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Annual Report for the Financial Year Ended 30 September 2019

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Annual Report for the Financial Year Ended 30 September 2019 Annual Report 2019 Annual Report For the financial year ended 30 September 2019 Thailand Future Fund (TFFIF) “Investors can study additional information of the Fund from the Annual Registration Statement (Form 56-1) available at www.sec.or.th or www.tffif.com” Thailand Future Fund 1 Annual Report 2019 TABLE OF CONTENTS PAGE PART 1 MATERIAL INFORMATION OF THE FUND 3 PART 2 OPERATIONS OF THE FUND 1. INFORMATION OF THE FUND 11 2. POLICY, BUSINESS OVERVIEW AND PROCUREMENT 12 OF BENEFITS 3. OVERVIEW OF INDUSTRIAL SITUATION 24 4. RISK FACTORS 47 5. LEGAL DISPUTES 60 6. OTHER MATERIAL INFORMATION 60 PART 3 MANAGEMENT AND CORPORATE GOVERNANCE 7. INFORMATION OF INVESTMENT UNITS AND UNITHOLDERS 61 8. MANAGERIAL STRUCTURE 66 9. CORPORATE GOVERNANCE 92 10. CORPORATE SOCIAL RESPONSIBILITY 107 11. INTERNAL CONTROL AND RISK MANAGEMENT 108 12. PREVENTION OF CONFLICT OF INTERESTS 109 PART 4 FINANCIAL POSITION AND OPERATING RESULTS 13. FINANCIAL INFORMATION 114 14. MANAGEMENT DISCUSSION AND ANALYSIS 119 15. FUND SUPERVISOR’S OPINION ON THE OPERATION 123 OF THE FUND ATTACHMENT REPORT AND FINANCIAL STATEMENT 30 SEPTEMBER 2019 Thailand Future Fund 2 Annual Report 2019 PART 1 MATERIAL INFORMATION OF THE FUND Thailand Future Fund (“TFFIF”) is an infrastructure fund registered with the Securities and Exchange Commission on the 24th day of November 2016 with the initial capital of THB 1,000,000,000 consisting of 100,000,000 Investment Units. The par value of each Investment Unit is THB 10 The Ministry of Finance (“MOF”) is the sole Unitholder of the distributed Investment Units in accordance with the Cabinet Resolution dated 15 December 2015 and 12 July 2016, including other Cabinet Resolutions concerning the Fund. TFFIF was established with an objective to invest mainly in Infrastructure Businesses that have the potential to create returns. The Fund is approved for registration of capital increase on the 26th day of October 2018 with THB 45,700,000,000 registered capital after capital increase. The initial infrastructure assets which TFFIF invests in comprises of the right to the Transfer Revenue derived from existing routes of the Initial Expressways which equals 45.0% actually collected from the motorists for the use of the Chalong Rat Expressway and the Burapha Withi Expressway for a 30-year period, in accordance with the criteria of the SEC and other relevant laws. The Investment Units are listed and trading commenced on the SET on the 31st day of October 2018 under the abbreviated name of TFFIF. 1. MATERIAL INFORMATION OF THE FUND 1.1. SUMMARY OF MATERIAL INFORMATION OF THE FUND Fund Name: Thailand Future Fund Project Description: TFFIF is a specific fund. The Unitholders will not be able to sell their Investment Units back to the Management Companies. Project Life: Close-ended fund with indefinite term Listing Date: Investment Units were listed on the SET on the 31st day of October 2018 Type of Securities: Number of Investment Units: 4,570,000,000 units, at a par value of THB 10, and total value of THB 45,700,000,000 Management Companies: Krungthai Asset Management Public Company Limited MFC Asset Management Public Company Limited Fund Supervisor: Kasikornbank Public Company Limited Main Assets: The initial infrastructure assets which TFFIF will invest in comprise the right to the Transfer Revenue derived from existing routes of the Initial Expressways. The Expressway Authority of Thailand (“EXAT”) will be responsible for the day-to-day management of the Initial Expressways, pursuant to the relevant laws and the terms of the Revenue Transfer Agreement. Pursuant to the Revenue Transfer Agreement, the Transfer Revenue will equal 45.0% of the Net Toll Revenue collected from the Thailand Future Fund 3 Annual Report 2019 existing routes of the Initial Expressways for a 30-year period from the Transfer Date. 1.2. SUMMARY OF INFORMATION ON MAIN ASSETS Investment TFFIF invests in the right to the revenue derived from existing routes Characteristics of EXAT comprising of Chalong Rat Expressway and the Burapha Withi Expressway which the Transfer Revenue will equal 45.0% of the Net Toll Revenue collected from the existing routes of the Initial Expressways for a 30-year period from the Transfer Date. Total Investment THB 45,700 million Characteristics of the The initial infrastructure assets which TFFIF will invest in shall Procurement of Benefits comprise the right to the Transfer Revenue derived from existing routes of the Initial Expressways. EXAT will be responsible for the day-to-day management of the Initial Expressways, pursuant to the relevant laws and the terms of the Revenue Transfer Agreement. The Transfer Revenue will equal 45.0% of the Net Toll Revenue collected from the existing routes of the Initial Expressways for a 30-year period from the Transfer Date. If EXAT is able to achieve certain target levels of Project Revenue derived from the existing routes of the Initial Expressways, TFFIF will receive a reduced share of the portion of the Net Toll Revenue which exceeds the Projected Net Project Revenue. The two Initial Expressways cover a total length of 83.2 km and comprise: a) the 28.2 km Chalong Rat Expressway, which connects the Eastern Bangkok Outer Ring road, located in the proximity of the Chatuchot area, with the Chaloem Maha Nakhon Expressway around At Narong and the Bang Na – At Narong Expressway; and b) the 55.0 km Burapha Withi Expressway, which is one of the longest elevated toll roads in Thailand and begins at the end of the Chaloem Maha Nakhon Expressway, in the proximity of Bang Na district, continuing to the east across the Bang Pakong river and ends in Chonburi province. Price deriving from valuation/appraisal on the date of valuation/most recent appraisal TheInitial Price deriving from valuation/appraisal by Date of Expressways valuation/appraisal American Appraisal (Thailand) Ltd. (AATL) Chalong Rat THB 26,940,000,000 30 September 2019 Expressway Thailand Future Fund 4 Annual Report 2019 Burapha Withi THB 26,226,000,000 30 September 2019 Expressway Total THB 53,3166,000,000 1.3. Summary of material information regarding income procurement from Infrastructure Assets; if the Fund allows long term lease or charter: N/A 1.4. Guarantee on the revenue from Infrastructure Assets: N/A 1.5. Summary of significant events affecting the operation of the Fund (Milestone) in the past year: The Fund offered Investment Units for Capital Increase and allocated the proceeds from such offering and the initial capital of the Fund, after deduction of relevant transactional expenses, to the investment in the Transfer Revenue received pursuant to the Revenue Transfer Agreement. The remainder (if any) will be used as working capital of TFFIF. 1.6. Summary of material information regarding loans (if any) There has been no loan. 1.7. Summary of information on past distribution of the TFFIF at a minimum of 5 years (if any) Performance Period Dividend (THB) Capital Reduction Book Dividend No. (THB) Closing Payment Amount Per Unit Amount Per Unit Date Date 1 1 Oct 2018 – 31 Dec 2018 340,008,000 0.0744 40,673,000 0.0089 1 Mar 2019 15 Mar 2019 2 1 Jan 2019 – 31 Mar 2019 468,425,000 0.1025 72,206,000 0.0158 31 May 2019 14 Jun 2019 3 1 Apr 2019 – 30 Jun 2019 439,634,000 0.0962 84,088,000 0.0184 29 Aug 2019 16 Sept 2019 4 1 Jul 2019 – 30 Sept 2019 546,115,000 0.1195 - - 2 Dec 2019 19 Dec 2019 1.8. Management Fee Management fee for 2019 accounting period : THB 36,985,557 Fund Supervisor’s fee for 2019 accounting period : THB 6,495,598 Auditor’s fee for 2019 accounting period : THB 1,531,405 Registrar fee for 2019 accounting period : THB 5,585,458 2. MATERIAL RISK FACTORS Investors should carefully consider the risks and investment considerations, along with the other matters. The risks and investment considerations set forth below are not an exhaustive list of the challenges, which TFFIF and/or the Management Companies currently face or that may develop in the Thailand Future Fund 5 Annual Report 2019 future which may have a material adverse effect on TFFIF, the Management Companies or on the future value of the Investment Units. 1. Risks relating to the Organisation, Structure and Management of TFFIF 1.1. TFFIF is a newly established entity without any revenue-generating operations or any other Infrastructure Assets of its own save for its investment in financial instruments and the right to the Transfer Revenue under the Revenue Transfer Agreement. When the transfer of contractual right to the Transfer Revenue becomes effective pursuant to the Revenue Transfer Agreement, the right to the Transfer Revenue will be the sole initial Infrastructure Asset of TFFIF. 1.2. TFFIF will be reliant on EXAT’s operation of the Initial Expressways and the collection and delivery of the Transfer Revenue to TFFIF, including the maintenance of the Expressways, as well as the ability to provide service and the collection of tolls, over which TFFIF will only have limited control. Moreover, the amount of Transfer Revenue from the Initial Expressways depends on a variety of factors such as procedure and consideration in the adjustment of toll rates, traffic management and the condition of the Initial Expressways. These factors are under the control of EXAT. 1.3. Inability to acquire new assets or generate new revenue streams would materially limit TFFIF’s operations and may materially and adversely affect TFFIF’s financial results and position and future prospects, and may result in the dissolution of TFFIF upon the termination or expiry of the Revenue Transfer Agreement.
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