Annual Report
As at 28 February 2013
Tesco Lotus Retail Growth Freehold and Leasehold Property Fund
Krung Thai Asset Management Public Company Limited
To The Unitholders,
Tesco Lotus Retail Growth Freehold and Leasehold Property Fund
The Company hereby submits the Annual Report of 2012"2013, during 13 March 2012 (registration date) and 28 February 2013, of Tesco Lotus Retail Growth Freehold and Leasehold Property Fund in order to inform the Unitholders of the results of operation of the Fund.
The Company would like to thank all Unitholders for entrusting the Company to manage your investment at all times.
Yours sincerely, Krung Thai Asset Management Public Company Limited Tesco Lotus Retail Growth Freehold and Leasehold Property Fund
Abbreviation : TLGF
Management Company : Krung Thai Asset Management Public Company Limited 11 Q House Sathorn Building, M, G and 10th Floor, South Sathorn Road, Kwaeng Tungmahamek, Khet Sathorn, Bangkok 10120 Tel. 02-670-4900 Fax. 02-679-1820
Type of Project : Freehold and leasehold property fund in category of non-redemption of investment units. The management company has submitted the application for the listing of the investment units to the Stock Exchange within 30 days from the registration date of the Fund, and will submit the application for the listing of the investment units offered for sale in connection with the 1st capital increase to the Stock Exchange within 7 days from the date of registration of the 1st capital increase.
Term of Project : No specific term of the Project
Type of Project : Specified
Characteristics of Project : Not exceeding 25,889,280,000 Baht (Twenty Five Thousand Eight Hundred and Eighty Nine Million Two Hundred and Eighty Thousand Baht) (1) Amount of investment of the Project in the first offer for sale of investment units : 18,408,000,000 Baht (2) Amount of investment of the Project in the 1st capital increase : Not exceeding 7,545,000,000 Baht
Offer Price of Investment Units : The offer for sale of investment units for the 1st capital increase: (1) Amount of investment offered for sale : Not exceeding 7,545,000,000 Baht (2) Amount of investment units offered for sale : Not exceeding 650,000,000 Units (3) Subscription price of investment units : 13.30 Baht
First offer for sale of investment units: (1) Amount of investment offered for sale : 18,408,000,000 Baht (2) Amount of investment units offered for sale : 1,770,000,000 Units (3) Offer price of investment units : 10.40 Baht
Amount of Investment Units : Not exceeding 2,420,000,000 Units (1) Amount of investment units before the 1st capital increase : 1,770,000,000 Units (2) Amount of additional investment units offered for sale for the 1st capital increase : Not exceeding 650,000,000 Units
Type of Investment Units : Unitholders specified
Custodian : The Hongkong and Shanghai Banking Corporation Limited, Bangkok Branch
Registrar : Krung Thai Asset Management Public Company Limited 11 Q House Sathorn Building, M, G and 10 th Floor, South Sathorn Road, Kwaeng Tungmahamek, Khet Sathorn, Bangkok 10120 Tel. 02-670-4900 Fax. 02-679-1820
Legal Advisor : Allen & Overy (Thailand) Co., Ltd. 130"132 Sindhorn Tower III, 22 nd Floor, Wireless Road, Kwaeng Lumpini, Khet Pathumwan, Bangkok 10330 Tel. 02-236-7600 Fax. 02-263-7699
Property Administrator: Ek"Chai Distribution System Co., Ltd.
Objective of the Project: To mobilize funds from the general investors within and outside the country and utilize the proceeds obtained to invest in immovable properties, leasehold rights of immovable properties, including sublease rights of immovable properties, and procure benefits from such immovable properties and/or leasehold rights of immovable properties by leasing out, leasing out on sublease, transfering and/or disposing of, and making improvements, modifications, development of the immovable properties and/or leasehold rights of immovable properties by accepting transfer of construction permits and/or submitting applications for such other permits and/or taking any other action for the benefit of the properties invested by the Fund with an emphasis on seeking of income and returns for the Fund and the Unitholders, as well as investing in other properties or other securities, and/or seeking other benefits by any other means as prescribed by the law on securities.
Investment Policy : The Fund will utilize the proceeds obtained from the first offer for sale of investment units in immovable properties and leasehold rights in immovable properties which consist of 17 Tesco Lotus shopping malls. The immovable properties and leasehold rights of immovable properties to be invested by the Fund in the first time shall be (a) 10 properties in which the Fund has ownership in the land and buildings, namely, Srinakarin, Krabi, Prachachuen, Rangsit Klong 7, Tungsong, Singburi, Pranburi, Mahachai, Mae Sai, and Ranong Projects, (b) 2 properties in which the Fund has ownership in certain land and buildings and has leasehold rights in certain land, namely, Samui and Phitsanulok Projects, (c) 4 properties in which the Fund has leasehold rights in the land and has ownership in the buildings, namely, Amata Nakorn, Petchaboon, Lumlookka Klong 6 and Sena Projects, and (d) 1 property in which the Fund has leasehold rights in the land and building, namely, Rama I Project. The leasehold rights in the land invested by the Fund are the leasehold rights under long-term lease agreements, with an average remaining lease term of 26 years approximately. The Fund will also use the proceeds obtained from the offer for sale of additional investment units and the monies that the Fund may borrow from financial institutions at a rate not exceeding 10 per cent of the net asset value of the Fund for investment in additional immovable properties and leasehold rights in immovable properties, which consist of 5 shopping malls, namely, (a) Phuket, Salaya and Nakorn Si Thammarat, and (b) 2 properties that the Fund will have leasehold rights in the land and ownership in the buildings, namely, Rangsit"Nakornnayok and Bangpu Project. The leasehold rights in the land in respect of the new immovable property projects to be invested by the Fund are the rights under long-term lease agreements with an average remaining lease term of 24 years approximately.
Dividend Payment Policy : The Project has the policy to pay dividends to the Unitholders no more than 4 times per annum, which shall be payable on a quarterly basis as prescribed in the fund management project and the relevant rules and regulations as follows: (1) In the event that the Fund incurs any net profits during any accounting year, the management company will pay dividends to the Unitholders not lesser than 90 per cent (or at any percentage permitted by the law on securities and exchange from time to time) of the net profits during that accounting year. (2) In the event that the Fund incurs retained earnings during any accounting year, the management company may also pay dividends to the Unitholders out of such retained earnings.
The net profits and retained earnings in (1) and (2) will not include profits which have not incurred from the appraisal or the review of appraisal of immovable properties or leasehold rights of that accounting year. Such dividend payment must not cause the Fund to incur any accumulated deficit during that accounting year in which the dividends are paid. In paying the dividends, the management company shall proceed to pay such dividends to the Unitholders within 90 days from the end of accounting year, or, in case of interim dividend payment, within 90 days from the date of closure of the register of the Unitholders for the purpose of dividend payment. In the event that the management company is unable to pay dividends during such period, the management company shall notify the Unitholders and the Office of SEC of the same in writing.
Additional Conditions: In making consideration for the dividend payment, if the value of the dividends to be declared per unit during an accounting year is lower than or equal to 0.10 Baht, the management company reserves the right to refrain from paying dividends at such time and carry them on to be payable together at the end of accounting year in accordance with the procedures and rules prescribed. As for the criteria of the dividend payment, the management company shall take steps in accordance with the stipulated procedures, unless otherwise amended, changed, added, announced, prescribed, ordered, approved and/or given relaxation by the SEC, the Capital Market Supervisory Board, the Office of SEC and/or any other entity authorized by law in which case the management company shall proceed accordingly. Once the management company has proceeded as such, it shall be deemed that the Unitholders shall have given their consents thereto.
The management company has prepare d and compiled various information of the Fund such as the prospectus, general information of the Fund, properties invested by the Fund, information about the results of operation, various news, historical data of dividend payment etc. for information of the investors. The investors may obtain the same at www.ktam.co.th The expenses for the preparation and dissemination of such information shall be collected from the Fund.
Tesco Lotus Retail Growth Freehold and Leasehold Property Fund Description of Property As At 28 February 2013 Date of Investment: 14-15 March 2012 No. Branch Name Locatio n of Nature of Investment in the Land of Description of Seller /Lessor / Area Investment Evaluated Property the Fund Property* Transferor of Leased Out Price Price**/Appraiser Leasehold by the (Million (Million Baht) Right Fund Baht) (Square Meters) Ownership Leasehold Total CB Richard 15 (Rai) Right (Rai) Ellis Business (Rai) (Thailand) Advisory Co., Ltd. Limited As At 7 Dec 12 1 Srinakarin No. 9 Moo 6, 48 -1-74 - 48 -1-74 Having buildings Ek "Chai 29,474 3,011 - 2,959 Tambon Bangmuang and structures Distribution Mai, Amphoe which consist of: System Co., Muang, (1) 2-storey Ltd. Samutprakarn shopping Province mall (2) Automobile service and maintenance center building (3) Pet shop building (4) 4 mini-plaza buildings 6 lifts, 8 escalators, 2 automated walkways 2 Krabi No. 191 Moo 12, 30 -1-52 - 30 -1-52 Having buildings Ek "Chai 16, 607 1,517 - 1,501 Tambon Krabinoy, and structures, Distribution Amphoe Muang, totaling 2 System Co., Krabi Province buildings, which Ltd. consist of: (1) 2-storey shopping mall (2) Automobile service and maintenance center building 3 lifts, 3 escalators, 2 automated walkways 3 Prachachuen No. 829 14 -3-93.4 - 14 -3- Having building Ek "Chai 23,973 1,512 - 1,475 Prachachuen 2 Road, 93.4 and structures, Distribution Khet Bangsue, totaling 1 System Co., Bangkok Metropolis building, which Ltd. consists of: (1) 2-storey shopping mall 3 lifts, 2 escalators, 2 automated walkways 4 Rangsit Klong 7 No. 41/2 Moo 2, 144 -1-71 - 144 -1-71 Having buildings Ek "Chai 12,274 1,057 - 1,114 Tambon and structures, Distribution Lampakkood, totaling 2 System Co., Amphoe Thanyaburi, buildings, which Ltd. Patumthani Province consist of: (1) 1-storey shopping mall (2) Automobile service and maintenance center building 5 Tun gsong No. 144 Moo 2, 30 -2-86 - 30 -2-86 Having buildings Ek "Chai 10,562 890 - 871 Tambon Nong and structures, Distribution Hongse, Amphoe totaling 2 System Co., Tungsong, Nakorn buildings, which Ltd. Si Thammarat consist of: Province (1) 2-storey shopping mall (2) Machinery storage building 3 lifts, 2 escalators, 2 automated walkways 6 Singburi No. 189 Moo 7, 24 -2-9 - 24 -2-9 Having building Ek "Chai 11,170 734 - 746 Tambon Bang Nga, and structures, Distribution Amphoe Tawoong, totaling 1 System Co., Lopburi Province building, which Ltd. consists of: (1) 2-storey shopping mall 3 lifts, 2 escalators, 2 automated walkways 7 Pranburi No. 706 Moo 7, 22 -3-59 - 22 -3-59 Having building Ek "Chai 8,442 719 - 719 Tambon Khaonoy, and structures, Distribution Amphoe Pranburi totaling 1 System Co., building, which Ltd. consists of: (1) 1-storey shopping mall
No. Branch Name Location of Nature of Investment in the Land of Description of Seller/Lessor/ Area Investment Evaluated Property the Fund Property* Transferor of Leased Price Price**/Appraiser Leasehold Right Out by the (Million (Million Baht) Fund Baht) (Square meters) Ownership Leasehold Total CB Richard 15 (Rai) Right (Rai) Ellis Business (Rai) (Thailand) Advisory Co., Ltd. Limited As At 7 Dec 12 8 Mah achai No. 119 Moo 7, 20 -3-71 - 20 -3-71 Having buildings Ek "Chai 8,784 599 - 808 Tambon Ta Sai, and structures, Distribution Amphoe Muang, totaling 6 System Co., Ltd. Samutsakorn buildings, which Province consist of: (1) 1-storey shopping mall (2) Car park building (3) Machinery building (4) Warehouse (5) Cold Storage (6) Automobile service and maintenance center building 1 lift 9 Mae Sai No. 156 Moo 6, 32 -3-0 - 32 -3-0 Having buildings Ek "Chai 7,695 580 - 600 Tambon Wiang and structures, Distribution Phang Kam, totaling 2 System Co., Ltd. Amphoe Mae Sai, buildings, which Chiangrai Province consist of: (1) 1-storey shopping mall (2) Automobile service and maintenance center building 10 Ranong No. 2 5/15 Moo 1, 26 -0-51 - 26 -0-51 Having building Ek "Chai 7,553 559 - 570 Petchkasem Road, and structures, Distribution Tambon Bang Rin, totaling 1 System Co., Ltd. Amphoe Muang, building, which Ranong Province consists of: (1) 1-storey shopping mall 11 Samui No. 1/7 Moo 6, 23 -0-52 24 -3-78 48 -0-30 Having buildings Ek "Chai 20,5 74 1,213 - 1,285 Tambon Bo Phut, and structures, Distribution Amphoe Koh Samui, totaling 8 System Co., Ltd. Surat Thani Province buildings, which Mr Karoon consist of: Baromthanarat (1) 1-storey Mr Kanit shopping Baromthanarat mall Ms Duangruedee (2) 4 buildings Baromthanarat leased out to Mrs Churee tenants Baromthanarat (3) Automobile Ms Metta service and Baromthanarat maintenance Mr center Watcharapong building Baromthanarat (4) Book shop Mrs Chobjit building Sivadaechathep (5) Health and Mr Chakkrit beauty Sivadaechathep Service Mr Rithirong building Sivadaechathep The term of the leasehold rights in the land and certain buildings are 18 and 23 years. 12 Phitsanulok No. 909 Moo 3, T ambon 31 - 0-2-60 32 -1-31 Having buildings Ek "Chai 16,768 1,107 - 1,123 Aranyik, Amphoe Muang 2-71 and structures, Distribution Phitsanulok, Phitsanulok totaling 3 System Co., Ltd. Province buildings, which Mr. Supoj consist of: Wijitwiengrat (1) 1-storey shopping mall (2) Automobile service and maintenance center building (3) Real estate development business building 1 lift, 4 escalators The term of the leasehold right in the land and certain buildings is 23 year s.
No. Branch Name Location of Nature of Investment in the Land of Description of Seller/Lessor/ Area Investme Evaluated Property the Fund Property* Transferor of Leased nt Price Price**/Appraiser Leasehold Right Out by (Million (Million Baht) the Fund Baht) (Square meters) Ownership Leasehold Total CB Richard 15 (Rai) Right (Rai) Ellis Business (Rai) (Thailand) Advisory Co., Ltd. Limited As At 7 Dec 12 13 Amata Nakorn No. 700/75 Moo - 45 -1-36 45 -1-36 Having buildings Amata 23,355 1,516 - 1,497 5, Tambon Klong and structures, Corporation Tamru, Amphoe totaling 4 buildings, Public Company Muang, Chonburi which consist of: Limited Province (1) 2-storey shopping mall (2) 1 mini-plaza building (3) 2 Automobile service and maintenance center building 3 lifts, 3 escalators, 2 automated walkways The term of the leasehold right in the land is 27 years . 14 Petchaboon No. 929 Moo 2, - 43 -2-5 43 -2-5 Having buildings Ms Patcharaporn 13,686 701 - 692 Tambon Sadieng, and structures, Petcharaburanin Amphoe Muang totaling 3 buildings, Mr Chaiyos Petchaboon, which consist of: Petcharaburanin Petchaboon (1) 1-storey Province shopping mall (2) Fire extinguishing equipment building (3) Automobile service and maintenance center building The terms of the leasehold rights in the land are 25 and 26 years . 15 Lumlookka Klong 6 No. 75 Moo 5, - 33 -1-0 33 -1-0 Having buildings Sap Numchai 10,975 514 - 528 Tambon and structures, Pattana Co., Ltd. Buengkamproy , totaling 3 buildings , Amphoe which consist of: Lumlookka, (1) 1-storey Patumthani shopping mall Province (2) Integrated air- conditioning system (AHU) building (3) Automobile service and maintenance center building The term of the leasehold right in the land is 25 years . 16 Sena No. 49 Moo 1, - 24 -2-96 24 -2-96 Having buildings Mrs Suwilai 7,684 391 - 382 Highway No. and structures, Kittirueng 3263 Road, totaling 2 buildings, Mrs Boonrod Sa- Tambon which consist of: Nguansap Bangnomko, (1) 1-storey Ms Boonruen Amphoe Sena, shopping mall Sithibhumi Nakorn Sri (2) Machinery Ms Churee Ayutthaya building Sithibhumi Province Mr Saroj Sithibhumi Mr Opas Sithibhumi Mrs Nopamas Kamnerdkhun Mr Wipak Sithibhumi The term of the leasehold righ t in the land is 26 years . 17 Rama I No . 831 Rama I - 12 -2-57 12 -2-57 Having building The Crown 14,151 1,024 - 935 Road, Kwaeng and structures, Property Bureau Wangmai, Khet totaling 1 building, Pathumwan, which consists of: Bangkok (1) 3-storey Metropolis shopping mall 6 lifts, 4 escalators, 4 automated walkways The term of the leasehold right in the land and building is 22 years .
1st Capital Increase Date of Investment: 4 December 2012 No. Branch Name Location of Nature of I nvestment in the Land of Description of Seller/Lessor/ Area Investme Evaluated Property the Fund Property* Transferor of Leased nt Price Price**/Appraiser Leasehold Right Out by (Million (Million Baht) the Fund Baht) (Square meters) Ownership Leasehold Total CB Richard 15 (Rai) Right (Rai) Ellis Business (Rai) (Thailand) Advisory Co., Ltd. Limited As At 29 Jun 12 1 Phuket No. 104 Moo 5, 44 -2-0 - 44 -2-0 Having building Ek "Chai 71,200 2,874 2,718 2,613 Chalermprakiat Ror and structures, Distribution 9 Road, Tambon totaling 1 System Co., Ltd. Rasada, Amphoe building, which Muang Phuket, consists of: Phuket Province (1) 1-storey shopping mall 2 lifts, 4 escalators 2 Salaya No. 99/14 Moo 1, 38 -3-99 - 38 -3-99 Hav ing buildings Ek "Chai 62,396 1,777 1,776 1,615 Tambon Bangtoey, and structures, Distribution Amphoe Sampran, totaling 2 System Co., Ltd. Nakorn Pathom buildings, which Mrs La-Or Province consist of: Nimanong (1) 2-storey shopping mall (2) Energy conservation building 3 lifts, 2 escalators and 2 automated walkways 3 Na korn Si No. 1 5 Pa ttanakarn 26 -0-33.6 - 26 -0- Having buildings Ek "Chai 41,734 1,176 1,069 1,075 Thammarat Ku"Kwang Road, 33.6 and structures, Distribution Tambon Nai Muang, totaling 2 System Co., Ltd. Amphoe Muang, buildings, which Nakorn Si consist of: Thammarat Province (1) 2-storey shopping mall (2) Automobile service and maintenance center building 4 escalators 4 Rangsit " No. 90 Moo 2, - 33 -2-0 33 -2-0 Having build ing Chalerm Nakorn 53,600 652 593 638 Nakornnayok Rangsit " and structures, Co., Ltd. Nakornnayok Road, totaling 1 Tambon building, which Buengyeetho, consists of: Amphoe Thanyaburi, (1) 2-storey Patumthani Province shopping mall 3 lifts, 1 escalator and 1 automated walkway The term of the leasehold right in the land is 23 years . 5 Bangpu No . 2 502 Moo 3, - 55 -0-80 55 -0-80 Having building CRC Property & 88,320 644 585 644 Sukhumvit Road, and structures, Development Tambon Bangpu Mai, totaling 1 Co., Ltd. Amphoe Muang building, which Samutprakarn, consists of: Samutprakarn Province (1) 1-storey shopping mall The term of the leasehold right in the land is 25 years . *Description of Property All branches have basic facilities and utilities system such as electricity system, telephone system, air-conditioning system, fire prevention system, as well as sprinkler system within the buildings. **Property Appraisal Method Income capitalization method Type of Use Shopping mall Type of Property Retail business Income During Accounting Year 1,807,260,992.00 Baht Reason of Investment For seeking benefits from invested immovable properties Expenses Related to Investment None Encumbrances As at 28 February 2013, the Fund has long term obligations concerning leases of land and parking area. The minimum commitment for payment in the future under such leases is as follows:
Million Baht No longer than 1 year 32.94 2 " 5 year s 148.11 Longer than 5 year s 907.83 1,088.88
Tesco Lotus Retail Growth Freehold and Leasehold Property Fund List of Assets Segregated By Type of Investment As At 28 February 2013 List of Assets Fair Value Percentage of Net (Baht) Asset Value 1. Cash and bank deposit 602,666,861.98 2.30% 2. Investment in promissory notes and debt instruments Promissory notes of financial in stitutions - 0.00% Bills of exchange and promis sory notes warranted or avaled by financial institutions - 0.00% Bonds 469,792,724.88 1.78% Treasury bills - 0.00% Total 1,072,459,586.86 4.07% 3. Investment in capital instrument s Listed shares in the Stock Exchange 0.00 0.00% Total 0.00 0.00% 4. Inv estment in assets in category of immovable property Investment in assets in category of immovable property 24,963,583,252.43 94.85% Total 24,963,583,252.43 94.85% 5. Other Assets Accrued interest receivable 1,627,905.00 0.01% Receivable from sale of assets 0.00 0.00% Accrued rent receivable " net 170,503,270.00 0.65% Other receivable s 537,863,291.92 2.04% Other assets 5,646,490.79 0.02% Total 715,640,957.71 2.72% Total Asset Value 26,751,683,797.00 101.64% 6. Other liabilities Accrued f ees and e xpenses (121,875,912.35) -0.46% Advance rent (61,914,275.72) -0.24% Security deposit for immovable property (185,761,921.81) -0.71% Accrued withholding tax (880,516.78) 0.00% Other liabilities (62,128,536.00) -0.24% Total Liabilities (432,561,162.66) -1.64% Net Asset Value of the Fund 26,319,122,634.34 100.00% Number of Investment Units 2,337,282,928.00 Unit Net Asset Value Per Unit 11.2605 Baht Tesco Lotus Retail Growth Freehold and Leasehold Property Fund Details of Disposal of Immovable Properties For the Period From 13 March 2012 (Registration Date of the Fund) to 28 February 2013 -None-
Tesco Lotus Retail Growth Freehold and Leasehold Property Fund Table Showing Expenses Collected From Property Fund For the Period From 13 March 2012 (Registration Date of the Fund) to 28 February 2013
Expenses Collected From the Amount of Payment Percentage of Net Asset Value Fund Unit:Thousand Baht Management fee 14,542.00 0.06 Custodian fee 1,623.00 0.01 Registrar f ee 3,187.00 0.01 Professional fee 1,1 00.00 0.00 Immovable property a dministration 110,041.00 0.42 fee Operating c ost 234,508.00 0.89 Debit fund establishment Cost 170,466.00 0.65 Land r ental payment 34,715.00 0.13 Other e xpenses 6,100.00 0.02 Total e xpenses 576,282.00 2.19 Remark: Fees and expenses are inclusive of value added tax.
Information Concerning Loan (if any) of the Fund as at the end of the accounting year For the Period From 13 March 2012 to 28 February 2013 -None- Historical Record of Dividend Payment Decrease and Increase of Capital Record of Dividend Payment No. Result of Operation Dividend s (Baht) Date of Closure Date of Dividend For Period Amount Per Unit of Register Payment 1 13 Mar 2012 " 31 May 2012 232,375,279.02 0.1346 31 Jul 2012 15 Aug 2012 2 1 Jun 2012 " 31 Aug 2012 291,343,399.90 0.1646 6 Nov 2012 21 Nov 2012 3 1 Sep 2012 " 30 Nov 2012 232,375,279.02 0.1600 30 Nov 2012 15 Jan 2013
Historical Record of Capital Decrease No. Result of Amount of Investment Amount of Capita l Amount of Registered Date of Date of Operation Before Capital Decrease Capital After Capital Closure Payment Decrease Decrease For Period Amount Per Amount Per Amount Per of of Unit Unit Unit Register Capital Decrease 1 13 Mar 18,408,000,000 10.40 28,320,000.00 0. 016 18,379,680,000 10.384 31 Jul 16 Aug 2012 " 2012 2012 31 May 2012 2 1 Jun 2012 18,379,680,000 10.384 35,400,000.00 0.020 18,344,280,000 10.364 6 Nov 22 Nov " 2012 2012 31 Aug 2012 Reason for Capital Decrease: Having excess of liquidity from deferred expenses.
Historical Record of Capital Increase No. Date of Before Capital Increase Amount of Capital Increase Amount of Registered Capital Capital After Capital Increase Increase Amount No. of Unit Amount No. of Unit Amount No. of Unit 1 3 Dec 18,344,280,000 1,77 0,000,000 7,544,862,942.40 567,282.928 25,889,142,942.40 2,337,282,928 2012
Summary of Retail Market Situation in Thailand The Company has designated CB Richard Ellis (Thailand) Co., Ltd., an independent analyst, to carry out the study and analysis of the general outlook of the retail market in Thailand. This report has been used as part of the Prospectus (1st Capital Increase) of Tesco Lotus Retail Growth Freehold and Leasehold Property Fund, and the analyst has presented the information and results of the analysis in summary as follows:
General Outlook of Thailand The Thai economy rapidly recovered and returned to its normal status since the end of 2011 when all retail shops that were affected by the flooding crisis resumed their business operation. Personal income after tax deduction of the whole country started to increase, resulting in higher spending for consumption purpose. Modern retail shops in Bangkok and other area all over Thailand have benefited from this spending. In the first quarter of 2012, the Thai economy expanded at the rate of 0.3 per cent. The factors driving this expansion include the recovery of the world and regional economy, the growth in the production and investment of the private sector, the expansion of consumption from the private sector, the investment in machineries and the recovery of industrial goods and tourism industry. The growth of gross domestic products indicates that the economy has recovered from the huge floods that occurred by the end of the previous year. The Office of the National Economic and Social Development Board expected that the gross domestic products in the 1st quarter of 2012 would be 2,798 million baht, or equivalent to 16.7 per cent of the production sector, followed by the retail and wholesale sector which is equivalent to 6.2 per cent, and the agriculture, hunting and forestry sector which is equivalent to 3.3 per cent. Last year flooding crisis had a huge impact to the automobile production and supply chain, because the automobile spare part factories in Ayutthaya and Patumthani were seriously suffered from the flooding. Furthermore, it has been reported that the net income of Honda was at its lowest during the last 3 years, or 2.8 billion USD in 2011. The Bank of Thailand anticipated that the Thai economy would resume its status before the flooding by the 3rd quarter of 2012 due to the expansion of the domestic consumption which could lessen the effect from the reduced demand for export goods at international level. The production and retail sector would recover in the 3rd quarter of 2012. The sales of the retail sector increased due to the higher confidence of consumers, which helped adjusting the attitude towards spending. Nonetheless, the shrinking economy after the flooding crisis was temporary and about to recover. People would spend most of their money in reconstructing their homes which were damaged from the flooding crisis. In April 2012, the Bank of Thailand reported that the retail index slightly improved from 198.96 in January 2012 to 199.26 in April, which is equivalent to an increase of 14.08 per cent when compared with April 2011.
The International Monetary Fund or IMF anticipated that the expansion of the gross domestic products in Thailand would be at 4.79 per cent in 2012 and 4.80 per cent in 2013. The investment of the private sector would increase at 2.7 per cent in the 1st quarter due to the expansion of the investment in machineries and tools. The gross domestic products in Thailand per capita have increased continuingly during the last ten years and are considered relatively high when compared to other countries in the South East Asian region such as the Republic of Indonesia, the Socialist Republic of Vietnam, the Lao PeopleIs Democratic Republic and the Republic of Philippines. 2
Source: International Monetary Fund
The gross export in the 1st quarter of 2012 increased up to 9.9 per cent when compared with the preceding quarter, but decreased by 2.4 per cent when compared with the same quarter of last year. The import of the 1st quarter of 2012 increased at 10.3 per cent when compared with the same quarter of last year. It was anticipated that the export and import of 2013 would grow at 14.6 per cent and 12.4 per cent, respectively. The balance of trade in 2013 would be at 16.4 billion USD. The inflation rate reduced from 4 per cent in the 4th quarter of 2011 to 3.4 per cent in the 1st quarter of 2012 because of the reduction of fresh food stores. The Bank of Thailand anticipated that the headline inflation would be at 3.5 per cent in 2012 and 2013, while the core inflation would be at 2.5 per cent and 2.1 per cent in 2012 and 2013, respectively. By the end of 2012, the Office of the National Economic and Social Development Board forecasted that the gross population of Thailand would be 64 million. It could be noted that there was a continuing growth of population from 2004 to 2011, which is an increase of approximately 2.4 million persons or equivalent to an increase rate of 3.4 per cent. However, during these 7 years, the population in the north of the country reduced by 0.5 per cent, while the population in Bangkok Metropolis and the south increased at 0.7 per cent and 6.4 per cent, respectively. Therefore, there are currently about 5.7 million persons in Bangkok Metropolis, 11.8 million persons in the north and 9 million persons in the south.
Source : Report on Annual Statistics of Thailand as at 2010, National Statistical Office of Thailand
It was forecasted that the household size in Thailand would reduce from 3.4 persons per household in 2010 to 3.1 persons per household in 2020 because of the higher education level, late marriage and higher rate of divorce. The working population segregated by age confirms the change in the last decade. The ratio of the younger population reduced while the elderly population increased at the rate of 3.7 per cent in the group of 41-59 years old.
Source : Report on Annual Statistics of Thailand as at 2010, National Statistical Office of Thailand
As the household income grew, the household expenditures all over Thailand also increased up to 77 per cent, from 9,190 Baht per month in 1994 to 17,403 Baht per year in 2011. The highest household expenditures were found in the south, followed by the north and Bangkok Metropolis. In 2011, the income structure showed that approximately 25 per cent of the population earned less than 4,500 Baht per month. Most population or 53 per cent of all population earned between 4,501 Baht to 10,000 Baht per month. Approximately 13 per cent of the laborers earned between 10,001 to 20,000 Baht per month, and only 4 per cent of them earned more than 30,000 Baht per month.
The Thai government has increased the level of competitiveness within the country by reducing the corporate income tax from 30 per cent in 2011 to merely 23 per cent in 2012, which would further be reduced to 20 per cent on 1 January 2013. Furthermore, the Thai government would encourage the domestic demand by increasing the minimum wage. It was anticipated that such increase of minimum wage would cause the unemployment rate in the group of laborers between 15-24 years old who have little skills, being the group with highest level of education, to increase from 4.1 per cent to 5 per cent. The grey market for laborers would also grow substantially.
Retail Business Sector in Thailand There is a change in the form of development in the retail business sector in Thailand, from traditional retail business to large"size retail business which is modern and more diversified, cost saving and convenient to the consumers. Modern retail shops have expanded to upcountry such as Surat Thani, Lampang, Ubon Ratchathani. At present, the retail business sector has a positive improvement. The retail index has increased continuingly after its slowdown due to the flooding crisis in the previous year. The retail index in April 2012 increased at 14.08 per cent when compared with April 2011. The consumer confidence remains strong and the private consumption still grows continuingly. The use of credit cards in the 1st quarter increased at 23.85 per cent when compared with the same month of the previous year. The analyst anticipated that the consumer confidence and spending for consumption would continue to grow because the government has adopted the policy to stimulate the Thai economy such as the implementation of a new measure concerning the minimum wage.
Source: The Bank of Thailand and CB Richard Ellis (Thailand) Co., Ltd
Retail Business Sector in Bangkok Metropolis The retail business sector in Bangkok recovered from the flooding crisis at the end of 2011. All retail shops that were closed during the flooding resumed their business operation once again. The sales of the retail business sector increased from 194.26 per cent by the end of 2011 to 210.12 per cent in February 2012, or equivalent to the rate of expansion at 14.27 per cent when compared with the same month of previous year. The usage of retail area increased from 5,224,545 square meters in the 4th quarter of 2011 to 5,350,542 square meters in the 1st quarter of 2012, which is equivalent to an increase of 2.41 per cent when compared with the previous quarter, or 7.84 per cent when compared with the same quarter of previous year. The usage of retail area in the city in the 1st quarter of 2012 expanded most when compared with the previous quarter and the same quarter of previous year. When talking about the form of retail shops, the usage of most area in Bangkok Metropolis or 2,951,399 square meters was at shopping malls. This is an increase of 5.14 per cent when compared with the previous quarter, and 13.04 per cent when compared with the same quarter of previous year.
Source: University of the Thai Chamber of Commerce
The gross rental rate remained the same, but there was an increase around the outskirt area due to the relatively high rental rate of Mega Bangna and the Circle Ratchapruek which are new shopping malls. Talking the future rent, Central Pattana Public Company Limited reported that it had increased the rental rates of the same branch up to 9.4 per cent in 2011 which did not include the newly opened branches and Central World. The company anticipated that the rental rate would increase for premium shopping malls but would remain the same for community malls. 2 important trends are the increase of community malls and the expansion of the retail business in other provinces. Central Pattana Public Company Limited is the leader in the retail market that owns 22 per cent of all leased area in Bangkok. It has also planned to open 5 new branches in other provinces, namely, Central Plaza Surat Thani, Central Plaza Lampang, Central Festival Had Yai, Central Plaza Ubon Ratchathani. Smaller developers have turned to community mall because they saw an opportunity in this business. Suwan Ratchapruek Park, the developer of the Circle Ratchapruek, has planned to construct community malls around the outskirt of Bangkok. This project is at the planning stage. In the 1st quarter of 2012, there would be 4 community malls. It was anticipated that there would be 15 more community malls that would be completed in 2012. The company anticipated that the tendency of community mall business would be on the rise and the competition in this business would be very high. Meanwhile, the rate of success would be relatively low because most community mall developers would be new developers who still lack experience. Furthermore, Mega Bangna recently opened for business. It has approximately 180,000 square meters of shopping mall area. This is a joint venture between IKEA and Siam Future Development Public Company Limited. IKEA, with an area of 40,000 square meters, opened at Mega Bangna in the 4th quarter of 2011.
Retail Business Sector in the Northern Region of Thailand The area under study in the northern region of Thailand is Chiangmai, which is considered the largest province in the northern region. Chiangmai has a variety of retail markets which include shopping mall, specific store, large-size retail market and shopping plaza. Chiangmai has 3 main shopping malls, namely, Central Airport Plaza, Kad Suan Kaew and Panthip Plaza. Moreover, there would be 2 new shopping malls, namely, Central Festival and Promenada. It is anticipated that the construction of both projects would complete in 2013. Another shopping mall is The Plaza (which is not Panthip Plaza) which is being renovated and would open for business again by the end of 2012. Kad Farang is a specific store under renovation which is expected to open for business by the end of 2012 as well.
The demand for retail market by indication of occupancy rate remains strong for the area outside the city where the occupancy rate is higher than 90 per cent and pedestrian rate is also high. For city area, certain retail malls have relatively low occupancy rate, namely, Gad Suan Keaw and Panthip Plaza. Both places have low rate of users and have many vacant area available for lease. On the other hand, there are 2 shopping malls in the city that have 100 per cent of occupancy rate and a high rate of users, namely, Big C Chiangmai and Central Plaza. The rental rate of shopping malls in Chiangmai ranges between 200 Baht to 2,000 Baht per square meter per month. Such rate does not include the average rent of retail stalls having 6 square meters of leased area within large-size retail markets which are normally subject to higher rental rate. Future rental rate may reduce, indicating a higher competition from new retailers such as Central Festival and Promenada in 2013. Chiangmai is a showcase for the increased number of large-size retail shops or large-size markets with shopping mall lessees such as Tesco, Makro, and Big C, all of which have their presence in the city. If not taking Makro, Tesco and Big C into consideration, the occupancy rate in most markets that allocate area for retail would already be considerably high. The competition of major retailers would be in the form of shopping malls that have outside retail stalls in plaza style. The competition is with the major lessees inside the malls. Chiangmai have 3 major shopping malls. Each has Rimping Supermarket as major lessee. However, the occupancy rate in shopping malls is still relatively low when compared to major retailers.
Retail Business Sector in the Southern Region of Thailand The retail business sector in the southern region of Thailand is different in each province. In this report, the analyst has covered Phuket and Amphoe Muang of Nakorn Si Thammarat Province. Phuket is a major tourist destination of Thailand which can be used as a good indicator of the retail market tendency for tourist destination. This is different for Amphoe Muang, Nakorn Si Thammarat, which is one of the oldest town in Thailand where the retail market would focus on the locals. Traditional retail business such as commercial shophouses and fresh markets are common and popular in the south because the demand for modern retail business is still low. However, the occupancy rate and rental rate of shopping malls and large-size retail markets which are modern retail trade in both Phuket and Nakorn Si Thammarat are very good. There are 22 retailers around Phuket. In Nakorn Si Thammarat, there are only 8 retailers on Pattanakarn Ku" Kwang Road. In Phuket, shopping malls and large-size retail markets are modern trade and they enjoy smooth operation as reflected by the higher occupancy and rental rates. These shopping malls and retail markets are mostly occupied. There are a few shopping malls that have vacant area available. The occupancy rate of modern shopping malls that have been operating for more than 10 years is relatively low.
Tesco Lotus Retail Growth Freehold and Leasehold Property Fund Statements of Assets and Liabilities As at 28 February 2013 2013 Notes Baht Assets Investments at fair value (Cost as at 28 February 2013: Baht 25,424 million) 6 25,433,375,977 Cash and cash equivalents 7 602,666,862 Rental receivables, net 8 170,503,270 Deferred expenses 9 537,863,292 Other assets 7,274,396 Total assets 26,751,683,797 Liabilities Other accounts payable 62,128,536 Rental income received in advance 61,914,276 Deposits received from customers 185,761,922 Accrued expenses 13 121,875,912 Withholding tax payable 880,517 Total liabilities 432,561,163 Net assets 26,319,122,634 Net assets represented by Capital received from unitholders 10 25,952,862,942 Capital paid to unitholders 10 (63,720,000) Retained earnings 10, 11 429,979,692 Net asset value (Baht 11.2605 per unit as at 28 February 2013 based on 2,337,282,928 units outstanding) 26,319,122,634
The notes on pages 15 to 30 form an integral part of these interim financial information.
Tesco Lotus Retail Growth Freehold and Leasehold Property Fund Statement of Operations For the period from 13 March 2012 (date of registration) to 28 February 2013 2013 Notes Baht Investment income Rental and service income 1,778,641,213 Interest income 16,865,162 Other income 11,754,617 Total income 1,807,260,992 Expenses Management fee 12, 13 14,542,463 Trustee fee 12 1,623,213 Registrar fee 12, 13 3,186,900 Property management fees 12, 13 110,040,606 Professional fee 1,100,000 Operating expenses 12 234,507,520 Amortisation of deferred-setup fund expenses 9 170,465,822 Ground lease payment 34,715,383 Other expenses 12 6,100,342 Total expenses 576,282,249 Net investment income 1,230,978,743 Net gain from investments Net unrealised gain from investments valuation 9,784,821 Net realised gain from disposal of investments 2,000,128 Total net gain from investments 11,784,949 1,242,763,692 Increase in net assets from operations
The notes on pages 15 to 30 form an integral part of these interim financial information.
Tesco Lotus Retail Growth Freehold and Leasehold Property Fund Details of Investments As at 28 February 2013 2013 Cost Fair value % of BahtC000 BahtC000 fair value Type of investments Investments in properties (Note 6) Owenership on lands and buildings 1. Srinakarin Project Location No.9 Moo 6, Bangmuangmai Sub-district Muang District, Samutprakarn - Ownership on land of 48-1-74 rai 817,369 - Ownership of shopping mall buildings, component buildings and utility system 2,180,223 - Ownership of furniture and fixtures, and equipments used in operation 14,742 - Related cost on acquisition 3,347 - Renovation cost 6,978 3,022,659 2,960,939 12 2. Krabi Project Location No.191 Moo 12, Krabi Noi Sub-district Muang District, Krabi - Ownership on land of 30-1-52 rai 185,030 - Ownership of shopping mall buildings, component buildings and utility system 1,324,960 - Ownership of furniture and fixtures, and equipments used in operation 7,491 - Related cost on acquisition 2,307 - Renovation cost 1,624 1,521,412 1,501,611 6 3. Prachachuen Project Location No.829, Pracharat 2 Road Bangsue District, Bangkok - Ownership on land of 15-0-1 rai 513,680 - Ownership of shopping mall buildings, component buildings and utility system 991,934 - Ownership of furniture and fixtures, and equipments used in operation 4,995 - Related cost on acquisition 2,643 - Renovation cost 855 1,514,107 1,475,854 6 The notes on pages 15 to 30 form an integral part of these interim financial information. Tesco Lotus Retail Growth Freehold and Leasehold Property Fund Details of Investments (ContId) As at 28 February 2013 2013 Cost Fair value % of BahtC000 BahtC000 fair value 4. Rangsit Klong 7 Project Location No. 41/2, Lumpakkood Sub-district Thanyaburi District, Pathumthani - Ownership on land of 144-1-71 rai 394,554 - Ownership of shopping mall buildings, component buildings and utility system 657,856 - Ownership of furniture and fixtures, and equipments used in operation 4,429 - Related cost on acquisition 1,769 - Renovation cost 187 1,058,795 1,114,004 4 Type of investments (Cont'd) Investments in properties (Note 6) (ContId ) Owenership on lands and buildings (ContId) 5. Tung Song Project Location No.144 Moo 2, Nonghong Sub-district Tung Song District, Nakorn Srithammarat - Ownership on land of 30-2-86 rai 177,201 - Ownership of shopping mall buildings, component buildings and utility system 708,582 - Ownership of furniture and fixtures, and equipments used in operation 4,565 - Related cost on acquisition 1,250 - Renovation cost 563 892,161 871,096 3 6. Singburi Project Location No.189 Moo 7, Bangnga Sub-district Thawung District, Singburi - Ownership on land of 24-2-9 rai 123,964 - Ownership of shopping mall buildings, component buildings and utility system 605,034 - Ownership of furniture and fixtures, and equipments used in operation 5,168 - Related cost on acquisition 1,416 - Renovation cost 257 735,839 746,196 3 The notes on pages 15 to 30 form an integral part of these interim financial information. Tesco Lotus Retail Growth Freehold and Leasehold Property Fund Details of Investments (ContId) As at 28 February 2013 2013 Cost Fair value % of BahtC000 BahtC000 fair value 7. Pranburi project Location No.706 Moo 7, Kao-noi Sub-district Pranburi District, Prajuabkirikun - Ownership on land of 22-3-59 rai 96,401 - Ownership of shopping mall buildings, component buildings and utility system 619,247 - Ownership of furniture and fixtures, and equipments used in operation 4,057 - Related cost on acquisition 1,051 - Renovation cost 492 721,248 719,015 3 8. Mahachai Project Location No.119 Moo7, Tasai Sub-district Muang District, Samutsakorn - Ownership on land of 20-3-71 rai 159,585 - Ownership of shopping mall buildings, component buildings and utility system 433,740 - Ownership of furniture and fixtures, and equipments used in operation 6,276 - Related cost on acquisition 1,712 - Renovation cost 475 601,788 808,506 3 Type of investments (Cont'd) Investments in properties (Note 6) (ContId ) Owenership on lands and buildings (ContId) 9. Maesai Project Location No.156 Moo 6, Weangpang Kham Sub-district Maesai District, Chiangrai - Ownership on land of 32-3-0 rai 184,653 - Ownership of shopping mall buildings, component buildings and utility system 391,330 - Ownership of furniture and fixtures, and equipments used in operation 3,937 - Related cost on acquisition 1,448 - Renovation cost 28
581,396 600,005 2 The notes on pages 15 to 30 form an integral part of these interim financial information. Tesco Lotus Retail Growth Freehold and Leasehold Property Fund Details of Investments (ContId) As at 28 February 2013 2013 Cost Fair value % of BahtC000 BahtC000 fair value
10.Ranong Project Location No.25/15 Moo 1, Petchkasem Road Bangruen Sub-district, Muang District, Ranong - Ownership on land of 26-0-51 rai 99,992 - Ownership of shopping mall buildings, component buildings and utility system 454,400 - Ownership of furniture and fixtures, and equipments used in operation 5,045 - Related cost on acquisition 973 - Renovation cost 460 560,870 570,359 2 11.Phuket Project Location No.104 Moo 5, Chaloem Phrakiat Ratchakarn Thi 9 Road Ratsada Sub-district, Muang Phuket Distric, Phuket - Ownership on land of 44-2-0 rai 314,379 - Ownership of shopping mall buildings, component buildings and utility system 2,550,910 - Ownership of furniture and fixtures, and equipments used in operation 9,642 - Related cost on acquisition 4,239 - Renovation cost - 2,879,170 2,879,170 11 12.Salaya Project Location No.99/14 Moo 1, Bangtoey Sub-district Sam Phran District, Nakornpathom - Ownership on land of 38-3-99 rai 345,883 - Ownership of shopping mall buildings, component buildings and utility system 1,402,608 - Ownership of furniture and fixtures, and equipments used in operation 8,580 - Related cost on acquisition 22,683 - Renovation cost -
1,779,754 1,779,754 7 The notes on pages 15 to 30 form an integral part of these interim financial information.
Tesco Lotus Retail Growth Freehold and Leasehold Property Fund Details of Investments (ContId) As at 28 February 2013 2013 Cost Fair value % of BahtC000 BahtC000 fair value Type of investments (Cont'd) Investments in properties (Note 6) (ContId ) Owenership on lands and buildings (ContId) 13. Nakornsrithammarat Project Location No.15, Pattanakarn-Khukhwang Road Naimueng Sub-district, Mueng District, Nakornsrithammarat - Ownership on land of 26-0-34 rai 195,037 - Ownership of shopping mall buildings, component buildings and utility system 971,550 - Ownership of furniture and fixtures, and equipments used in operation 9,964 - Related cost on acquisition 2,865 - Renovation cost - 1,179,416 1,179,416 5 Ownership on partial lands and buildings, and leasehold right on partial land 1. Samui Project Location No.1/7 Moo 6, Bo Phut Sub-district Koh Samui District, Surat Thani - Rental period from 14 March 2012 - 29 August 2035 - Ownership on land of 22-1-52 rai 95,356 - Leasehold right on land of 24-3-78 rai 66,991 - Ownership of shopping mall buildings, component buildings and utility system 1,048,229 - Ownership of furniture and fixtures, and equipments used in operation 6,338 - Related cost on acquisition 5,221 - Renovation cost 768 1,222,903 1,285,548 5 2. Pitsanulok Project Location No.909 Moo 3, Aranyik Sub-district Mueng Pitsanulok - Rental period from 14 March 2012 - 29 August 2035 - Ownership on land of 30-0-71 rai 260,211 - Leasehold right on land of 0-2-60 rai 2,025 - Ownership of shopping mall buildings, component buildings and utility system 837,028 - Ownership of furniture and fixtures, and equipments used in operation 8,327 - Related cost on acquisition 2,286 - Renovation cost 807 1,110,684 1,123,193 4 The notes on pages 15 to 30 form an integral part of these interim financial information. Tesco Lotus Retail Growth Freehold and Leasehold Property Fund Details of Investments (ContId) As at 28 February 2013 Cost Fair value % of BahtC000 BahtC000 fair value Type of investments (Cont'd) Investments in properties (Note 6) (ContId ) Leasehold right on lands and ownership on buildings 1. Amatanakorn Project Location No.700/75 Moo 5, Klongtamru Sub-district Muang District, Chonburi - Rental period from 14 March 2012 - 20 October 2039 - Leasehold right on land of 45-1-36 rai 117,598 - Ownership of shopping mall buildings, component buildings and utility system 1,401,301 - Ownership of furniture and fixtures, and equipments used in operation 2,721 - Related cost on acquisition 4,687 - Renovation cost 1,484 1,527,791 1,497,301 6 2. Petchaboon Project Location No.929 Moo 2, Sa-Deang Sub-district Muang Petchaboon - Rental period from 14 March 2012 - 8 February 2038 - Leasehold right on land of 43-2-5 rai 52,219 - Ownership of shopping mall buildings, component buildings and utility system 645,149 - Ownership of furniture and fixtures, and equipments used in operation 5,389 - Related cost on acquisition 3,294 - Renovation cost 165 706,216 692,163 3 3. Lumlukka Klong 6 Project Location No.75 Moo 5, Bungkumploy Sub-district Lumlukka District, Pathumthani - Rental period from 14 March 2012 - 14 May 2037 - Leasehold right on land of 33-1-0 rai 57,443 - Ownership of shopping mall buildings, component buildings and utility system 453,030 - Ownership of furniture and fixtures, and equipments used in operation 5,818 - Related cost on acquisition 3,354 - Renovation cost 574 520,219 528,005 2 The notes on pages 15 to 30 form an integral part of these interim financial information. Tesco Lotus Retail Growth Freehold and Leasehold Property Fund Details of Investments (ContId) As at 28 February 2013 Cost Fair value % of BahtC000 BahtC000 fair value Type of investments (Cont'd) Investments in properties (Note 6) (ContId ) Leasehold right on lands and ownership on buildings 4. Sena Project Location No.49 Moo 1, Highway No.3263 Bangnomko Sub-district, Sena District Ayutthaya - Rental period from 14 March 2012 - 3 April 2038 - Leasehold right on land of 24-2-96 rai 29,665 - Ownership of shopping mall buildings, component buildings and utility system 359,073 - Ownership of furniture and fixtures, and equipments used in operation 3,487 - Related cost on acquisition 1,450 - Renovation cost 242 393,917 382,049 1 5. Bangpoo Project Location No.2502 Moo 3, Sukhumvit Road, Bangpoo-mai Sub-district, Mueng Samutprakarn District, Samutprakarn - Rental period from 4 December 2012 - 4 October 2038 - Leasehold right on land of 55-0-80 rai 69,270 - Ownership of shopping mall buildings, component buildings and utility system 569,726 - Ownership of furniture and fixtures, and equipments used in operation 4,820 - Related cost on acquisition 6,490 - Renovation cost - 650,306 650,306 3 6. Rangsit-Nakornnayok Project Location No.90 Moo 2, Rangsit-Nakornnayok Road, Buen Yitoe Sub-district, Thanyaburi District, Phathumthani - Rental period from 4 December 2012 - 6 September 2036 - Leasehold right on land of 33-2-0 rai 120,251 - Ownership of shopping mall buildings, component buildings and utility system 524,487 - Ownership of furniture and fixtures, and equipments used in operation 8,091 - Related cost on acquisition 10,040 - Renovation cost - 662,869 662,869 3 The notes on pages 15 to 30 form an integral part of these interim financial information. Tesco Lotus Retail Growth Freehold and Leasehold Property Fund Details of Investments (ContId) As at 28 February 2013 Cost Fair value % of BahtC000 BahtC000 fair value Type of investments (Cont'd) Investments in properties (Note 6) (ContId) Leasehold right on land and buildings 1. Rama I project Location No.831 Rama I Road, Wangmai Sub-district Pathumwan District, Bangkok - Rental period from 15 March 2012 - 11 December 2034 - Leasehold right on land of 12-2-57 rai and shopping mall buildings, component buildings and utility system 1,026,213 - Ownership of furniture and fixtures, and equipments used in operation 68,969 - Related cost on acquisition 10,784 - Renovation cost 5,070 1,111,036 936,224 4 Total investments in properties 24,954,556 24,963,583 98 Cost Fair value % of Maturity BahtC000 BahtC000 fair value Investments in securities Government bonds Bank of Thailand: BOT 5/28/56 07 March 2013 469,034 469,793 2 Total investments in securities 469,034 469,793 2
Total investments 25,423,590 25,433,376 100
The notes on pages 15 to 30 form an integral part of these interim financial information.
Tesco Lotus Retail Growth Freehold and Leasehold Property Fund Significant Financial Information and Ratios For the period from 13 March 2012 (date of registration) to 28 February 2013 2013 Baht Information on operating results (per unit) Net asset value at the beginning of the period - Add Capital from unitholders 11.1039 Income from investing activities: Net investment income 0.6457 Net unrealised gain from investments valuation 0.0051 Net realised gain from disposal of investment 0.0010 Total income from investing activities 0.6518 Less Reduction of the par value (0.0360) Dividend payment (0.4592) Net asset value at the end of period 11.2605 Ratio of net profit to average net asset value during the period (%) 6.05 Significant financial ratios and additional significant information Net asset value at the end of the period (BahtI000) 26,319,123 Ratio of total expenses to average net assets during the period (%) 2.81 Ratio of investment income to average net asset value during the period (%) 8.80 Ratio of weighted average investment purchases and sales during the period to average net asset value during the period (%)* 119.99 Average net asset value during the period (BahtI000) 20,535,598
Additional information * The value of investment purchases and sales during the period does not include cash at bank, promissory note and investments bought/sold under a resale/repurchase agreement, and is calculated by a weighted average basis over the accounting period.
The notes on pages 15 to 30 form an integral part of these interim financial information.
Tesco Lotus Retail Growth Freehold and Leasehold Property Fund Notes to the Financial Statements For the period from 13 March 2012 (date of registration) to 28 February 2013
1. Business nature of Tesco Lotus Retail Growth Freehold and Leasehold Property Fund Tesco Lotus Retail Growth Freehold and Leasehold Property Fund (Kthe FundL) is a closed-end retail growth freehold and leasehold property fund, and was set up for a specific purpose. The Fund was established and registered as a fund on 13 March 2012 with no project life stipulated. The FundIs objective is being to seek funds from investors, invest mostly in property or property leasehold rights and generate benefit from such property. On 15 March 2012 the Stock Exchange of Thailand has approved the listing of the FundIs units and permitted their trading on 19 March 2012. As at 28 February 2013, the major unitholder is Ek-Chai Distribution System Company Limited which holds 25 % of the FundIs units. The Fund is managed by Krung Thai Asset Management Public Company Limited (Kthe Management CompanyL). Hong Kong and Shanghai Banking Corporation Limited has been appointed to be the Trustee and Ek- Chai Distribution System Company Limited acts as the Property Manager. These financial statements have been approved by the management of the Management Company on April 26 2013.
2. Accounting policies The principal accounting policies adopted in the preparation of these financial statements are set out below: 2.1 Basis of preparation These financial statements are prepared in accordance with Thai generally accepted accounting principles under the Accounting Act B.E. 2543, being those Thai Accounting Standards (KTASL) issued under the Accounting Profession Act B.E. 2547, and the financial reporting requirements of the Securities and Exchange Commission. In addition, the financial statements have been prepared under the basis and format as required by the Thai Accounting Standard No. 106 (formerly TAS no. 42), KAccounting for Investment CompaniesL. The primary financial statements (i.e. statement of assets and liabilities, statements of operations, details of investment, changes in net assets, cash flows and significant financial information and ratios) are prepared in the full format as required by the Securities and Exchange Commission. The financial statements have been prepared under the historical cost convention except as disclosed in the accounting policies below. The preparation of financial statements in conformity with Thai generally accepted accounting principles requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the FundIs accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 4. An English version of the financial statements have been prepared from the statutory financial statements that are in the Thai language. In the event of a conflict or a difference in interpretation between the two languages, the Thai language statutory financial statements shall prevail. 2.2 New accounting standards, new financial reporting standards, new interpretation and amendments to accountings standards New accounting standards, new financial reporting standards, new interpretation, amendments to accounting standards that are not yet effective and have not been early adopted by the Fund. Effective for the periods beginning on or after 1 January 2013 TAS 12 Income taxes TAS 20 Accounting for Government Grants and Disclosure of Government Assistance TAS 21 (Revised 2009) The Effects of Changes in Foreign Exchange Rates TFRS 8 Operating Segments TSIC 10 Government Assistance - No Specific Relation to Operating Activities TSIC 21 Income Taxes - Recovery of Revalued Non -Depreciable Assets TSIC 25 Income Taxes - Cha nges in the Tax Status of an Entity or its Shareholders New accounting standards, new financial reporting standards, new interpretation, amendments to accounting standards that are not yet effective and have not been early adopted by the Fund. (ContId) Effective for the periods beginning on or after 1 January 2014 TFRIC 1 Changes in Existing Decommissioning, Restoration and Similar Liabilities TFRIC 4 Determining whether an Arrangement contains a Lease TFRIC 5 Right to Interests arising from Decommis sioning, Restoration and Environmental Rehabilitation Funds TFRIC 7 Applying the Restatement Approach under TAS 29 Financial Reporting in Hyperinflationary Economics TFRIC 10 Interim Financial Reporting and Impairment TFRIC 12 Service Concession Arrange ments TFRIC 13 Customer Loyalty Programmes TSIC 29 Service Concession Arrangements: Disclosure The FundIs management has determined that the new accounting standards, new financial reporting standards, new interpretation and amendments to accounting standards will not significantly impact the financial statements being presented. 2.3 Cash and cash equivalents Cash and cash equivalents include savings and current account deposits with banks. The Fund defines cash equivalents as deposits with financial institutions with an original maturity of three months or less from the date of acquisition. 2.4 Investments Property investments Investments in properties, comprised of investment in freehold and leasehold properties include lands, buildings and infrastructures related to shopping mall, are stated at fair value with no depreciation charge. The initial costs of properties have been stated at their assumed acquisition price plus associated costs. The fair value is based on the appraisal value determined by the independent professional appraisers licensed by the Securities and Exchange Commission Thailand (Kthe Thai SECL). The Fund will conduct an appraisal of the properties every two years from the date of the appraisal for the purchase or lease of the properties or when there are changes that materially affect the value of such Investment properties and will update appraisals with a review every year after the date of the latest appraisal as required by the Thai SEC. A change in the fair value of investment property will be recognised in the statement of operations as an unrealised gain or loss as of measurement date. Investments in securities The fair value of bonds with the maturity dates less than 90 days, are calculated from the yield-rate quoted on The Thai Bonds Market Association for the securities that have 90 days maturity leftover or the yield-rate from the acquisition of securities that have a maturity within 90 days from the date of investment if financial position of issuer or market condition do not change significantly. Unrealised gains or losses from investment valuation are recognised in the statement of operations. On disposal of an investment, the difference between the net disposal proceeds and the carrying amount is charged or credited to the statement of operations. When disposing of part of is a particular investment in debt securities in the same category that the fund holds, the carrying amount of the disposed part is determined by the weight average carrying amount of the total holding of the investment. 2.5 Rental receivables Rental receivables are initially recognised at the fair value of the consideration received or receivable and subsequently measured at the remaining amount less any allowance for doubtful receivables based on a review of all outstanding amounts at the period end. The amount of the allowance is the difference between the carrying amount of the receivable and the amount expected to be collectible. Bad debts are written off during the year in which they are identified and recognised in the statement of operations.
2.6 Deferred expenses Deferred expenses comprise the capital unit issuance costs, registration fees and other directly related expenses as incurred. Deferred expenses are amortised as an expense over a period of 3 years on a straight line basis. 2.7 Revenue recognition Rental and service income and interest income are recognised on an accrual basis. 2.8 Expenses Expenses are recognised on an accrual basis. 2.9 Income taxes The Fund is exempted from corporate income taxes in Thailand.
3. Dividend payment policy Dividend payment The Management Company will consider to pay dividends to unitholder no more than 4 times annually, provided that: 1) If the Fund has net profits in each year, the Management Company shall pay not less than 90% (or any other percentage as may be permitted by the Securities Law from time to time) of the net profit of the year as dividends to unitholder. 2) If the Fund has accumulated profits, the Management Company may pay dividend to unitholder out of the accumulated profits. Such net profit and accumulated profits shall be as actually derived and shall not include the following: 1) Unrealised gain from the appraisal or review of properties, leasehold rights, investments in securities and/or assets of the Fund in the given accounting period. 2) The payment of dividends under 1) shall not increase the FundIs accumulated losses for the accounting period in which the dividends are paid.
In considering the payment of dividends, if the value of interim dividends per investment unit to be paid is lower than or equal to Baht 0.10, the Management Company reserves the right not to pay dividends at that time and to bring such dividends forward for payment together with the payment of annual dividend.
Conditions and criteria for paying dividends to unitholder can be summarised as follows: 1) In the event that any one person or a group of persons holds more than one-third of the Fund total investment units sold, the Management Company shall not pay dividend to the said person or the group of persons for the portion exceeding one-third of the total investment units sold, or for the portion exceeding 50 percent of total number of investment units sold if such person or the group of persons are those whom specified by the Thai SEC except where the Thai SEC or any related agency will specify, order or exempt otherwise. In this case, the Management Company shall use the unpaid dividend for the FundIs benefit or in accordance with the notification of the Thai SEC. 2) In considering paying dividend to a group of persons holds more than one-third of the Fund total investment units sold, the number of investment units for which each investor in the said group is entitled to receive dividend shall be calculated on a pro rata basis of their unitholding, except where the Thai SEC or any related agency will specify, order or exempt otherwise.
On 13 May 2011, the Thai SEC approved the Fund to amend Kprocedure for handling dividends unpayable to unitholderL as follows: The Management Company shall bequeath dividends unpaid to unitholder, if any, to the state as public revenue, and this shall be deemed to have been acknowledged and approved by all unitholder. Pending such process, the Management Company shall keep record of such dividends separated from the other assets of the Fund and not include such amount in the calculation of the FundIs net asset value. Capital reduction 1) Where the Fund has excess liquidity resulting from one or more of the following: a) The disposal of the real estate or the leasehold rights and/or b) The value of the real estate or the leasehold rights decreases from the appraised value or from the reviewed appraisal value, and/or c) From gradually amortized deferred charge.
The Management Company may pay the excess liquidity to the unitholder by reducing the registered capital of the Fund after adding back the excess liquidity due to amortisation of issuance cost and ground lease and deducting rental ans service income which has not been received in cash. 2) The Management Company reserves the right to reduce the registered capital of the Fund at its discretion.
4. Critical accounting estimates and judgements Estimate and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Fair value of investments in properties The fair value of investments in properties that are not traded in an active market is determined by using discounted expected future cash flows received from investments in properties by the appropriate discount rate which reflect related risks. The Fund engages independence appraiser to assess the fair value of properties.
5. Capital risk management The FundIs objectives when managing capital are to safeguard the FundIs ability to continue as a going concern in order to provide returns for unitholder and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Fund may adjust the amount of dividends paid to unitholder, return capital to unitholder, issue new shares of sell assets to reduce debt, if any.
6. Investment in properties As at 7 December 2012, the Fund engaged an independent valuer to assess the fair value of the investments in properties for 17 branches of the Fund by applying the Income Approach. The result revealed that the fair value of the investments in properties which had carrying value at Baht 17,796 million was Baht 17,805 million. The unrealized gain from the assessment amounting to Baht 9 million recorded in the statement of operations. The FundIs management has assessed that the fair value as at 28 February 2013 is not significant difference from the fair value on appraisal date.
7. Cash and cash equivalents As at 28 February 2013, the Fund has the details of cash and cash equivalents as follows:
Principal Interest rate Cash on hand and Cash at Bank (BahtC000) per annum (%) Cash on hand 5,029 - Hong Kong and Shanghai Banking Corporation Limited Current account 155,205 1.75 - 2.00 Citibank N.A. Bangkok Branch Saving account 388,971 1.90 - 2.20 Kasikorn Bank Public Company L imited Current account 5,29 4 - Siam Commercial Bank Public Company Limited Current account 47,765 - Krung Thai Bank Public Company Limited Saving account 403 0.63 602,667
8. Rental receivables, net 28 February2013 BahtC000 Rental receivables 173,697 Less Allowance for doubtful debt (3,194) Rental receivables, net 170,503
9. Deferred expenses Deferred expenses comprised of deferred-setup fund expenses, deferred-land rental expenses, and other prepayments. 28 Febr uary 2013 BahtC000 Deferred -setup fund expenses 515,408 Deferred -land rental expenses 22,17 6 Other prepayments 279 Deferred expenses, net 537,863
Deferred-setup fund expenses are amortised as expense over a period of 3 years on a straight-line basis. Details movements are as follows:
For the period from 13 March 2012 to 28 February 2013 BahtC000 Beginning of the period - Addition during the period 685,874 Amortisation during the period (170,466) Ending of the period 515,408
10. UnitholderC equity Movements in capital account are as follows: 28 February 2013 Number Value per unit of units Baht BahtC000 Units registered, issued and paid-up 2,337,282,928 25,889,143 Registration for the Fund establishment as of 13 March 2012 1,770,000,000 10.40 18,408,000 Registration for capital increase as of 3 December 2012 567,282,928 13.30 7,544,863 Reduction of capital as of 16 August 2012 0.016 (28,320) Reduction of capital as of 22 November 2012 0.020 (35,400) Ending balance as of 28 February 2013 2,337,282,928 25,889,143
Movements in retained earnings are as follows: 28 February 2013 BahtC000 Beginning balance as of 13 March 2012 - Add Net investment income 1,230,979 Net unrealised gain from investments valuation 9,785 Net realised gain from disposal of investments 2,000 Less Dividend paid to unitholder (Note 11) (812,784) Ending balance as of 28 February 2013 429,980
11. Dividend The investment committee approved dividend for the period ended 28 February 2013 is as follows: The details of dividends for the period ended 28 February 2013 are as followed: Unitholder registerCs Total book closed Per unit Million No. The operation for the period Approved date date Payment date Baht Baht
1 13 March 2012 to 31 May 2012 13 July 2012 31 July 2012 15 August 2012 0.1346 238.24
6 November 21 November 2 1 June 2012 to 31 August 2012 19 October 2012 2012 2012 0.1646 291.34
1 September 2012 to 30 30 November 15 January 3 November 2012 23 November 2012 2012 2013 0.1600 283.20 812.78
12. Expenses The management fee, trustee fee, registrar fee and property management fee, are calculated by the Management Company as follows: Management fee During the period from 13 March 2012 (date of registration) to 28 February 2013, the Management Company is entitled to receive a monthly management fee from the Fund at a rate not exceeding 0.16% per annum (exclusive of value added tax, specific business tax or any other similar tax) of the net asset value of the Fund as calculated by the Management Company and verified by the Trustee. Trustee fee The Trustee is entitled to receive a monthly remuneration at a rate not exceeding 0.01% per annum (exclusive of value added tax, specific business tax or any other similar tax) of the net asset value of the Fund as calculated by the Management Company and verified by the Trustee. The foregoing does not include other expenses as actually incurred such as the expenses for the inspection of assets of the Fund. Registrar fee The fee for the Investment Unit Registrar shall be at a rate not exceeding 0.02% per annum (exclusive of value added tax, specific business tax or any other similar tax) of the net asset value of the Fund as calculated by the Management Company and verified by the Trustee. Property management fees Fees and expenses of the Property Manager shall be payable to the Property Manager on a monthly basis according to the Property Management Agreement between the Fund and the Property Manager. The details can be summarised as follows: 1) Fee for rental collection on behalf of the Fund at the rate not exceeding 3% of net rental and service income. 2) Leasing commission for procuring tenants and management of all tenants of the Fund upon entering into new lease agreements with new tenants or renewal of lease agreements is calculated at the rate of 0.5 - 1.5 times of the monthly rental fees depending on the type and period (terms) of lease agreements. 3) Property management fee is calculated at the rate not exceeding 0.3% per annum of the net asset value of the Fund calculated as at the last day of previous month. 4) Incentive fee for the Property Manager is calculated at the rate of not exceeding 2.35% of net property income. Net property income means net revenue from property deducted by property costs and expenses from procuring benefits from the properties. Operating expenses Operating expense comprised of: For the period fro m 13 March 2012 to 28 February 2013 BahtC000 Cleaning, Security & Store Used/Supplies expense 62 ,524 Insurance expense 9,776 Repair and maintenance expense 21,452 Utilities expense 119,590 Sales promotion 16,831 Asset appraisal ex pense 2,247 Annual inspection fee 2,088 Total 234,508
Other expenses Other expenses comprised of: For the period from 13 March 2012 to 28 February 2013 BahtC000 Printing 121 Listing expense 102 Bank charge 70 Provi sion of doubtful accounts 3,194 UnitholderIs meeting expense 1,013 Other expense 1,600 Total 6,100
13. Related party transactions Enterprises and individuals that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Fund, including holding entities, subsidiaries and fellow subsidiaries are related parties of the Fund. Associates and individuals owning, directly or indirectly, an interest in the voting power of the Fund that gives them significant influence over the enterprise, key management personnel, including directors and officers of the Fund and close members of the family of these individuals and entities associated with these individuals also constitute related parties. In considering each possible related party relationship, attention is directed to the substance of the relationship, and not merely the legal form. The relationship among major related parties can be summarised as follows: • Ek-Chai Distribution System Company Limited is the Property Manager of the Fund. • Krung Thai Asset Management Public Company Limited is the Management Company of the Fund. The following significant transactions were carried out with related parties:
a) Income and expenses For the period from 13 March 2012 to 28 February 2013 BahtC000 The Property Manager: Rental income 593,332 Property management fees 110,041 The Management Company: Management fee 14,542 Registrar fee 3,187
b) Outstanding balances arising from sales/purchases of services 28 February 2013 BahtC000 The Property Manager: Rental receivable 72,224 Other asset 5,645 Other accounts payable 285 Accrued expenses 11,692 The Management Company: Accrued expenses 1,677
14. Financial risk management As at 28 February 2013, the principal financial risks faced by the Fund are interest rate risk, credit risk and liquidity risk. The Fund has no currency risk because there is no transaction in foreign currency. Interest rate risk Interest rate risk is the risks associated with the effects of fluctuations in the prevailing levels of market interest rates on its financial instruments. The financial assets of the Fund that potentially subject to the interest rate risk is bonds and deposit with banks. Credit risk Credit risk is the risk that counterparties might not discharge their obligation causing the Fund to incur a financial loss. Credit risk arises from risk in the collectability of lease rental from counterparties. The Fund has no significant concentrations of credit risk due to the Fund has a large number of tenants in various businesses. Additionally, the Fund has a policy to collect in advance rental deposits from customers as a collateral in case of default. The Management Company is of opinion that the Fund does not have credit risk other than that provided in the allowance for doubtful accounts as presented in the financial statements. The estimate for allowance for doubtful accounts encompasses consideration of past collection experiences, customersI deposits and other factors such as the local economic conditions. As at 28 February 2013, the principal financial risks faced by the Fund are interest rate risk, credit risk and liquidity risk. The Fund has no currency risk because there is no transaction in foreign currency. (ContId) Liquidity risk To maintain liquidity of the Fund, the Fund has maintained sufficient cash and marketable securities. Fair value The carrying amounts of the FundIs financial assets and liabilities as at 28 February 2013 as presented in the financial statements approximate to their fair values.
15. Information regarding disposal and purchase of investments During period 13 March 2012 (date of registration) to 28 February 2013, the Fund has purchased and disposed investments amounting to Baht 32,754 million representing 159% of the weighted average net asset value during the period.
16. Segment information The Fund operates in only one business segment which is the investment in property and the business is only operated in Thailand. Therefore the presentation of segment information is no necessary.
17. Commitments As at 28 February 2013, the Fund has long-term commitments in the respect of land and parking area rent. The future minimum lease payment commitments are as follows: 2013 BahtC000 Up to 1 year 32 ,944 2 - 5 years 148 ,109 Over 5 years 907,830 1,088,883
18. Post statement of assets and liabilities On 12 April 2013, the Board of Investment Committee of the Fund passed the resolution to pay the 4 th dividend from the operation between 1 December 2012 to 28 February 2013 at the rate of Baht 0.1801 per unit totalling Baht 421 million. The payment date will be on 20 May 2013. Moreover, the Board of Investment Committee of the Fund approved 3 rd reduction of par value at the rate of 0.0209 per unit totalling Baht 49 million. The Management Company will pay the reduction of registered capital to unitholder on May 21, 2013. The objective of this reduction of registered capital is to pay the exceeding liquidity from non-cash item from the Fund set-up expense.
Report on List of Persons Related To Krung Thai Asset Management Public Company Limited Tesco Lotus Retail Growth Freehold and Leasehold Property Fund Ended As At 28 February 2013 No. List of Related Persons No . List of Related Persons 1 Krung Thai Bank Public Company Limited 29 Mr. Yuenyong Thepcham nong 2 KTB Computer Services Co., Ltd. 30 Mr. Somchai Amorntham 3 KTB Law Co., Ltd. 31 Mr. Thedyos Phajongsilp wiwat 4 KTB General Services Co., Ltd. 32 Mr. Nathanont Kesrakul 5 Krung Thai Asset Management Public Company Limited 33 Ms. Pilaiwan Ongthamkul 6 KTB Leasing Co., Ltd. 34 Mr. Seree Rabiltosporn 7 KTB Advisory Co., Ltd. 35 Mr. Pairas Mikasen 8 Mr. Sut hichai Jitrwanich 36 Ms. Asma Lertladasak 9 Mr. Preecha Phukham 37 Mr. Somphob Prakairungthong 10 Mr. Somchai Boonnamsiri 38 Mr. Amornsak Wongseng 11 Mr. Kulith Sombatsiri 39 Mr. Somkid Likitprinya 12 Mrs. Sumalee Suksawang 40 Ms. Suwanna Thatyathikom 13 Mr. Somchai Ngowattana 41 Mrs. Sunee Neawpanich 14 Mr. Prasith Wasupathra 42 Mr. Sornchai Triamworakul 15 Ms. Arisra Tromthut 43 Ms. Asra Chalermmuk 16 Mr. Weera Wuthikongsirikul 44 Mr. Terdsak Saengwimol 17 Mrs. Chawinda Harnrattanakul 45 Mr. Kant Lachitakul 18 Mr. Wirot Tangchareon 46 Ms. Wanrapee Prakobwankij 19 Ms. Darabut Paphapoj 47 Ms. Ornuma Cheeppensuk 20 Ms. Wahasvara Saengruji 48 Ms. Nattcha Samutsakulpiem 21 Mrs. Pensri Meesuksabai 49 Mr. Chatchapol Siwaleepant 22 Mrs. Saengchan Lee 50 Mr. Kittisak Boonrasri 23 Mr. Komsanti Wongaree 51 Mrs.Saengsiri Netamporn 24 Mr. Kris Na Songkla 52 Mrs. Nithawal Israsena na Ayudhya 25 Mr. Chalerm Lokijsaengtong 53 Ms. Yenruedee Sorchareonsup 26 Mrs. Roongtawan Isarapant 54 Ms. Thanyaporn Thang -uthaisuk 27 Ms. Prapai Kaweevongprasert 55 Ek "Chai Distribution System Co., Ltd. 28 Ms. Weerawan Thanakijworabul
The investors may examine the details of transactions with the persons related to the Fund directly at the management company.
Report on List of Related Persons Tesco Lotus Retail Growth Freehold and Leasehold Property Fund Only Concerning Transactions Related to Immovable Properties or Leasehold Rights of Immovable Properties Ended As At 28 February 2013 No. List of Related Persons 1 The Hongkong and Shanghai Banking Corporation Limited 2 Ek "Chai Distribution System Co., Ltd. 3 Tesco Stores (Thailand) Limited 4 Tesco Holding BV Co., Ltd.
Acceptance of Returns Due to the Use of Service From Other Persons (Soft Commission) of Tesco Lotus Retail Growth Freehold and Leasehold Property Fund
Company Granting Benefits Benefits Received Reasons for Acceptance of Benefits Information, news, analysis and For the purpose of the investment of 1 Bangkok Bank Public Company Limited educational seminars the Funds Information, news, analysis and For the purpose of the investment of 2 Krung Thai Bank Public Company Limited educational seminars the Funds Information, news, analysis and For the purpose of the investment of 3 Bank of Ayudhya Public Company Limited educational seminars the Funds Information, news, analysis and For the purpose of the investment of 4 Kasikorn Bank Public Company Limited educational seminars the Funds Information, news, analysis and For the purpose of the investment of 5 Kiatnakin Bank Public Company Limited educational seminars the Funds Information, news, analysis and For the purpose of the investment of 6 JP Morgan Chase Bank educational seminars the Funds Information, news, analysis and For the purpose of the investment of 7 Citibank educational seminars the Funds Information, news, analysis and For the purpose of the investment of 8 CIMB Thai Bank Public Company Limited educational seminars the Funds Information, news, analysis and For the purpose of the investment of 9 Deutsche Bank AG educational seminars the Funds Information, news, analysis and For the purpose of the investment of 10 The Royal Bank of Scotland N.V. educational seminars the Funds
Acceptance of Returns Due to the Use of Service From Other Persons (Soft Commission) of Tesco Lotus Retail Growth Freehold and Leasehold Property Fund
Company Granting Benefits Benefits Received Reasons for Acceptance of Benefits
Information, news, analysis and For the purpose of the investment of 11 TMB Bank Public Company Limited educational seminars the Funds Information, news, analysis and For the purpose of the investment of 12 Tisco Bank Public Company Limited educational seminars the Funds Siam Commercial Bank Public Company Information, news, analysis and For the purpose of the investment of 13 Limited educational seminars the Funds Information, news, analysis and For the purpose of the investment of 14 Thanachart Bank Public Company Limited educational seminars the Funds Information, news, analysis and For the purpose of the investment of 15 BNP Paribas Bank educational seminars the Funds Information, news, analysis and For the purpose of the investment of 16 UOB Bank Public Company Limited educational seminars the Funds Standard Chartered Bank (Thai) Public Information, news, analysis and For the purpose of the Funds 17 Company Limited educational seminars information Industrial and Commercial Bank of China (Thai) Information, news, analysis and For the purpose of the Funds 18 Public Company Limited educational seminars information The Hongkong and Shanghai Banking Information, news, analysis and For the purpose of the investment of 19 Corporation Limited educational seminars the Funds Information, news, analysis and For the purpose of the investment of 20 Bank of America National Association educational seminars the Funds Information, news, analysis and For the purpose of the investment of 21 Government Savings Bank educational seminars the Funds Information, news, analysis and For the purpose of the investment of 22 VTB Capital Plc Bank educational seminars the Funds Information, news, analysis and For the purpose of the investment of 23 Credit Suisse International Bank educational seminars the Funds KGI Securities (Thailand) Public Company Information, news, analysis and For the purpose of the investment of 24 Limited educational seminars the Funds