03 พฤศจิกายน 2549
Information Memorandum
Disclosure of Information Concerning the Acquisition
Disposition of Assets (Schedule 1)
Central Pattana Public Company Limited
The Board of Directors' meeting of Central Pattana Public
Company Limited ("CPN") at its meeting No.4/2006, held on
September 20, 2006, has approved the concept of leasing/
subleasing Shopping Complex (certain parts) and 2 Office
Buildings (entrie parts) at Central Plaza Pinklao Project to
CPN Retail Growth Property Fund ("CPNRF"), which can be
summarized as follows:
1. The transaction date
* After obtaining approval from the Board of Directors, which
is expected to be completed within February 2007.
2. The party involved and relationship with CPN
* Leasor/subleasor: Central Pattana Public Company Limited.
* Leasee/subleasee: CPN Retail Growth Property Fund by TMB
Asset Management Company Limited, the Management Company.
* Relationship with CPN: CPN has invested in 33 percent of the
total number of Investment Units issued and sold of CPNRF and
acts as the Property Manager of CPNRF.
3. The general characteristic of the transaction
3.1 Type of transaction: The transaction is categorized as
class 2 transaction according to the Notification of the Stock
Exchange of Thailand ("SET") Re: Rules, Procedures and
Disclosure of Information Concerning the Acquisition and
Disposition of Assets of Listed Companies. The value of the
transaction is exceeding 15 percent but less than 50 percent of
the total asset value of CPN, Baht 32,789,979,000 as of June
30, 2006.
3.2 Characteristic of transaction: Lease/sublease 1 unit of
shopping complex (certain parts) and 2 units of office
buildings (entire parts) in the Central Plaza Pinklao 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 according to the regulation of the Office of Securities
and Exchange Commission of Thailand.
In any case, 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 unitholder's
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.
4. Details of assets
* CPN will lease/sublease of the Central Plaza Pinklao Shopping
Complex (certain part) and 2 units of Office Buildings,
including parking area therein (proportionate to the
utilization of area of the shopping complex and office
buildings to be invested by the Fund) as well as the utilities
systems in relation to the shopping complex, the office
buildings, and the parking area. The total gross area to be
invested by the Fund is approximately 190,236 square meters,
accounted for 66.4 percent of total gross area of the project
(excluding the Central Department Store which is owned by Thai
Business Fund 3. The Long-term lease/sublease agreement will be
expired on December 31, 2024.
5. The basis used to determine the value of transaction
* The value of lease/sublease shall not exceeding Baht
6,934,920,000.
6. The basis used to determine the value of transaction
* Determining by performing cash flow projection from the
assets (using discounted cashflow approach) and the final price
will not be higher than the lowest price obtained from the
appraisal reports.
7. Expected benefit to CPN
* CPN expects to have adequate working capital for future
developments in accordance to CPN's expansion plan and stronger
financial position with higher liquidity as well as lower
interest payment.
8. Plan for use of proceeds from disposition of the assets
* Proceeds from lease/sublease of the assets will be used for
investment in additional Investment Units offered of CPNRF. The
rest of the proceeds will be reserved for future developments
in accordance to CPN's expansion plan. CPN is currently
developing Chaengwattana and Pattaya Beach Projects.
9. Conditions of the transaction
* Since the transaction is categorized as Class 2 Transaction
and value of the transaction is exceeding 15 percent but less
than 50 percent of the total asset value, CPN is required to
disclose information in regard of the transaction to the SET
and submit the detail of such transaction to its shareholders
within 21 days from the date of notification to SET.
10. The opinion of the Board of Directors
* The Board of Directors has an opinion that to lease/sublease
of the assets to CPNRF will be beneficial to the Company as
described in 7.
11. The opinion of the Audit Committee and/or Directors which
is different from that of the Board of Directors
* -