Investment in and the Lease/Sublease of Assets to CPNRF

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Nov 03, 2006



November 2, 2006

Subject: Notification of the Investment in and the Lease/ Sublease of Assets to CPN Retail Growth Property Fund

To: The President, The Stock Exchange of Thailand

Enclosure: Information Concerning the Acquisition Disposition of Assets (Schedule 1)

          As Central Pattana Public Company Limited ("CPN") has notified a consideration of the Board of Directors regarding lease/sublease certain parts of Shopping Complex and 2 Office Buildings at Central Plaza Pinklao Project to CPN Retail Growth Property Fund ("CPNRF") on October 5, 2006 and according to the resolutions of the Board of Directors meeting held on September 20, 2006, CPN would like to notify further information as follows:

1. CPN is considering to lease/sublease 1 unit of shopping complex (certain parts) and 2 units of office buildings (entire parts) in the Central Plaza Pinklao Project, including parking spaces (according to the proportion of space used by the shopping complex and office buildings to be invested by the CPNRF), the utility systems related to the shopping complex and the office buildings, the surrounding road and the entrance and exit of the 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.

2. At present, CPN has invested in 33 percent of the total number of Investment Units issued and sold of CPNRF which is in accordance to the notifications of the Office of Securities and Exchange Commission of Thailand ("SEC") for the owners of the real properties and related persons holding the Investment Units of the Fund not exceeding one-third of the total number of the Investment Units issued and sold. In regard of the capital increase of CPNRF by offering the additional Investment Units CPN intends to invest in 33 percent of the total additional Investment Units offered for sale this time. In any event, additional investment in CPNRF shall not cause the owners of the real properties and its related persons to become the unitholders holding the Investment Units of CPNRF in excess of one-third of the total number of the Investment Units issued and sold.

3. To be in agreement with the increase in assets of CPNRF and due to the current situation CPN, as the Property Manager of CPNRF, has proposed the increase of the property management fee rates collected from the CPNRF as follows:

3.1 Leasing Commission for procuring tenants and management of all tenants

(1) Shopping Complex Project
- Amendment of the leasing commission for procuring tenants and management of all tenants upon entering into new lease agreements with 3-yeared term of lease agreement from 1 month to 1.5 months.
- Addition of leasing commission of 3 percent of the remuneration paid in advance for leasehold right received from the tenants for entering into lease agreements for more than 3 years with advance payment of remuneration for leasehold right by tenants.
- Leasing commission for other tenants remains unchange.

(2) Office Building Project which is the new type of asset. CPN has proposed leasing commission as follows:

Leasing Commission
(based on rental rate of particular tenant)

1. For renewal of lease with existing

0.5 month tenants

2. For entering into new lease agreements, 3 rates depending on the terms of lease agreements

- Not exceeding 3 years

0.5 month

- 3 years or more

1.0 month

- For entering into lease agreements for more than 3 years with advance payment of remuneration for leasehold right by tenants

3 percent of the remuneration for leasehold right received from the tenants

3.2 Fee for overseeing the improvement and/or development of real properties of the CPNRF, which CPNRF will pay to CPN as the Property Manager as remuneration for its service of overseeing the development of real properties of CPNRF, including its recommendation on the improvement and/or development of real properties of CPNRF to enhance their potentiality and increase the returns of CPNRF (Value Enhancement), at the rate of 2.00 percent of the total construction value (hard cost) for improvement and/or development of the real properties of CPNRF, provided that such hard cost for improvement and/or development includes the cost to repurchase the space to be improved and/or developed from the existing lessees, but shall not include the expense of design, consultation fees and other professional fees and related expenses. In this regard, CPN shall present the project for the improvement and/or development of real properties of CPNRF, including the remuneration for overseeing the work and related details to the Investment Committee of CPNRF for consideration from time to time.

          In this regard, the process of leasing/subleasing certain parts of Shopping Complex and 2 Office Buildings (entire parts) in the Central Plaza Pinklao Project to CPNRF is considered as disposition of assets which has a value exceeding 15 percent but less than 50 percent of the total asset value and according to the notification of the Stock Exchange of Thailand ("SET") the company is requested to disclose information and performance of the company concerning the acquisition and disposition of assets to the SET. As a result, CPN will submit the detail of such transaction to its shareholders within 21 days from the date of notification to SET.

          In any case, CPN would like to inform that 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 unitholders' 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 and CPN will inform the shareholders within 21 days from the date of notification to SET according to the notification of SET.

Please be informed accordingly.

 

Yours Faithfully,

 

       (Mr. Naris Cheyklin)
Secretary to the Board of Directors