Annual Report
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Annual Report Future2020 Park Leasehold Property Fund : FUTUREPF For Period from 1 January 2020 to 31 December 2020 Contents Part 1 : Summary of Fund Information 1 Part 2 : The Fund’s Operation 15 1. Fund Information 15 1.1 Name, Type, Fund Capital and Term of Fund 15 1.2 Name of Management Company and Fund Trustee 15 2. Policy, Business Overview and How the Fund Seek Benefit 15 2.1 Visions, Objectives, Targets and Operating Strategies 15 2.2 Significant Changes and Key Developments 19 2.3 Relationship with the Business Group of the Property Manager or 20 Major Unitholders 2.4 Fund Structure 21 2.5 Details of Assets of the Fund 21 2.6 Seeking of Benefits from Immovable Properties 24 2.7 Details of Fund Loan for the period from January 1, 2020 to 26 December 31, 2020 3. Retail Market Overview 27 4. The Risk Associated with Investing in the Fund 31 5. Legal disputes 32 6. Other Important Information 32 Part 3 : Management and Good Governance 33 7. Details of Investment Units 33 7.1 Investment Units 33 7.2 Unitholder Information 34 7.3 Fund Returns 35 8. Management Structure 39 8.1 Management Company 39 8.2 Property Manager 51 8.3 Fund Trustee 56 8.4 Investment Advisory Committee 58 8.5 Name, Address and Telephone Number of Auditor, Fund Registrar and 58 Property Appraiser 8.6 Record for Penalties and Fines 58 9. Corporate Governance 59 9.1 Compliance Policy 59 9.2 Board Committees 59 9.3 Inside Information 59 9.4 Investment Selection and Portfolio Management Guidelines 59 9.5 Selection of Property Manager 60 9.6 Supervision and Monitoring of the Property Manager’s Performance 61 9.7 Monitoring of the Fund’s Benefits and Interests 62 9.8 Management Fee 62 9.9 Disclosure of Data/Information 63 9.10 Unitholders’ Meeting 63 9.11 Audit Fee 65 10. Social Responsibility 66 10.1 Overall Policy 66 10.2 Implementation 68 10.3 Negative impact from the Fund business on society (if any) 68 10.4 Negative activity that benefits society and environment 68 11. Internal Controls and Risk Management 70 11.1 Summary of Opinions from Head of Compliance & Legal and 70 Head of Internal Audit Department of the Management Company 11.2 Disclosure of Information about the Head of the Compliance Department/ 71 Head of Internal Audit Department 12. Measures to Prevent Conflict of Interests 72 12.1 Transactions between the Fund and Management Company and 72 Connected Persons 12.2 Transactions between the Fund and Fund Trustee and Connected Persons 73 12.3 Soft Commission 74 Part 4 : Financial Position and Performance 75 13. Key Financial Information 75 13.1 Summary of Auditor’s Report 75 13.2 Summary of Financial Statement 76 13.3 Financial Ratios 82 14. Management Discussion and Analysis: MD&A 83 14.1 Analysis of the Past Performances 83 14.2 Factors or occurrences which may have impact in the future 87 15. Fund Trust Report 89 Attachment 1 Auditor Report and Financial Statement 91 Attachment 2 Summary of the appraisal report of the fund prepared by 115 an independent appraiser Annual Report 2020 Future Park Leasehold Property Fund : FUTUREPF 1 Part 1 : Summary of Fund’s Information Fund’s Information as of 31 December 2020 Fund Name Future Park Leasehold Property Fund Fund Symbol FUTUREPF Management Company BBL Asset Management Co., Ltd. Fund Supervisor Krung Thai Bank Public Company Limited Auditor PricewaterhouseCoopers ABAS Limited. Inception Date 23 November 2006 Market Value THB 9,796.97 Million or 12.2271 baht per unit Number of Investment Units 529,566,100 units Net Asset Value THB 6,475.10 Million or 12.2271 baht per unit Amount of Fund Capital THB 6,233,161,000 or 10.00 baht per unit Approval Date 20 October 2006 Market Price to NAV 1.51 Weighted Average Lease Expiry 21 year Capital Structure of the Fund ( as of 31 December 2020) Total Asset THB 11,799.27 Million Total Liabilities THB 5,324.17 Million Total Equity THB 6,475.10 Million Retained Earnings THB 841.94 Million Interest Bearint Debt None Credit Rating None Investment Structure 100% Direct Investment - Indirect Investment nvestment Type - Ownership 100% Leasehold - Mixed 100% Annual Report 2020 2 Future Park Leasehold Property Fund : FUTUREPF Summary of Infrastructure Asset Invested by the Fund The Fund invests in leasehold rights of building areas which are not obliged to a long-term lease contracts, invests in the right to bring some areas of the common area and invets in the right of the exterior wall area of the Future Park Rangsit Building (details as shown in the table below). The Fund seeks their benefits in the form of renting, providing the right to use the space or any other forms. Project Location No. 94 Phaholyothin Road, Prachathipat Sub-district, Thanyaburi District, Pathum Thani Province Project Characteristic A 25 year-old, five-storey (including one underground floor), reinforced concrete building with a seven-storey car parking building situated behind and outdoor parking areas that can accommodate around 8,000 cars (including temporary area for 1,000 car parking spaces). (Rangsit Plaza Co., Ltd. is the owner.) Land Area Land Title Deeds No. 310 and 92118 with total area of 106 rais and 9.5 square wahs (owned by Pipatanasin Co., Ltd. which has entered into a land lease agreement with Rangsit Plaza Co., Ltd.) The Fund has not invested in and has not sub-leased these pieces of land. Type of Use Shopping Center Property Manager Rangsit Plaza Co., Ltd. (“Rangsit Plaza”) Investment Date Initial Public Offering : November 24, 2006 1st Capital Increase : December 26, 2012 Lease Term Initial Offering : November 24, 2006 - December 31, 2026 1st Capital Increase : January 1, 2027 - December 31, 2041 Seeking of Benefits from The Fund seeks the benefits from investing in leasehold rights and utilization the Infrastructure Assets rights in the Future Park Rangsit Project, by leasing the retail and common area in the Future Park Rangsit Building to tenants for various businesses such as cinemas, fitness center, food and beverage store, fashion, health and beauty store, computer and mobile phone shops, and so on. The Fund has proceeded the lease agreements in order to maximize the benefit to the fund Latest Appraisal Value 6,418,000,000 Baht (as of December 31, 2020) from 15 Bissiness Advisory Limited, the objective is for public purpose by income approach method Link URL : https://investor.futurepark.co.th (Home / Investor Relation / Financial Information / Appraisal Report) Annual Report 2020 Future Park Leasehold Property Fund : FUTUREPF 3 Internal Rate of Return Key Assumptions Investment price (baht/unit) 18.01 Statement of Cash Flow based on valuation report as of 31 December 2020 Property expenses (Asset Level) Refer to valuation report Fund expenses (Fund Level) (% of total revenue) 2 Expected IRR (%) 5.61 Note: 1. The Investment Price is the average trading price weighted by the trading volume which is the information starting from the latest XD date. 2. The aforementioned Expected IRR is an estimate number and shall not be regarded as any guarantee of return. The objective is only to be a disclosure of the data of the property fund in accordance with the guideline announced by the Office of the SEC so that the unitholders would know and recognize that the value of a leasehold property fund will gradually reduce to zero upon maturity. 3. The details of the assumption for assessing the cash flow are based on the valuation report as of 31 December 2020. Details can be seen at Link URL: https://investor.futurepark.co.th ((Home / Investor Relation / Financial Information / Appraisal Report)) Estimated the Investment Income The rental and service income refer to the statement of cash flow from independent valuer (Valuation report as of December 31, 2020) Type of Tenants Areas (sqm.) Valuer’s assumption 1.1 Retail (Shops) 49,541.58 The average rental rate and growth rate are as follows; 1. Structure of rental income (Fixed rent) 1.1) B-Floor: Year 1, the rate is 1,200.00 baht/sqm. 1.2) G-Floor: Year 1 the rate is 1,500.00 baht/sqm. 1.3) 1-Floor: Year 1 the rate is 1,270.00 baht/sqm. 1.4) 2-Floor: Year 1 the rate is 1,500.00 baht/sqm. 1.5) 3-Floor: Year 1 the rate is 920.00 baht/sqm. Remark: All floors are step up in Year 2-3= 2.0%, Year 4-5 = 3.5%, and Year 6 onwards = 3.0% 2. Structure of rental income (Gross Profit Sharing: GP) Year 1: the rate is 760 baht/sqm. Remark: step up in Year 2-3= 2.0%, Year 4-5 = 3.5%, Year 6 onwards = 3.0% Annual Report 2020 4 Future Park Leasehold Property Fund : FUTUREPF Type of Tenants Areas (sqm.) Valuer’s assumption The average occupancy rate are as follows; 1. Structure of rental income (Fixed rent) 1.1) B-Floor: Year 1 = 91%, Year 2 = 93% Year 3 onwards 97% 1.2) G-Floor: Year 1 = 94%, Year 2 = 96% Year 3 onwards 97% 1.3) 1-Floor: Year 1 = 93%, Year 2 = 95% Year 3 onwards 97% 1.4) 2-Floor: Year 1 = 96%, Year 2 = 96% Year 3 onwards 97% 1.5) 3-Floor: Year 1 = 91%, Year 2 = 94% Year 3 onwards 97% 2. Structure of rental income (Gross Profit Sharing: GP) The occupancy rate is at 97% in Year 1 and stable during the remaining of lease term.