Investor Presentation CPN Retail Growth Leasehold Property Fund (“CPNRF”)
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Investor Presentation CPN Retail Growth Leasehold Property Fund (“CPNRF”) December 2013 Disclaimer: -Investment contains certain risks; investors are recommended to study related information before making investment decision. -The approval for capital increase of the CPN Retail Growth Leasehold Property Fund on November 14, 2013 does not mean the Securities and Exchange Commission, the Capital Market Supervisory Board or the Office certifies the completeness or the correctness of the information in the offering documents nor guarantees the price or the return of the fund. -The Fund invests in leasehold rights to the Real Properties. The value of the Investment Units may decrease to Baht 0. -The Fund does not reserve funds for repayment to its unitholders upon dissolution. However, the Management Company may make capital repayment together with the distribution of dividend or only capital repayment prior to dissolution of the Fund. -For the utmost benefits of managing the Fund, the offer for sale of the Investment Units of the Fund or the transferring registration of the Investment Units of the Fund shall solely be under the Management Company’s discretion. The Management Company may reserve to accept or deny to offer for sale of Investment Units of the Fund or to register the transfer of the Investment Units of the Fund for any person. The persons to whom the Management Company unwilling to accept or deny to offer for sale of Investment Units of the Fund or to register the transfer of the Investment Units of the Fund include but are not limited to the citizens of the United States of America, the residents in the United States of America, persons who normally reside in the United Stated of America, as well as the pool assets of such person, and the companies or partnerships which are incorporated and operate in the United States of America. The purchase of the Units were transferred from a bank account, which is outside of the United States to the Underwriter. For more information, please contact SCB Asset Management Co., Ltd., Tel. 02-777-7777, press 0, and press 6. Financial Advisors / Joint Lead Underwriters Fund Manager Sponsor and Property Manager Table of Contents Page Section 1 CPNRF Summary 3 • Existing Assets Detail Summary Section 2 2nd Rights Offering of CPNRF 5 • Offering Summary 6 • Transaction Structure 7 • Offering Structure 8 • Pre and Post Acquisition Fund Summary 9 • General Information of CentralPlaza Chiangmai Airport Project 10 • Investment Details 11 • Key Term Summary 12 Section 3 Investment Highlight 13 Section 4 Some Key Concern and Mitigation 19 Appendix Appraisal Valuation Summary 21 2 CPNRF Summary Note : please study disclaimer in cover page of this presentation 3 As of 31 March 2013 Existing Assets Detail Summary Rama II Rama III Pinklao Pinklao Tower A &B Remaining Life 12 83 11 N/A (years) Occupancy(1) 98.4% 98.1% 98.8% 97.0% Average Retail Rental Rate(2) 1,529 1,455 2,097 422 (THB/sq.m./month ) Anchor 50,360 Anchor 11,480 Anchor 4,635 Anchor - Leasable Area Shop 34,158 Shop 25,284 Shop 16,828 Shop 32,751 (sq.m.) Vacant 1,348 Vacant 723 Vacant 267 Vacant 1,009 Total 85,866 Total 37,487 Total 21,730 Total 33,760 Year Sq.m. % Year Sq.m. % Year Sq.m. % Year Sq.m. % Apr - Dec 2013 15,626 18.2 Apr - Dec 2013 7,828 20.9 Apr - Dec 2013 4,351 20.0 Apr - Dec 2013 9,143 27.1 2014 17,592 20.5 2014 7,223 19.3 2014 8,928 41.1 2014 6,728 19.9 2015 10,682 12.4 2015 9,570 25.5 2015 7,810 36.0 2015 13,079 38.7 Expiry Profile by 2016 805 0.9 2016 1,744 4.6 2016 - - 2016 3,801 11.3 Leasable Area After 2017 32,516 37.9 After 2017 6,731 18.0 After 2017 - - After 2017 - - Other Leasable Other Leasable Other Leasable Other Leasable Area (3) 7,297 8.5 Area (3) 3,668 9.8 Area (3) 374 1.7 Area (3) - - Vacant Area 1,348 1.6 Vacant Area 723 1.9 Vacant Area 267 1.2 Vacant Area 1,009 3.0 Total 85,866 100.0 Total 37,487 100.0 Total 21,730 100.0 Total 33,760 100.0 Remark: (1) Anchor and shop tenants only (2) Rental Rate refers to rental and service rates in relation to rental of shop tenants, excluding those with long-term lease contract with advance payment of rental as well as those with a contract term of less than 1 year (3) Other Leasable Area includes the area leased out for a term shorter than 1 year Note : please study disclaimer in cover page of this presentation 4 nd 2 Rights Offering of CPNRF 5 Offering Summary Fund Name CPN Retail Growth Leasehold Property Fund (“CPNRF”) Transaction 2nd capital increase to acquire the new asset Leasing of the Real Properties of CentralPlaza Chiangmai Airport Project for 30 years . Certain parts of 1 shopping complex, 1 multipurpose hall and indoor parking spaces Investment Assets . Utilities system . Certain parts of land . Thai Property Appraisal Lynn Phillips Company Limited Asset Appraisers . Grand Asset Advisory Company Limited . Not exceed THB 9.79 bn Transaction Size . Rights offering of 553.95 m new units (Rights ratio: 0.3385 new units for 1 existing unit) Capital Not exceed THB 9.79 bn Sources of Fund Local commercial bank loan expected Baht 1,650 million Cash on Fund expected Baht 500 million Sponsor / Property Manager Central Pattana Public Company Limited Financial Advisors Siam Commercial Bank Public Company Limited Maybank Kim Eng Securities (Thailand) Public Company Limited Siam Commercial Bank Public Company Limited Joint-Lead Underwriters Maybank Kim Eng Securities (Thailand) Public Company Limited Macquarie Securities (Thailand) Limited Fund Manager SCB Asset Management Company Limited 100% of Right Offerings to CPNRF existing unitholders Placement Structure In the case that any existing unitholders waive their rights to subscribe for the additional investment units, subscribe less than their entitlements, fail to subscribe within specified period, or for any reason whatsoever, the Management Company will allot such remaining investment units upon the method the management company deems appropriate. Note : please study disclaimer in cover page of this presentation 6 Transaction Structure Existing Unitholders New Potential Investors(6) Joint-Lead Underwriters Fund Manager Maybank Kim Eng SCB Macquarie Financial Advisors Pre Acquisition Post Acquisition Investment Committee Market Cap Trustee (KBANK) 26,181 (3) 35,971 (1) (Baht million) Number of Units Registrar (SCB) 1,636 (3) 2,190 (2) (million units) Auditor (KPMG) Average Life of 35.9 33.7 Investment (years) Property Manager New Asset Existing Assets Remark: (1) Based on maximum fund raised through new units offerings (2) Based on maximum units to be issued (3) Source : SET, as of 3 December 2013 CentralPlaza Chiangmai Airport CentralPlaza Pinklao CentralPlaza Rama III CentralPlaza Rama II (4) As of 31 Mar 2013. Net leasable area includes the area leased out to anchor and shop tenants. Within Nov 2013, the NLA to be invested in will change to Net Leasable Area Total Net Leasable Area 178,842 sq.m. (5) approximately 36,648 sq.m. due to area adjustment. 35,343 sq.m. (4) (5) As of 31 Mar. 2013 (6) Through potential placement of units leftover from the existing unitholders if the management company see this allocation method appropriate Note : please study disclaimer in cover page of this presentation 7 Offering Structure 100% Rights Offering Situation existing unitholders have a 100% right to subscribe new investment units Fully subscribed by Scenario 1 existing unitholders Incomplete subscription from existing unitholders In this case, the existing Either from units will be allocated Scenario 2 • Waived their rights; or upon the method the • Did not make a timely subscription; or management company • Did not make a full subscription; or deems appropriate. • For any other reason • Pricing will be finalized upon the book building completion. Placement Details • No control dilution effects to existing unitholders. Note : please study disclaimer in cover page of this presentation 8 As of 31 March 2013 Pre and Post Acquisition Fund Summary Pre Acquisition Chiangmai Airport Post Acquisition Remaining Life 35.9 30 (year) 33.7 Occupancy(1) 98.4% 97.9% (4) 98.0% Average Retail Rental Rate (2) 1,595 (5) 1,310 1,539 (5) (Baht/Sq.m./Mth ) Anchor 66,475 Anchor 8,104 Anchor 74,579 Shop 109,020 Shop 26,486 Leasable area Shop 135,506 (sq.m.) Vacant 3,347 Vacant 753 Vacant 4,100 Total 178,842 Total 35,343 Total 214,185 Year Sq.m. % Year Sq.m. % Year Sq.m. % Apr - Dec 2013 36,948 20.7 Apr - Dec 2013 6,913 19.6 Apr - Dec 2013 43,861 20.5 2014 40,471 22.6 2014 3,116 8.8 2014 43,587 20.3 2015 41,050 23.0 2015 14,988 42.4 2015 56,038 26.2 2016 2,987 8.5 Expiry Profile 2016 6,441 3.6 2016 9,428 4.4 After 2017 39,248 21.9 After 2017 5,244 14.8 After 2017 44,492 20.8 Other Leasable Other Leasable Other Leasable (3) Area (3) 11,337 6.3 Area 1,342 3.8 Area (3) 12,679 5.9 Vacant Area 3,347 1.9 Vacant Area 753 2.1 Vacant Area 4,100 1.9 Total 178,842 100.0 Total 35,343 100.0 Total 214,185 100.0 Remark: (1) Anchor and shop tenants only (2) Rental Rate refers to rental and service rates in relation to rental of shop tenants, excluding those with long-term lease contract with advance payment of rental as well as those with a contract term of less than 1 year (3) Other Leasable Area includes the area leased out for a term shorter than 1 year (4) Occupancy rate of the area the Fund will invest Note : please study disclaimer in cover page of this presentation (5) Weighted average of retail rental rate upon the area of each asset 9 General Information of CentralPlaza Chiangmai Airport Project The CentralPlaza Chiangmai Airport One of the largest and modern shopping complexes in Chiangmai and the northern Thailand General Information Building Utilities System 3-mth Period Ended March 2013 .