : 1 person and 3 non juristic body of
persons who are not related parties
3. Details of assets :
Total land area is 22-1-69 Rai which comprises of
freehold land of 14-2-85 Rai and leasehold land for 30 years of
7-2-84 Rai. Such lands locate on Pattaya Beach Road, Tumbon
Nongprue, Amphur Banglamung, Chonburi Province.
The Company plans to develop a shopping center which
comprises of 80,000 square meter of retail space (include
Central Department Store) and 70,000 square meter of parking
space.
4. The total value of the transaction :
Cost of land and leasehold right 882 MB
Estimated cost of the construction 2,400 MB
Total 3,282 MB
5. The basis used to determine the value of transaction :
Cost of the land plus construction cost which is estimated based
on current market construction cost.
6. The benefit for the Company as the result of the transaction :
As seen from the success of its existing Central
Festival Center Pattaya, this project will expand the Company's
customers base in Pattaya which is the tourists city and high
growth potential location. It also has a competitive advantage
in term of location as it is located on street along the beach
which is convenient for customers. Moreover, the Company plans
to develop this project to be more interesting and differentiate
from the other competitors. As a result, the Company believed
that these positive factors will create high purchasing power in
this area from Thai and foreign tourists which will be resulted
in high growth potential in the Company's revenue and profit in
the long run.
7. Source of fund :
For land cost : Cash flow from operation of the Company and
issuance of the promissory note.
For construction cost : Cash flow from lease of land and
building of Rama 2 and Rama 3 to
CPN Retail Growth Property Fund
(CPNRF) and project financing.
8. The calculation of the size of transaction :
Total value of the transaction = Cost of land and Estimated
construction cost / Total assets value of the Company (As at
June 30,2005)
= 3,282,000,000 / 28,006,558,000
= 11.72%
9. The board of director opinion : The board of directors has
an opinion that these transactions will be beneficial to the
Company as described in 6.
The total size of its two new project, Chaeng Wattana and
Pattaya, which is determined by transaction value method is
27.96% of its total asset. According to the Notification of the
Stock Exchange of Thailand in disclosure of information and
performance of the company concerning the acquisition and
disposition of assets, the transaction is categorized as Class 2
Transaction which size of transaction is more than 15% but less
than 50%. As a result, the Company will submit the Information
Memorandum of such transaction to the Company's shareholders
within 21 days from the date of notification to the Stock
Exchange of Thailand.
Please be informed accordingly.
Yours Faithfully,
(Naris Cheyklin)
Secretary to the Board of Directors