Part 1: Summary of Fund Information 1 Part 2: The Fund’s Operation 5 1. Fund Information 6 2. Policy, Business Overview and How the Fund Seek Benefit 6 3. Retail Market Overview 19 4. The Risk Associated with Investing in the Fund 23 5. Legal disputes 24 6. Other Important Information 24 Part 3: Management and Good Governance 25 7. Details of Investment Units 26 8. Management Structure 32 9. Corporate Governance 46 10. Social Responsibility 52 11. Internal Controls and Risk Management 55 12. Measures to Prevent Conflict of Interests 57 Part 4: Financial Position and Performance 61 13. Key Financial Information 62 14. Management Discussion and Analysis: MD&A 72 15. Fund Supervisor Report 78 Attachment Auditor Report and Financial Statement 81
PART 1
Summary of Fund Information Part 1 : Summary of Fund Information
Financial Highlight 2016 2017 2018 Balance Sheet Total assets THB Million 7,460.0 7,342.7 7,239.6 Interest bearing debt THB Million 270.0 100.0 0.0 Net assets THB Million 6,771.2 6,815.4 6,813.4 Profit and Loss statement Total income THB Million 987.4 1,027.2 1,027.3 Total expense THB Million 206.9 203.4 203.8 Net investment income THB Million 780.5 823.9 823.6 Net unrealized gain from investment valuation THB Million (3.6) (29.7) (93.7) Increase in net assets from operations THB Million 777.0 794.1 729.8 Trading Statistics Closing price THB / Unit 23.10 21.50 22.60 Highest price THB / Unit 27.00 23.60 23.00 Lowest price THB / Unit 19.70 19.70 20.50 Market capitalization THB Million 12,233.0 11,385.7 11,968.2 Distribution to Unitholders Dividend payment THB / Unit 1.330 1.402 1.402
2 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 TOTAL INCOME 1,027 1,027 1,040 1,020 987 1,000 980 945 941 960 940 920 900 880 2014 2015 2016 2017 2018
DIVIDEND PAYMENT
1.450 1.402 1.402 1.400 1.330 1.350
1.300 1.248 1.248 1.250 1.200 1.150 2014 2015 2016 2017 2018
Overview of the Fund’s performance As of 31 Dec 2018, Net Asset Value (NAV) was THB 6,813.4 million baht, equivalent to THB 12.8660 per unit. In Y2018, Fund’s performance was similar to last year because total income and total expenses unchanged from Y2018, recorded of THB 1,027.3 million baht and THB 203.8 million baht, respectively. Thus net investment income was THB 823.5 million baht.
Future Park Leasehold Property Fund : FUTUREPF 3 Total Expenses as Collected from Property Fund For the period from 1 January 2018 to 31 December 2018
Amount % of Fund's Direct Expense (Thousand Baht) Net Assets Value Property Management Fee 95,344.94 1.40 Property Marketing And Administrative Expenses 60,265.75 0.88 Property Tax 21,990.39 0.04 Management Fee 9,626.70 0.32 Insurance Premium 7,153.13 0.11 Interest Expense 2,646.34 0.14 Registrar Fee 1,985.77 0.03 Trustee Fee 1,782.72 0.03 Professional Fee 1,205.55 0.03 Other Expenses 1,755.80 0.01 Total Expenses 203,757.09 2.99 Average Net Asset: Baht 6,821,928,722.84
4 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 PART 2
T he Fund’s Operation
Future Park Leasehold Property Fund : FUTUREPF 5 Part 2 : The Fund’s Operation
1. Fund Information 1.1 Name, Type, Fund Capital and Term of Fund Fund Name Future Park Leasehold Property Fund (“FUTUREPF”) Fund Type Closed-end Property fund Fund Capital THB 6,233,161,000 (Six billion, Two Hundred and Thirty-Three Million, One Hundred and Sixty-One Thousand Baht) Term of Fund No specific term 1.2 Name of Management Company and Fund Supervisor Management Company BBL Asset Management Company Limited Fund Supervisor Krung Thai Bank Public Corporation Limited 2. Policy, Business Overview and How transferring and/or disposing of immovable the Fund Seek Benefit property invested or acquired by the Fund, and by improving, changing, developing and/or 2.1 Visions, Objectives, Targets and Operating disposing of the various properties invested or Strategies acquired by the Fund, whether by the granting of Visions, Objectives and Targets a lease and/or sale and/or by other means relevant The purposes of the Fund are to mobilize and necessary to make use of the immovable funds from the investors, natural persons of Thai properties in return for income and yields for the and foreign nationals and local and overseas Fund and its unitholders, including to invest in juristic persons which are used to purchase and/ other properties and/or securities and/or to acquire or take on lease immovable properties. The Fund other fruits by any other means stipulated by the will accept the transfer of ownership and/or lease Securities Law and/or other relevant laws. rights and derive benefits from the immovable properties by letting out on lease or sublease,
6 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 1. Investment from the initial offering Land Title deed (24 November 2006) no. 310 and 92118 As of 24 November 2006, the Fund Lease Plpatanasin Leases out has invested in the rights to the lease of Future Park Rangsit Project which is a completed commercial Rangsit Plaza center built on land title deeds no. 310 and 92118 with total land area of 108 rais, 1 ngan, 67.5 square Owner of Bulldings wah (Pipatanasin Co., Ltd. owns the lands and has entered into a land lease agreement with Rangsit Plaza Co., Ltd. which owns the buildings). The Fund has invested in the lease rights for parts of the buildings where there are not subject to long-term Leases Part Rangsit Plaza leases with up-front payments, with total usable of Bullding leases out area of 52,573.09 square meters and rights to FUTUREPE generate income from the common areas totaling 48,190.51 square meters including the exterior 2. Investment from the 1st Capital walls of Future Park Rangsit buildings. The income Increase (26 December 2012) generation shall be in the forms of rent, provision The Management Company has of service, giving rights to the use of space or capitalized funds to invest in the following other forms for generating income. The term of the properties lease rights to the space is 20 years from 24 November 2006 to 31 December 2026. The Fund 1. The extension of the lease rights had initially invested and entered into a lease of the Future Park Rangsit Project with total area agreement with Rangsit Plaza Co., Ltd. covering of 53,065.66 square meters and rights to the use 52,573.09 square meters of usable area and parts of parts of the common areas of 47,697.94 square of Future Park Rangsit Project that could generate meters which include 8,276.88 square meters of income of 7,582.79 square meters (from the total income-generating common area and rights to common area of 48,190.51 square meters as seek benefits for the exterior walls of the Future per the lease rights agreement with Rangsit Plaza Park Rangsit Project buildings and other assets Co., Ltd. signed at the Land Department on 24 that are related and necessary for the use of the November 2006. The income generating area is buildings for generating income for another 15 totaling 60,155.88 square meters. years (from 2027 to 2041) and 2. The additional lease rights of the building of Future Park Rangsit Project that are not subject to long-lease agreements with up-front payments with Rangsit Plaza Co., Ltd. totaling 3,840.08 square meters for a period of 29 years from the signing date of related agreements to the year 2041.
Future Park Leasehold Property Fund : FUTUREPF 7 The following table shows the information on the Properties the Fund invested both the 1st Investment and the 1st Capital Increase.
Lease Rights/ Initial Investment Usable Area Additional Area After the 1st Common Area Lease Rights (sqm) (sqm) (sqm) Capital Increase (sqm) Lease Rights-Building 52,573.09 53,065.66 3,840.08 56,905.74 Lease Rights-parts of the 48,190.51 47,697.94 992.27 48,690.21 commonareas to generate income - Income Generating area 7,582.79 8,276.88 - 8,276.88 - Non-income Generating Area 40,607.72 39,421.06 992.27 40,413.33 Total Income Generating Area 60,155.88 61,342.54 3,840.08 65,182.62 Total Area 100,763.60 100,763.60 4,832.35 105,595.95 Term of the Lease/ Rights to 24 Nov 2006 24 Nov 2006 Ends Ends the Common Area Lease to 31 Dec 2026 to 31 Dec 2026 31 Dec 2041 31 Dec 2041
3. Operating Strategy customers can expect from an ideal comprehensive In managing the property fund, the shopping location. Furthermore, this includes Management Company’s main goals are to presenting marketing activities which are novel produce a consistent dividend for unitholders and and trendy to generate an exciting ambience to generate value appreciation for the units over that draws in shoppers throughout the year. This the long term. The Fund’s income will be from simultaneously helps stimulate revenue for tenants rental revenue coming directly from tenants. as well. This property is ranked among Thailand's Revenue is generated from various sources most active commercial properties. Several ranging from large tenants to small individuals. marketing events generated so much popularity Most are on long term rental contracts of and media publicity that they have become approximately 1-3 years. The Fund appoints an an integral part of the property's attractiveness. experienced property manager to administer work On-going feedback from tenants and customers in accordance to work plans and strategies which are constantly maintained, including the establishment are jointly established, details of which are of Loyalty Programs through membership cards, summarized below. with an aim to improve all facets of operations. All of the above have helped the Fund maintain a 3.1 Business Strategy for the high occupancy rate for the property and makes Property Invested by the Fund it possible to see an appreciation of the rental The primary aim is to satisfactorily rates. Costs will also be managed effectively. meet the demands of tenants and customers by offering a variety of products and services that
8 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 3.2 Strategy for Maintenance of the 2.2 Significant Changes and Key Property Invested by the Fund Developments The aim is to ensure the property In June 2018, Future Park Rangsit invested is kept in good condition and modernized. Shopping Center joined with Pathum Thani According to the long term management plan Province and Rangsit Municipality to establish a jointly discussed with the property manager, the comprehensive Pathumthani Province Government property will undergo major refurbishing every 7-8 Service Center. To increase communication years. Meanwhile, each year, enovations will take channels for government agencies and place regularly on certain specific sections. The facilitate for the customers, Pathumthani Province Fund sets aside a budget for future renovations to Government Service Center has 9 government ensure that sufficient funding is available to carry agencies, including Department of Consular out this work and the property is equipped to Affairs, Rangsit Municipality, Thanyaburi District, compete with existing and future competitors. Provincial Electricity Authority Rangsit, Provincial 3.3 Strategy for Building Relationship Waterworks Authority Rangsit, Social Security with the Community and Authorities to Support Office, Pathum Thani Provincial Employment Office, Sustainable Growth Pathum Thani Provincial Transport Office, and Pathum Thani Provincial Damrongtham Center. The project's long term success cannot be achieved without establishing a good Amendment of the Fund Scheme of relationship with the surrounding community. Future Park Leasehold Property Fund (FUTUREPF) In our engagement with the educational institutions in order to comply with the Notification of the Office in the area, students are offered the opportunity of the SEC (SorNor. 22/2561) and the Notification to participate in a wide range of activities such of Capital Market Supervisory Board (TorJor. as contests and exhibits to compete for prizes, 20/2561) regarding reporting and disclosure of the recruitment of talent students to help in the Fund’s information and organizing of the meeting project's publicity work, or offering retail space to of the Unitholders. Summary of the amendment is sell small items. Similar engagement takes place as below; with the authorities in the community to foster relations, such as by jointly organizing major events namely the Thai Red Cross fair, OTOP fairs, etc. We also occasionally facilitate or provide floor space to government agencies or other institutions that request space temporarily to do publicity or perform a public service for the community without interfering normal business of the Fund. The property is regarded as a hub for those living in the area, the preferred location to do shopping and for relaxation.
Future Park Leasehold Property Fund : FUTUREPF 9 1. Reporting and disclosure of the 1.2 In case income or net profit in Fund’s information. the financial statement of any period is different 1.1 The Management Company from the financial statement of the same period of shall submit to the Office of the SEC and the SET the previous year more than 20%, the Management the following financial statement: Company shall disclose to the SET the reason for the change and the financial statement together (a) a reviewed quarterly financial with the Interim Management Discussion and statement within 45 days from the last date of each Analysis showing at least the causes and factors quarter, and that make the difference including the effect of (b) an audited annual financial such factors and also submit to the Office of the statement within 2 months from the end of the SEC together with the financial statement. accounting period of the Fund or within 3 months from 1.3 The Management Company the end of the accounting period of the Fund in case is required to submit to the Office of the SEC and of submitting the reviewed Q4 financial statement the SET the Annual Registration Statement before the annual financial statement. (form 56-REIT1) within 3 months from the end of the In case the Management accounting period of the Fund. Company has submitted an annual financial 1.4 In case the Fund has invested statement as per (b) to the Office of the SEC in the core asset which is greenfield project, the and the SET within 2 months from the end of the Management Company shall submit to the Office accounting period of the Fund, the reviewed Q4 of the SEC and the SET the progress report every financial statement as per (a) shall be deemed 6 months since the investment in the such asset submitted to the Office of the SEC and the SET. within 30 days from the last date of the 6 month period.
10 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 2. Organizing of the meeting of the 2.3 Relationship with the Business Group Unitholders. of the Property Manager or Major Unitholders 2.1 The Management Company The Fund is held by major unitholder - shall arrange the annual general meeting within 4 Rangsit Plaza Co., Ltd. which holds 33.33% of the months from the end of the accounting period to total units outstanding as of the latest book closing report to the Unitholders at least the following date (December 28, 2018). Rangsit Plaza Co., Ltd. matters: is also the property manager of the Fund. (a) milestone of the Fund At present, Rangsit Plaza Co., Ltd. does management and guideline in the future. not own or manage any other shopping centers (b) the financial position and apart from Zpell@Future Park which is the performance of the Fund in the past accounting company's new project located within the same year together with the audited financial statement compound as the original property held by the at least. Fund. Zpell@Future Park is currently under construction and is expected to be completed and (c) appointment of the Fund’s ready to open late 2015. Rangsit Plaza Co., Ltd. auditor and audit fee. has pledged to unitholders at the 1/2556 unitholders 2.2 The extraordinary general meeting on 16 August 2013 (to request resolution meeting in the following cases: to connect the existing project with the new project (a) where the Management and will provide revenue compensation to retail Company may convene the Unitholders’ meeting as spaces which are impacted) that the new project it deems appropriate for the benefit of the Fund will target higher-end consumers than the management. customer segment targeted by the existing property invested by the Fund. The Management (b) where the Unitholders holding Company views that the new project will strengthen the Investment Units in aggregate of more than 10% the overall project by providing a wider range of of the total number of the Investment Units sold make products and services that eventually benefits the a written request to the Management Company to entire shopping complex. convene the Unitholders’ meeting with the clearly reason for requesting the meeting. In this case, the At present, the Management Company Management Company shall convene the meeting is not managing a Type 1 Property Fund or REIT within 45 days from the date of receipt of such request that invests in a commercial complex. from the Unitholders The amendment has been effective on 13 December 2018
Future Park Leasehold Property Fund : FUTUREPF 11 2.4 Details of Investment 2.4.1 Details of Investment as of December 31, 2018
Fair value/Market value Assets % of NAV (Baht) 1. Cash on hand and at banks 50,260,685 0.74 2. Investment in securities Fixed Deposit 30,000,000 0.44 BOT Bonds 229,223,062 3.36 Total 259,223,062 3.80 3. Investment in properties Leasehold on buildings 6,873,000,000 100.87 Total 6,873,000,000 100.87 4. Other assets Rental receivables, net 48,778,804 0.72 Other accounts receivable 921,433 0.01 Other assets 7,375,210 0.11 Total 57,075,447 0.84 Total assets 7,239,559,194 106.25 5. Liabilities Other accounts payable (30,172,635) (0.44) Deposits received from customers (348,088,352) (5.11) Accrued expenses (36,164,441) (0.53) Other liabilities (11,715,564) (0.17) Total liabilities (426,140,992) (6.25) Net assets 6,813,418,202 100.0 No. of units (Units) 529,566,100 Net asset value per unit (Baht) 12.8660
12 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 2.4.2 Details of Property Invested by the common areas including the exterior walls of Fund as of December 31, 2018 the Future Park Rangsit buildings. The income The Fund has invested in the lease generation shall be in the forms of rent, provision rights for parts of the buildings where there of service, giving rights to the use of space or are not subject to long-term leases with up-front other forms for generating income. payments and rights to generate income from the Project Location No. 94 Phaholyothin Road, Tambon Prachathipat, Amphur Thanyaburi, Pathum Thani Province. Characteristics of the A 23 year-old, five-storey (including one underground floor), reinforced concrete Project building with a seven-storey car parking building situated behind and three 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. Project Area and Details Project Area Fund Area Fund Usable Area Fund Area (square meters) (square meters) (square meters) 1. Areas within the commercial center are divided into: - Leasable areas 179,462.04 56,905.74 56,965.00 - Common areas 49,022.00 48,690.21 48,630.95 - Income generating area 9,390.42 8,276.88 9,302.11 - Non-income generating area 39,631.58 40,413.33 39,328.84 - Service areas 53,568.40 - - 2. Indoors parking space 115,325.61 - - (for parking of around 6,500 cars) 3. Outdoor parking space 101,890.99 - - Total area 499,269.04 105,595.95 105,595.95 Total income generating area 188,852.46 65,182.62 66,267.11
Future Park Leasehold Property Fund : FUTUREPF 13 Investment Date Initial 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 Investment in Properties Fee for the right to lease and use of space Baht 6,036,443,000 Expenses for obtaining such rights Baht 42,695,493 Expenses for renovations of the Commercial buildings Baht 416,566,706 Total Baht 6,495,705,199 Latest Appraisal Value 6,873,000,000 Baht (as of December 31, 2018) by Sallmanns (Far East) Limited , for public purpose by income approach. Property Income for 2017 1,017,143,814 Baht Obligation Please find more detail in 2.6 - Details of Fund Loan.
2.4.3 Details of Purchase and Lease of institutions, and other services center. Most Immovable Properties for the period from 1 January tenants have lease term around 1-3 year and pay 2018 to 31 December 2018 rental deposits equal to 4-6 monthly rent. These - None - rental deposits tend to increase as rents are rising every year. The Fund has a policy to manage such 2.4.4 Details of Sale or Leasehold Rights deposits for the benefit of unitholders as well as Transfer of Immovable Properties for the period consider liquidity and stability of the principal, if it from 1 January 2018 to 31 December 2018 is necessary to use such money. Hence, in most - None - cases, the Fund will invest in government debt 2.5 Seeking of Benefits from Immovable securities or short-term deposits with age not more Properties than 1 year. Type of Tenant As of December 31, 2018, the Fund has anchor and retail tenants (exclude common area The Fund takes measures with a view tenants i.e. kiosks, promotion area, ATMs and to acquire benefits from its investment in leasehold vending machines or game/ computers machines) rights in the Future Park Rangsit Building by leasing totaling 496 tenants. Anchor tenant means stores/ the areas thereunder to tenants for business establishments with areas of 800 square meters purposes, including movie houses, fitness centers, and above. At this period, there are 2 anchor and shops in the business of food and beverage, tenants accounting for 13% of total leasable area. fashion, health and beauty products, computers and mobile phones, furniture, educational
14 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 Property Manager Property Management Fee The property manager of the Fund is Fees and expenses of the property Rangsit Plaza Co., Ltd. The company is the manager shall be payable to the property professional manager in shopping complex manager on a monthly basis according to the business and one of real estate developer, of property management agreement between the which Wanglee family hold the biggest share. The Fund and the property manager. The details can company has skills, experiences and reputation be summarized as follows: in domestic business over years. The company Fee for rental collection on behalf of was established on December 23, 1991 and the Fund at the rate not exceeding 3% of total net began operating on March 17, 1995. The rental and service income company managed Future Park Rangsit since its establishment, and throughout 23 years Net rental and service income means continuously developed the shopping complex all income before any expense that the Fund towards tremendous success. This can be seen received in accordance with the lease and lease from the increase in the number of visitors per day. rights including the income from promotion areas In 1996 the average number of customers was and kiosks and any other income or benefit related 57,800 per day. At present (2018), the average to the operations of the Fund less the rent discount number of customers was 177,000 per day, the but not including compensations and advance highest of any shopping complex in Thailand. money such as the prorated property tax. Future Park Rangsit commercial space is also efficiently managed, with 96% of total leaseable area. The company had also been able to maintain the number of lessee, allowing for continuity of business. Currently the company team comprises 313 highly knowledgeable and experienced managers and staff, who are determined to contribute to growth and integrity in the shopping complex business by working in accordance with globally-accepted standards.
Future Park Leasehold Property Fund : FUTUREPF 15 Leasing commission for procuring tenants or renewal of lease agreements in the tenants and management of all tenants of the Fund shopping center is as follows: upon entering into new lease agreements with new
Detail Commission Rate 1. For extension of lease by existing tenants Not more than 0.5 month’s rental 2. For new leases by new tenants - For leases less than 1 year Not more than 0.5 month’s rental - For leases between 1 - 3 years Not more than 1 month’s rental - For leases more than 3 years Not more than 1.5 months’ rental
3. For daily - tenants Not more than 4.00% of the total rental
Incentive fee is calculated at the rate Expense sharing not exceeding 2.35% of net property income. In 2013 Rangsit Plaza Company Limited Net property income means net revenue from launched plan to expand the Future Park Rangsit property deducted by property costs and building project. So the Management Company expenses from procuring benefits from the hold the Unitholders’ Meeting No.1/2008 on August properties. However, such expenses shall not 16, 2013 to inform unitholders of the reasons and include the Fund’s fees and expenses related to necessities for the building expansion project plan the property manager on rental collection fee in 1. (the “ZPELL area”) along to any other issues and property management fee in 4. associated with the Fund. Objectives also Property management fee is included approving the Fund to operate beneath calculated at the rate not exceeding 0.30% of conditions according to the Agreement to Deliver net asset value of the Fund calculated as at the the Area for Expansion of the Building Project and last business day of previous month. Compensate the Revenue. The Management Company summarized the essentials of the Agreement to Deliver the Area for Expansion of the Building Project and Compensate the Revenue in the meeting invitations for unitholders to consider.
16 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 In 2018, the Fund received monthly 2. Events and activities that benefit the revenue compensations from Rangsit Plaza tenants of either building. If an event or activity is Company Limited at a net amount of Baht 27.54 classified in this nature, the party that gains benefits million. This figure is to compensate missing shall solely take responsibilities in occurred income from the building expansion project (the expenses. The party will also solely hold rights to “ZPELL area”). As shopping centre business, the occurred income (if any) from the mentioned property manager must plan a variety of marketing marketing event and activity. In the year 2018, 1 events and activities regularly throughout the year event in this nature was held. The events’ budget to attract several target groups of customers to totaled Baht 1.0 million. These events and activities constantly visit the shopping centre. The types of were aimed towards targeted customer groups these marketing events are adjusted to conform and promoted sales solely for tenants of the Fund to popular trends of the society or adapted to meet within the Future Park building. the constantly changing customer’s demands of The Fund Manager will coordinate with the era. In 2018, the Fund and Rangsit Plaza the Rangsit Plaza Company Limited to consider Company Limited coordinated to consider a total and compose the Annual Operation Plan which amount of 25 marketing events with a budget of will cover marketing event plans in various Baht 45.41 million in total. The marketing events occasions, targeted customer groups, tenants’ may be classified into 2 types as follows, business types along to other related issues by 1. Events and activities that mutually the benefits of the Fund. benefit tenants of the Fund within the Future Park Information for the Guarantor of Reve- Building and the extension area tenants within the nue for the Fund Zpell building area. If an event or activity is classified in this nature, both the Fund and - None - Rangsit Plaza Company Limited will share the responsibilities of any occurred marketing expenses. Both parties will also share the rights to receive any occurred income (if any) from the marketing event and activity, divided by the income generating area - ratio used to gain benefits to both parties. In the year 2018, 24 events in this nature were held. The events’ budget (after expense sharing) totaled Baht 44.41 million. The activity was held to encourage customer’s spending, create a festive atmosphere in seasonal occasions, as well as promote sales for stores within the project and those who show interest in opening a shop within the project.
Future Park Leasehold Property Fund : FUTUREPF 17 2.6 Details of Fund Loan for the period from January 1, 2018 to December 31, 2018
Lending Objective To extend existing leasehold rights and to invest in additional leasehold right Lender Bangkok Bank Public Company Limited Repayment Term 10 years Interest Payment Monthly Interest Rate Since the drawdown date to the day before the due date of the first year since the drawdown date at 4.75% The due date of the first year since the drawdown date to the day before the due date of the second year since the drawdown date at 4.875% The due date of the second year since the drawdown date to the day before the due date of the fourth year since the drawdown date at MLR-1.75% The due date of the fourth year since the drawdown date to the day before the due date of the sixth year since the drawdown date at MLR-1.50% The due date of the sixth year since the drawdown date to the day before the due date of the eighth year since the drawdown date at MLR-1.25% The due date of the eighth year since the drawdown date to the day before the due date of the tenth year since the drawdown date at MLR-1.00% Amount of Loan Baht 600 million (as of the date of the loan agreement) Amount of Outstanding Balance - (as of December 31, 2018) Loan Proportion as % of Net Asset - Value (as of December 31, 2018) Collateral Fixed Deposits of Baht 30 million
Notes : The Fund withdrew 600 million baht of loan on December 24, 2012.
18 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 3. Retail Market Overview to adjust themselves to be one of the retail 3.1 Retail Market Overview business partners by offering payment service channels, cashless payment via QR Code, and In 2018, the growth rate of Thailand retail other related services. market had consecutively grown up very well at 4.5%, or 336,000 square meters. Especially For Thailand’s retail business, some players shopping mall seems to be the most popular have been trying to represent new experiences to segment which had 6% growth rate, resulting from the customers by co-partnering with foreign the grand opening of IKEA @ Central Westgate, businesses from Japan and Korea. At the same time, The Market Bangkok (retail center project), many ones choose to expand their businesses Gateway Bangsue, and widely promoted project into e-commerce market by joining with the foreign like Icon Siam. e-Market Place that becomes another important tool for providing more purchasing channels for Therefore, there is a forecast of the growth the customers. trend of the retail business this year that it should approximately be increased by 2.4%, or 185,000 However, even though the customer behavior sqm. and 3.2-3.5% in terms of required space and & lifestyle seem to change to be more online business value respectively. Moreover, the economic shopping, but retail space and shopping venue report recently indicated that the shopping mall are still fabulous places for meeting and social segment has potential to grow up to 24% in the activities of most people. We could see that many year 2019, especially in Bangkok perimeters that shopping malls have continuously been trying to there are many megaprojects waiting for grand bring people into their commercial areas by openings this year like Central Village with Simon developing and providing new experiences for Outlet by Siam Piwat Group, etc. over the whole year. In other words, at the present time, the shopping In conclusion, the retail market trend mall segment already has 67% of total market (including shopping malls as well), may need to share followed by superstore and department store adjust themselves to be lifestyle mall model, as segment which has 17.7% and 15.1% market share well as using Big Data implementation to come up respectively. Meanwhile, in the competitive aspect, with the fast-changes on ‘Smart Consumer’ trend, 51% of total retail business are now located in and of course, it is more complicate than former Bangkok perimeters, while 29% are in suburb, and times. This is the reason why retail business needs another 20% are in midtown. new data and updated applications to understand all consumer aspects which will finally bring us Besides, the online market is becoming insight and see what they really need very well. another main player who has come to serve this dynamic, for example, B2C-Commerce which had Source - Bangkok Retail, Q2 CBRE (Thailand) Co., Ltd. 5.8% of retail market share in 2018 and is - NESDB, EDTA: Forecasted by Kasikorn Research Center forecasted to raise up to 6.7% next year (2019). - Economic Intelligent center, Siam Commercial Bank According to the above reason, the higher competitiveness in retail market has potential to expand to other Non-retail businesses also, such as bank and financial institutes which may need
Future Park Leasehold Property Fund : FUTUREPF 19 3.2 Marketing Policy and Competitions from Other Entrepreneurs Marketing Policy
Marketing Objective 1. To build brand awareness of the shopping complex to be well known in the retail business. 2. To generate traffic of the target customer. 3. To make a continuous promotion for B2B that would consequently bring to their higher sales volume. Operations 1. Organizing marketing activities and signature events to attract more customers with new experiences. 2. Implementing big campaigns and sales promotions, including sectional campaigns for food, fashion, and digital merchandisers. 3. Focusing on online communication strategy which should be able to represent the nice image of the shopping complex, as well as building the customer engagement at the same time. 4. Transforming a visitor group to be a member group to increase constant purchase. 5. Creating activities for each customer’s lifestyle (Tween, Young Pro, and Senior) to strengthen their loyalty.
Competitions from Other Entrepreneurs planned to develop ‘The M’ project on Paholyothin Within a 15 kilometers radius around road (on the land formerly occupied by Thai Future Park Rangsit nowadays, there are still Melon Polyester Co. which opposite the Royal Thai neither direct competitors, nor any other shopping Mint) and has tried to negotiate with Department centers with the same service scope and size. of City Planning to change the utilized zoning Major retailers in this area are mostly superstores format from last years but still has no further such as Tesco Lotus, Big C, or specific stores and information. shopping mall like Zeer Rangsit and Bo Bae With our project's advantageous Tower Rangsit which focuses on IT products or location, long established reputation, and the fashion for wholesale, including community mall property manager's sound experience, the like Major Cineplex and Pure Place Rangsit etc. Management Company is confident that the Nevertheless, the economic report Fund is capable of generating good and stable recently indicated that there are likely some new operating performance for unitholders despite major players who have high potential to develop additional competition in the future. large retail projects in this area. One is Central Pattana (Public Company Limited) who has
20 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 3.3 Operation Area and Occupancy Rate
2 FUTUREPF Portfolio Leasable Area 1 Occupancy Rate (%) (Sq.m.) FY 2018 FY 2017 Anchor & Retail Shop 56,965 96 97
Notes : 1. Leasable Area as of 31 Dec 2018. 2. Average Occupancy Rate for 2017 and 2018. Traffic Performance 190 177 180 175 174 170 164 YOY 159 -1.7% 160 155 153 149 150 144 146 137 140 130 122 123
จ�ำนวนคนเฉลี่ยต่อวัน 120 110 100 90 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 In 2018, the number of customer visiting Future Park was at an average of 177,000 customers per day, increasing 1.7% YoY. Renewals and New Leases
1 FUTUREPF Renewals and New Leases Increase in Rental Rates Portfolio No. of Leases Area (sq.m.) % of Total 2 (%) FY 2018 312 21,762.56 38.20 3.65
Notes : 1. Retail & Anchor agreements (exclude common area agreements)
Future Park Leasehold Property Fund : FUTUREPF 21 Lease Profile Type of Rental 10% 90%
Fixed Revenue Sharing Rental Lease Term 8% 16%
76%
Not more than 1Y Over 1Y but not more than 3Y Over 3Y Notes : 1. Retail & Anchor agreements (exclude common area agreements) 2. Percentage of total rental space as of 31 Dec. 2018 Lease Expiry Profile 60% 50% 43% 40% 37% 30% 20% 20% 10% 0% 2019 2020 2021 onwards Notes : 1. Retail & Anchor agreements (exclude common area agreements) 2. Percentage of total rental space as of 31 Dec. 2018
22 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 4. The Risk Associated with Investing disputes or denies such rights (in part or in full) in the Fund which may lead to legal disputes or legal actions against the Fund and the Fund has not arranged Various important risks can be briefly summarized for insurance to cover against cancellation of as follows: (Investors should carefully study all risk lease agreement from such person, the Fund’s factors in the prospectus of the Fund.) operations and financial status may be affected. (1) Risk from Land Lease Agreement being (2) Investment Value in Immovable terminated prior to the expiry date Property Leasehold Rights Declining The Fund has legally registered the lease right Proportionate to Remaining Lease Period of the Future Park Rangsit Building under the The Fund’s Net Asset Value having regard to Lease Agreement with total area of 52,573.09 its investment in the immovable property leasehold square meters and rights to use parts of the rights may decline proportionate to the remaining common areas of the Future Park Rangsit Building lease period or due to the appraisal of the value to generate income from outside persons as of the leasehold rights, a change in the rental rates per the Granting Rights for Area Use and Benefit and/or the rental rates specific to the Future Park Seeking Agreement of the Future Park Rangsit Rangsit buildings, or any other factor beyond the Building totaling 7,582.79 square meters. Therefore, Fund’s control. Such change in the value of the the owner of the land must grant the lease rights leasehold rights may materially affect the Fund’s to the Fund in accordance with the term of the Net Asset Value and the value of the Investment leased registered. However, if the Land Lease Units. Agreement between Rangsit Plaza Co., Ltd. and the owner of the land is terminated prior to (3) Property Manager’s conflicts of interest the expiry date of the lease, the ownership of The fact that Rangsit Plaza Co., Ltd. is (a) the the buildings and structures on the land will be owner of the properties leased by the Fund or transferred to the owner of the land and Rangsit which the Fund is entitled to utilize, (b) a major Plaza Co., Ltd. will lose all rights to the land. In this unitholder of the Fund, and (c) the Property case the law states that the owner of the land who Manager whose main duty is to oversee the Fund’s receives the transfer of rights to the assets on land interest regarding the management of the Future shall also receive the transfer of rights and duty of Park Rangsit Project, is a factor leading to a the transferor to the tenants, Therefore, even conflict of interest between the Fund and Rangsit though the lease on the land has ended prior the Plaza Co., Ltd. Therefore, the Fund has arranged term of the lease of the Fund which results in the for the taking of measures to prevent the conflict ownership of the building being transferred to the of interests from arising as between Rangsit Plaza owner of the land, such lease shall not be Co., Ltd. and the Fund. Where there exists a cancelled. The owner of the land shall be legally conflict of interests, Rangsit Plaza Co., Ltd. responsible to honor the Fund’s lease agreements may take an action only upon approval of the and rights to use and seek benefits from such Management Company or of the unitholders. properties for the full terms specified in the agreements. However, if the owner of the land
Future Park Leasehold Property Fund : FUTUREPF 23 (4) Loss of Anchor Tenants of the Future Park operation, performance and financial condition Rangsit Project could be materially affected. However, the lease The Anchor Tenants who are attracting the agreements of the Anchor Tenants have the nature consumers include the Robinson Department of a long-term lease agreement whereby a Store, the Central Department Store, and the Big consideration is payable for leasehold rights. C Supercenter with long-term lease agreements with Rangsit Plaza Co., Ltd. and combined leased 5. Legal disputes areas of 52.65% of the total leasable areas of the - None - Future Park Rangsit Project. If the Anchor Tenants should terminate their lease agreements prior to 6. Other Important Information their expiries or should decide not to renew them upon expiry and if Rangsit Plaza Co., Ltd. as - None - owner of the Future Park Rangsit Project Building were unable to procure new operators, the Fund’s
24 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 PART 3
Management and Good Governance
Future Park Leasehold Property Fund : FUTUREPF 25 Part 3 : Management and Good Governance
7. Details of Invesment Units 7.1 Invesment Units 7.1.1 Details of Invesment Units Amount of Fund Capital THB 6,233,161,000 (Six billion, two hundred and thirty-three million, one hundred and sixty-one thousand baht.) Capital for the Initial Offering THB 4,733,161,000 (Four billion, seven hundred and thirty-three million, one hundred and sixty-one thousand baht.) Capital for the 1st Capital Increase THB 1,500,000,000* (One billion, five hundred million baht.) (*900 million baht for offering to the existing unitholders and 600 million baht for borrowings) Par Value THB 10.0000 Number of Investment Units 529,566,100 units (Five hundred and twenty-nine million, five hundred and sixty-six thousand, one hundred units.) Investment Units 473,316,100 units (Four hundred and seventy-three from the Initial Offering million, three hundred and sixteen thousand, one hundred units.) Investment Units 56,250,000.00 units from the 1st capital increase (Fifty-six million, two hundred and fifty thousand units.) Type of Investment Units Name registered Offering Price Per Unit Initial Offering Price THB 10.0000 per unit The 1st capital increase Offering Price THB 16.0000 per unit Net Asset Value (as at 31 December 2018) THB 12.8660 per unit
26 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 7.1.2 Price Summary For the year 2018 Local Board Foreign Board Closing price as of December 27, 2018 22.60 baht Maximum price 23.00 baht Minimum price 20.50 baht Market Capitalization as of 11,968.20 million baht No trading on Foreign Board December 27, 2018 Total Trading Volume 1,006.72 million baht Average trading volume per day 4.14 million baht NAV per Unit - As of December 31, 2017 12.8698 baht - As of December 31, 2018 12.8660 baht
7.1.3 Details of the Types of Units, for Cases Where the Fund Consists of Several Classes of Units - None - 7.1.4 Details of Capital Reduction - None - 7.1.5 Details of the Issuance of Debt Securities of the Fund - None -
Future Park Leasehold Property Fund : FUTUREPF 27 7.2 Unitholder Information 7.2.1 Top 10 Major Unit holders As of December 28, 2018 No. Unitholders No. of Units % of Total Units Sold 1 Rangsit Plaza Company Limited 176,516,481 33.33 2 Thai Tapioca Development Institute 31,087,128 5.87 3 Bangkok Bank Public Company Limited 27,970,000 5.28 4 Thongpoon Wanglee Foundation 17,863,700 3.37 5 Social Security Office 10,184,400 1.92 6 LH Financial Group Public Company Limited 9,071,200 1.71 7 Muang Thai Life Assurance Public Company 8,868,485 1.67 Limited 8 Tananondzee Co.,Ltd.Co.,Ltd. 8,750,068 1.65 9 LH PROPERTY PLUS I FUND (LHPROP-I) 8,469,800 1.59 10 The Navakij Insurance Public Company Limited 7,041,300 1.33 7.2.2 Major Unitholder (holding more than 10% including the same person or group of person) No. Unitholders No. of Units % of Total Units Sold 1 Rangsit Plaza Company Limited 176,516,481 33.33
7.2.3 Major Unitholders Who May Influence the Management Policy or Operating Policy of the Management Company - None –
28 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 7.3 Fund Returns Provided that dividend payment under (1) shall not increase the Fund’s accumulated loss 7.3.1 Dividend Payment Policy for the accounting period when dividend is paid. The pays dividend to unitholders at Dividend payment under (1) and (2) least twice a year. by the Management Company shall be completed (1) If the Fund reports a net profit in within 90 days of the end of the accounting period any accounting period, the Management when dividend is paid. In the event that the Company shall pay dividend to unitholders at the Management Company is unable to make payment rate of no less than 90 percent of the net profit not by the time specified above, the Management including unrealized profit from appraisal or Company shall inform unitholders and the Office reviewed appraisal of real estate or leasehold of the SEC in writing. rights to real estate for the said accounting period. In consideration of dividend payment, (2) If the Fund reports retained if the dividend per investment unit to be paid during earnings in any accounting period, the a fiscal year period is lower than or equal to Baht Management Company may also pay to unitholders 0.10, the Management Company reserves the right dividend from the said retained earnings. not to pay such dividend for that period whereby such dividend shall be carried forward for payment at the end of the fiscal year period. 7.3.2 Historical Dividend Payment
Dividend Dividend Yield (Annualized) Book Payment No. Performance Period Rate Compared with Closing Date Date (Baht/Unit) Par Value1 Market Value2 1 23 Nov 06 - 31 Dec 06 0.103 28 Feb 07 12 Mar 07 9.64%3 9.79% 2 01 Jan 07 - 31 Mar 07 0.240 30 May 07 12 Jun 07 3 01 Apr 07 - 30 Jun 07 0.248 31 Aug 07 12 Sep 07 9.69% 10.77% 4 01 Jul 07 - 30 Sep 07 0.240 30 Nov 07 12 Dec 07 5 01 Oct 07- 31 Dec 07 0.241 29 Feb 08 17 Mar 08 6 01 Jan 08 - 31 Mar 08 0.243 30 May 08 16 Jun 08 7 01 Apr 08 - 30 Jun 08 0.258 29 Aug 08 15 Sep 08 10.21% 10.47% 8 01 Jul 08 - 30 Sep 08 0.280 28 Nov 08 12 Dec 08 9 01 Oct 08 - 31 Dec 08 0.240 27 Feb 09 12 Mar 09 10 01 Jan 09 - 31 Mar 09 0.251 29 May 09 12 Jun 09 11 01 Apr 09 - 30 Jun 09 0.250 31 Aug 09 14 Sep 09 10.21% 11.34% 12 01 Jul 09 - 30 Sep 09 0.260 30 Nov 09 14 Dec 09 13 01 Oct 09 - 31 Dec 09 0.260 26 Feb 10 12 Mar 10
Future Park Leasehold Property Fund : FUTUREPF 29 Dividend Dividend Yield (Annualized) Book Payment No. Performance Period Rate Compared with Closing Date Date (Baht/Unit) Par Value1 Market Value2 14 01 Jan 10 - 31 Mar 10 0.271 31 May 10 14 Jun 10 15 01 Apr 10 - 30 Jun 10 0.272 31 Aug 10 13 Sep 10 11.15% 11.49% 16 01 Jul 10 - 30 Sep 10 0.292 30 Nov 10 13 Dec 10 17 01 Oct 10 - 31 Dec 10 0.280 28 Feb 11 14 Mar 11 18 01 Jan 11 - 31 Mar 11 0.296 31 May 11 13 Jun 11 19 01 Apr 11 - 30 Jun 11 0.300 31 Aug 11 12 Sep 11 10.36%4 8.29% 20 01 Jul 11 - 30 Sep 11 0.280 30 Nov 11 13 Dec 11 21 01 Oct 11 - 31 Dec 11 0.160 29 Feb 12 14 Mar 12
22 01 Jan 12 - 31 Mar 12 0.391 31 May 12 15 Jun 12 23 01 Apr 12 - 30 Jun 12 0.312 31 Aug 12 14 Sep 12 13.07%4 9.51% 24 01 Jul 12 - 30 Nov 12 0.510 30 Nov 12 11 Dec 12 25 01 Dec 12 - 31 Dec 12 0.100 28 Feb 13 15 Mar 13
26 01 Jan 13 - 31 Mar 13 0.290 31 May 13 14 Jun 13 27 01 Apr 13 - 30 Jun 13 0.301 30 Aug 13 13 Sep 13 11.12% 6.68% 28 01 Jul 13 - 30 Sep 13 0.303 29 Nov 13 13 Dec 13 29 01 Oct 13 - 31 Dec 13 0.289 28 Feb 14 14 Mar 14
30 01 Jan 14 - 31 Mar 14 0.306 30 May 14 13 Jun 14 31 01 Apr 14 - 30 Jun 14 0.306 29 Aug 14 12 Sep 14 11.73% 7.90% 32 01 Jul 14 - 30 Sep 14 0.326 28 Nov 14 12 Dec 14 33 01 Oct 14 - 31 Dec 14 0.310 27 Feb 15 13 Mar 15 34 01 Jan 15 - 31 Mar 15 0.316 29 May 15 12 Jun 15 35 01 Apr 15 – 30 Jun 15 0.308 28 Aug 15 11 Sep 15 11.73% 7.34% 36 01 Jul 15 – 30 Sep 15 0.302 27 Nov 15 14 Dec 15 37 01 Oct 15 - 31 Dec 15 0.322 29 Feb 16 14 Mar 16
30 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 Dividend Dividend Yield (Annualized) Book Payment No. Performance Period Rate Compared with Closing Date Date (Baht/Unit) Par Value1 Market Value2 38 01 Jan 16 - 31 Mar 16 0.322 27 May 16 10 Jun 16 39 01 Apr 16 – 30 Jun 16 0.316 29 Aug 16 12 Sep 16 12.50% 6.65% 40 01 Jul 16 – 30 Sep 16 0.341 28 Nov 16 13 Dec 16 41 01 Oct 16 - 31 Dec 16 0.351 28 Feb 17 14 Mar 17 42 01 Jan 17 - 31 Mar 17 0.358 29 May 17 12 Jun 17 43 01 Apr 17 – 30 Jun 17 0.355 29 Aug 17 12 Sep 17 13.18% 6.07% 44 01 Jul 17 – 30 Sep 17 0.352 28 Nov 17 12 Dec 17 45 01 Oct 17 - 31 Dec 17 0.337 28 Feb 18 14 Mar 18 46 01 Jan 18 - 31 Mar 18 0.347 28 May 18 11 Jun 18 47 01 Apr 18 – 30 Jun 18 0.347 28 Aug 18 11 Sep 18 13.18% 6.52% 48 01 Jul 18 – 30 Sep 18 0.351 28 Nov 18 13 Dec 18 49 01 Oct 18 - 31 Dec 18 0.357 4 Mar 19 18 Mar 19 Total 14.3910
หมายเหตุ: 1 Unit price used to calculate the dividend yield for the period from 24 November 2006 to 30 November 2012 is 10.00 baht per unit and from 1 December 2012 until the present is 10.64 baht per unit (number of investment units at the initial public offering are 473,316,100 units at a price of 10.00 Baht per unit and the capital increase in late 2012, with additional units of 56,250,000 units at a price of 16.00 Baht per unit, representing an average unit price of 10.64 Baht per unit). 2 Use the close price on the last trading day of the previous year (except for year 2006 use the close price as of December 7, 2006 which is the first trading date. 3 Use actual days. 4 There was major flood during the fourth quarter of 2011 which made the shopping center close temporarily from October 19 until November 17, 2011. The Fund did not collect any rents from the affected tenants. The flood had ended on December 5, 2011 and the Fund had been paid compensation for such damage from the insurance company during Q1 2012.
Future Park Leasehold Property Fund : FUTUREPF 31 8. Management Structure 8.1 Management Company 8.1.1 Name, Address, Corporate ID, Telephone, Fax Number and Website Name BBL Asset Management Company Limited Address 175 Sathorn City Tower, 7th, 21st and 26th Floor, South Sathorn Road, Thung Mahamek Sub-district, Sathorn District, Bangkok 10120, Thailand. Corporate ID 0105535049700 Telephone no. 0-2674-6488 Fax no. 0-2679-5996 Website www.bblam.co.th 8.1.2 Organization Chart, Shareholders, Board of Director, Management and Fund Manager Organization Chart
Board of Director
Risk Management Internal Audit Committee Committee Executive Board Voravan Tarapoom (Chairman)
Chief Executive Officer Compliance Risk Internal Audit & Legal Peerapong Jirasevijinda (CEO) Management
Real Estate CEO Office Business Product Fund Operation & Infrastructure HR Strategy Distribution Management Management &System Investment & Service Support
32 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 Shareholding Structure Shareholder % of holding Bangkok Bank Public Company Limited 75.0 Bangkok Life Assurance Public Company Limited 10.0 Asia Financial Holdings Limited 10.0 Bangkok Insurance Public Company Limited 5.0
Board of Committee Board of Directors Name Position 1. Mr. Stephen Tan Director 2. Mr. Narin Opamurathawong Director 3. Ms. Suyanee Puripanyawanich Director 4. Mr. Paisarn Lertkowit Director 5. Ms. Piyamart Kumsaikaew Director 6. Mrs. Voravan Tarapoom Chairman of Executive Board 7. Mr. Peerapong Jirasevijinda Chief Executive Officer 8. Mr. Wasin Wattanaworakijkul Director 9. Mr. Chone Sophonpanich Director
Executive Board Name Position 1. Mrs. Voravan Tarapoom Chairman of Executive Board 2. Mr. Narin Opamuratawongse Director 3. Ms. Suyanee Puripanyawanich Director 4. Mr. Paisarn Lertkowit Director 5. Mr. Peerapong Jirasevijinda Chief Executive Officer 6. Mr. Wasin Wattanaworakijkul Director
Future Park Leasehold Property Fund : FUTUREPF 33 Management Name Position 1. Mrs. Voravan Tarapoom Chairman of Executive Board 2. Mr. Peerapong Jirasevijinda Chief Executive Officer 3. Mr. Wasin Wattanaworakijkul Managing Director, Head of Business Distribution 4. Mr. Winai Hirunpinyopard Managing Director, Head of Operation & System 5. Ms. Wipharat Setkit Deputy Managing Director, Head of Product Management 6. Mr. Sutee Khantaruangsaku Deputy Managing Director, Head of Compliance & Legal 7. Mrs. Ubolrat Busyakanistha Deputy Managing Director, Head of HR Strategy & Service Support 8. Mr. Pornchalit Ploykrachang Deputy Managing Director, Head of Real Estate & Infrastructure Investment 9. Dr. Adisorn Rotjanapan Assistant Managing Director, Head of Risk Management 10. Ms. Sirima Prapapanich Assistant Managing Director, Head of Internal Audit
Fund Managers Name Educational Backgrounds Work experiences related to Fund management. 1. Ms. Warisara - Master Business 2008-Present Senior Vice President, Techakulwirote Administration, Thammasat Real Estate and Infrastructure Investment, University BBL Asset Management Co., Ltd. - Bachelor Business 2004-2008 Assistant Vice President, Administration, Property Fund Department, Chulalongkorn University Krungthai Asset Management PCL. - CISA Level 1 2. Mr. Julajak Opanuruks - Master of Engineering 2016-Present Assistant Manager, (Water Resources Engineering), Real Estate & Infrastructure Investment Chulalongkorn University BBL Asset Management Co., Ltd - Bachelor of Engineering 2014-2016 Assistant Manager, (Civil Engineering), Property&Infrastructure Fund Department Chulalongkorn University MFC Asset Management PCL. - Associate Civil Engineer - CISA Level 1
34 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 8.1.3 Duties and Responsibilities of the information and shall send the information through Management Company and Fund Manager the abovementioned system. In managing the Fund, the Management (b) In offering the Investment Company and the Fund Manager have the Units, the Management Company shall sufficiently duties and responsibilities for the operation and distribute the significant information on the management of funds in accordance with the law Investment Units and the Fund to the investors. on securities as well as the following duties and For the information on the details of the Fund responsibilities: Scheme, the Management Company shall have (1) Fund Management available for the investors to study or for when they request for them, such information shall be kept (1.1) Manage the Fund to be in up-to-date. accordance with the Fund Scheme approved by the Office of the SEC and the obligations between (c) When the IPO period the Management Company and the Unitholders has ended, the Management Company shall have as well as strictly conduct its duties in accordance available the prospectus in the part of the Fund with the provisions in Section 125 and other Scheme at the every office of the Management related provisions of the Securities and Exchange Company for the public to study and when Act B.E. 2535. requested, have copies of the prospectus available for the Unitholders to obtain. In the event that the (1.2) Prepare the obligation Investment Units of the Fund are listed on the Stock agreements between the Management Company Exchange of Thailand (SET), if there is an amendment and the Unitholders, the Trustee Appointment to the Fund Scheme, the Management Company Contract and the prospectus with similar significant shall notify the SET within 10 business days from information as the draft obligation agreement, draft the date following the date it was approved by the contract and draft prospectus that have been Office of the SEC or the date of the resolution to approved by the Office of the SEC. amend the Fund Scheme, as the case may be. (1.3) Deliver, distribute and pre- This shall remain in effect until the dissolution of pare an updated prospectus and details of the the Fund. Fund Scheme as per the following criteria and (d) Prepare a subscription methods: application which shall contain a warning with (a) Prior to the Initial Public the wordings “Investment Units are not deposits Offering (IPO) of the Investment Units, the and there is a risk that the Unitholders may Management Company shall submit a prospectus receive money more than or less than their initial to the Office of the SEC no less than 1 business investments. Moreover, a property fund is a type day before the delivery or distribution of the of mutual fund that focuses on investing in properties prospectus to the public and send such document which is a long-term investment, investors should through the Mutual Fund Report and Prospectus consider the risks and returns of investing in such (MRAP) system of the Office of the SEC. Should Investment Units.” there be any amendment to such information, the Management Company shall promptly update the
Future Park Leasehold Property Fund : FUTUREPF 35 (1.4) In the event that the (1.10) Arrange for the Fund’s Management Company intend to establish an insurance in accordance with the conditions and investment unit distribution company in order to sell criteria of the Office of the SEC. the Investment Units of the Fund, such company (1.11) Arrange for an inspection shall not be related to the owner, landlord, rights of properties in accordance with the conditions transferor and grantor of the rights to the immovable and criteria of the Office of the SEC. assets (properties) that the Fund will be investing in the manner that both parties are the same group (1.12) Submit various documents of persons. and information related to and necessary for the (1.5) Use the Fund’s money to appraisal or review of the appraisal according to invest in properties or other assets including seeking the request of the appraisal company including to other returns from the purchase, lease, sale, transfer facilitate the following persons: of rights to lease, sale, transfer order and changes (1) The appraisal company from the renovations/improvements of properties or assigned persons of the appraisal company to or other assets in accordance with the policies, inspect the properties that the Fund invested in order objectives, criteria, conditions and methods specified to appraise the values of the properties. in the Fund Scheme which shall also be in accordance (2) The Trustee or assigned with the conditions and criteria specified in the persons of the Trustee to inspect the properties notifications of the SEC and the Office of the SEC. that the Fund invested as per the Trustee (1.6) In the event that a fact Appointment Contract. becomes known to the Management Company that any person or the same group of persons holds (1.13) Hold a Unitholders’ meeting the investment units of any fund more than one/ in the event the Unitholders together holding no third of the total investment units sold, or in any less than 10% of the total Investment Units sold, other amount specified by the notification of the request for a Unitholders’ meeting. Office of the SEC, the Management Company (1.14) Amend or make additions shall proceed in accordance with the required to the Fund Scheme or the fund management procedures of the Office of the SEC. method as per the requirements, conditions and (1.7) Proceed to increase or criteria specified in the Fund Scheme. reduce the capital of the Fund in accordance with (1.15) Conduct any juristic act the criteria and methods specified in the Fund in the name of the Fund which the Management Scheme and/or proceed in accordance with the notifications of the SEC or the Office of the SEC. Company has the legal rights/power to conduct. (1.8) Allocate the profits of the (1.16) Conduct other duties in Fund, to be paid as dividends to the Unitholders, order to reach the objective of the Fund and in accordance with the criteria and methods protect the interest of the Unitholders under specified in the Fund Scheme and in accordance the given duties and responsibilities of the with the requirements of the Office of the SEC. Management Company. However, such conducts shall not be in violation of the securities act and/ (1.9) Arrange for an appraisal of or other related laws. assets in accordance with the conditions and criteria of the Office of the SEC.
36 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 (1.17) Proceed to dissolve the (3.5) Appoint a Registrar of the Fund as specified in the Fund Scheme. Investment Units as well as switch Registrars (2) Payment and Receipt of Payment and appoint other Registrars who possess of the Fund qualifications required by the Office of the SEC and notify the appointment to the Office of the SEC for Ensure that there are payments acknowledgement. for various fees and receipt of fee payments and expenses and/or any other remuneration as (3.6) Appoint an Appraisal specified in the Fund Scheme. Company, such Appraisal Company shall be on the list approved by the Office of the SEC. (3) Appointment of Related Persons for the Management of the Fund (3.7) Appoint a Property Manager (if any), such Property Manager shall possess (3.1) Set up an Investment qualifications and does not possess prohibited Committee (if any) characteristics as per the notifications of the Office (3.2) Appoint persons, who have of the SEC. been approved by the Office of the SEC, to conduct (3.8) Appoint an Advisor (if any) the following duties: to be the Advisor of the Management Company (3.2.1) Property Fund and/or the Fund. Manager, to make decisions to invest or sell (3.9) Appoint an Auditor of the properties or lease rights of properties. Fund, such Auditor shall possess qualifications (3.2.2) Fund Manager, to and does not possess prohibited characteristics make decisions to invest or sell properties as per as per the notifications of the mOffice of the SEC the prospectus No. 4.2 in order to manage the on criteria for approving auditors as well as liquidity of the Fund. the switching of auditors of mutual funds and The Management Company appointing other auditors with full qualifications as shall announce the list of Property Fund Managers required by the Office of the SEC and notify of the Management Company in a public space of such appointment to the Office of the SEC for the office of the Management Company. acknowledgement. (3.3) Appoint a Liquid Assets (3.10) Appoint a Liquidator to Manager which shall be approved by the Office of gather and distribute properties to the Unitholders the SEC. and conduct other duties necessary to complete the liquidation process upon dissolution of the (3.4) Appoint a Trustee of the Fund. Fund who possesses qualifications as per the notifications of the Office of the SEC on the (3.11) Appoint other persons to qualifications of a property fund trustee as well as conduct various duties related to the Fund switch Trustees and appoint other Trustees as per such as construction supervisor, various the conditions on switching trustees specified in experts, estimators, building inspectors, building the Fund Scheme, such trustees shall be approved maintenance officers, contractors etc. by the Office of the SEC.
Future Park Leasehold Property Fund : FUTUREPF 37 (4) Other Proceedings (4.8) Notify the Unitholders for (4.1) Submit an application to acknowledgement in the event of any incident or register the assets, acquired from the sale of change occurring after the date of calculation of Investment Units of the Fund Scheme, as a fund the assets, the NAV and value of the Investment to the Office of the SEC within 15 business days Units as per No. (4.7) above mentioned which has from the day following the IPO closing date. material effect on the assets of the Fund. (4.2) Submit an application to (4.9) Prepare the financial the Stock Exchange of Thailand (SET) to consider statements of the Fund to be in accordance with listing the Investment Units of the Fund within 60 Thai Financial Reporting Standards and submit days from the date of registration of the Fund. such financial statements to the SET as well as submitting the Certification of Financial Statements (4.3) Obtain a substitute document and the Summary of the Auditor’s Report to on the proof of acceptance of the registration of the Office of the SEC together with the financial the Fund’s assets as a fund from the Office of the statements. SEC in the event that the original document is lost or damaged. Such document shall be obtained by (4.10) to submit to the Unitholders, paying the fees at the rate determined by the Office the Office of the SEC and the SET the Annual of the SEC. Report with information as specified in the Securities Law within 4 months from the last day of the (4.4) Separate the assets of accounting period of the Fund. the Fund from the assets of the Management Company and transfer such assets to be under (4.11) to submit to the Office of the supervision of the Trustee and/or the Thailand the SEC and the SET the Annual Registration Securities Depository Company Limited (TSD). Statement (form 56-REIT1) with information as specified in the related notifications within 3 months (4.5) Ensure that there is a from the last day of the accounting period of the Unitholder Register Book of the Fund as per the Fund. criteria and methods specified by the Office of the SEC and there is maintenance of such Register (4.12) in case income or net Book. profit in the financial statement of any period is different from the financial statement of the same (4.6) Correctly prepare the period of the previous year more than 20%, the Fund’s investment account and prepare the Fund’s Management Company shall disclose to the SET investment report for the Trustee to acknowledge the reason for the change and the financial in accordance with the criteria and methods statement together with the Interim Management specified by the Office of the SEC. Discussion and Analysis showing at least the (4.7) Calculate the values of the causes and factors that make the difference assets, the NAV and value of the Investment Units including the effect of such factors and also in accordance with the notification on criteria, submit to the Office of the SEC together with the conditions and methods for the establishment and financial statement. management of a property fund or other criteria (4.13) in case the Fund has and methods specified by the Office of the SEC. invested in the core asset which is greenfield
38 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 project, the Management Company shall submit (2) Appraisal Company to the Office of the SEC and the SET the progress Appointment Contract (if any) and Advisor Appointment report every 6 months since the investment in the Contract (if any) within 5 business days from the such asset within 30 days from the last date of the date of the contract. 6 month period or within any other period of time (4.18) Gather, monitor, proceed stated by the Securities Law. to instruct persons with various duties as per the (4.14) to submit to the Office of appointment contracts such as the Property Manager, the SEC and the SET without delay a report Advisor and construction supervisor; prepare, together with the reason of any circumstance deliver and produce various reports and/or conduct which may materially affect the rights of the other tasks as specified in the appointment contracts Unitholders or the decision to invest or changes and/or as requested by the Investment Committee to the price of the Investment Units according to and/or the Unitholders and/or authorities. the relevant notifications. (4.19) Submit the factsheet (4.15) Promptly submit a copy related to the investment or sale of properties or of the appraisal report and the report on the review lease rights of the Fund to the Unitholders and the of the appraisal together with copies of the related Office of the SEC within 15 days from the date of documents and submit such documents to the such investment or sale of properties or lease Office of the SEC within 15 days from the date of rights as well as have available such information receipt of the appraisal report. at the public space in every office and head office (4.16) Promptly submit the of the Trustee within 15 days from the date of such following documents to the Trustee when there is investment or sale of properties or lease rights in an investment or sale of properties or lease rights: order for the investors to study. Such factsheet shall contain the required information as specified (1) Documents showing by the Office of the SEC. the lease rights or rights to the possession of properties and contract on the sale, lease, lease rights transfer When the Investment Units of the or grant of lease rights, as the case may be. Fund have been approved as listed securities on the SET, the Management Company shall submit (2) Written contract showing the factsheet as per the above paragraph to the the sale of the properties or the lease rights. SET instead of sending to the Unitholders, within The Management Company shall the following business day from the date of submit a notification letter on the possession of the purchase, lease, sale or transfer of the rights to properties to the Trustee within 5 business days from the properties of the Fund or within other period the day the Fund took possession of the properties. of time specified by the SET. (4.17) Submit the following (4.20) Sell/ distribute/ pay/ copies of contracts to the Trustee: transfer part of or all of the assets of the Fund, as (1) Appraisal Company deemed appropriate. Appointment Contract, within 5 business days from (4.21) Conduct other duties as the date of contract signing or from the date of specified by law as the duties of the Management appointment of the Trustee, in the case of the Company. appointment of the Appraisal Company before the appointment of the Trustee, as the case may be.
Future Park Leasehold Property Fund : FUTUREPF 39 8.1.4 Number of Employees Involving in Fund Management Name Educational Backgrounds Work Experiences Related to Fund Management. 1. Ms. Warisara Techakulwirote - Master of Business 2008-Present Senior Vice President, Administration, Thammasat Real Estate & Infrastructure Investment University BBL Asset Management Co., Ltd. - Bachelor of Business 2004-2008 Assistant Vice President, Administration, Property Fund Department Krungthai Chulalongkorn University Asset Management PCL. - CISA Level 1 2. Mr. Apiched Ritsuwan - Bachelor of Engineering 2008-Present Vice President, (Electrical Engineering), Real Estate & Infrastructure Investment Siam University BBL Asset Management Co., Ltd. - Professional Engineer 2004-2007 Project Engineer, Uea Watanasakul Co., Ltd. (Uchuliang Building) and BaraWindsor Group 2002-2004 Construction Contractor 1996-2002 Project Engineer, P.A.S. Electric Co., Ltd. 3. Mr. Nithiphum - Master of Science Program 2012-Present Senior Manager, Dechasasawat in Real Estate Business, Real Estate & Infrastructure Investment Thammasat University BBL Asset Management Co., Ltd. - Bachelor of Engineering (Mechanical Engineering), Kasetsart University - Associate Mechanical Engineer 4. Ms. Lalitphan Hlongwet - Master of Business 2014-Present Manager, Administration, Real Estate & Infrastructure Investment Ramkhamhaeng University BBL Asset Management Co., Ltd. - Bachelor of Political Science, Ramkhamhaeng University 5. Mr. Julajak Opanuruks - Master of Engineering 2016-Present Assistant Manager, (Water Resources Engineering), Real Estate & Infrastructure Investment Chulalongkorn University BBL Asset Management Co., Ltd. - Bachelor of Engineering 2557-2559 Assistant Manager, Property & (Civil Engineering), Infrastructure Fund Department Chulalongkorn University MFC Asset Management PCL. - Associate Civil Engineer - CISA Level 1
40 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 8.2 Property Manager 8.2.1 Name, Address, Telephone and Fax Number Company Name Rangsit Plaza Co., Ltd. Address 94 Future Park Rangsit 3rd Floor, Phaholyothin Road, Pachathipat Sub-district, Thanyaburi District, Pathum Thani 12130 Telephone no. 0-2958-0011 Fax no. 0-2958-0077 8.2.2 Executive Management Structure, Board of Director and Management Team Executive Management Structure
Board of Director
Chairman
Chief Executive Officer (CEO)
Executive Vice President Senior Vice President (Sales and Marketing) (Finance and Operation)
Vice President Vice Vice President Vice President Vice President Vice President Vice President Vice President - Business President - Marketing - Property - Accounting and - Finance & Legal - Information - Human Resources Development - Sales Management Financial Analysis Technology and Administration
Future Park Leasehold Property Fund : FUTUREPF 41 Board of Director 1. Mr. Suchin Wanglee Chairman 2. Mr. Danaithanit Bisalputra Director 3. Mr. Sukij Wanglee Director 4. Mr. Ronnayuth Sirichotikul Director 5. Ms. Jittinan Wanglee Director 6. Mr. Kaet Wanglee Director 7. Ms. Pimpaka Wanglee Chief Executive Director
Management Team Name Educational Backgrounds Work Experiences 1. Ms. Pimpaka Wanglee - Master of Science, 1999 – Present Chief Executive Director (CEO), Boston University Rangsit Plaza Co., Ltd. - Bachelor of Science, 1995 – 1999 Director and Vice President - Sales, University of Vermont Rangsit Plaza Co., Ltd. 2. Ms. Jittinan Wanglee - Master of Business 2005 – Present Executive Vice President of Administration, Babson College Sales & Marketing (EVP), University Rangsit Plaza Co., Ltd. - Bachelor ofAccountancy, 2004 – 2005 Vice President - Sales, Chulalongkorn University Rangsit Plaza Co., Ltd. 3. Mr. Suchai Wat-aphaiyakul - Master of Development 2012 – Present Senior Vice President of Economics, National Institute of Finance & Operation (SVP), Development Administration Rangsit Plaza Co., Ltd. - Bachelor of Accountancy, 2001 – 2012 Vice President - Accounting University of the Thai Chamber of Finance and Legal, Commerce Rangsit Plaza Co., Ltd. 4. Mr. Rangsan Chomkaew - Bachelor of Business 2017 – Present Vice President – Business Development, Adminstration, Rangsit Plaza Co., Ltd. Ramkhamhaeng University 2004 – 2016 Account Management Director, Leo Burnett (Thailand) Co., Ltd. 1998 – 2004 Senior Account Director, Dentsu (Thailand) Co., Ltd. 1996 – 1998 Account Executive, TBWA (Thailand) Co., Ltd.
42 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 Name Educational Backgrounds Work Experiences 5. Mrs. Rattana - Bachelor of Business 2006 – Present Vice President - Marketing, Anantanupong Administration, Rangsit Plaza Co., Ltd. Ramkhamhaeng University 1990 – 2003 Senior Division Manager, Marketing Division, The Mall Group Co., Ltd 6. Mr. Chairoj Liengkajornkiat - Master of Economics, 2018 – Present Vice President Thammasat University Accounting&Financial Analysis, - Bachelor of Accounting, Rangsit Plaza Co., Ltd. Thammasat University 2015 – 2017 Vice President – Accounting Finance & Legal, Rangsit Plaza Co., Ltd. 2010 – 2015 Accounting and Finance Director, Vejthani PCL. 2008 – 2010 Finance Manager, Toshiba Thailand Co., Ltd 7. Mr. Werachai Srikasiphan - Master of Science, University of 2005 – Present Vice President - IT, the Thai Chamber of Commerce Rangsit Plaza Co., Ltd. - Bachelor of Science, 2003 – 2005 MIS Manager, Ramkhamhaeng University Siam Food Products PCL. 8. Mrs. Thanyathorn - Master of Science 2018 – Present Vice President - Human Yosthamrong National Institute of Development Resources and Administration, Administration (NIDA) Rangsit Plaza Co., Ltd. - Bachelor of Education 2016 – 2018 Consultant, HDRI Co.,Ltd. Chulalongkorn University 1999 – 2016 Deputy Managing Director - Human Resources and Administration Excellent Energy International Co., Ltd 9. Mr. Montri Thitiwiwatkul - Bachelor of Business 2013 – Present Vice President - Sale, Administration, Payap University Rangsit Plaza Co., Ltd. 2009 – 2013 Sales Manager, Rangsit Plaza Co., Ltd.
Future Park Leasehold Property Fund : FUTUREPF 43 8.2.3 Roles and Responsibilities of the (2) Ensure that the Management Property manager Company strictly conducts its duties in 1. Receives compensation from the accordance with the provisions in Section 125 Fund for the duty as the manager of the property and other related provisions of the Securities and as outlined by the property management appointment Exchange Act B.E. 2535 and the provisions in the contract established between the Management approved as well as the obligation agreements Company and the Property manager. made with the Unitholders. If the Management Company fails to comply with such provisions, 2. Maintain and manage the property it shall promptly notify the Management of the Fund to ensure good condition. Company. 3. Generate commercial benefits for In the event that the Management the property of the Fund, such as seeking tenants Company incurs a damage to the Fund or fails to for the project. conduct its duties as per Section 125 and other 4. Any other responsibilities as related provisions of the Securities and Exchange stated in the property management appointment Act B.E. 2535, the Trustee shall prepare a detailed contract or the announcements issued by the report on such matter and submit the report to committees of the Securities and Exchange the Office of the SEC within 15 days from the day Commission or the SEC Office. the Trustee discovers or there is a reasonable 8.3 Fund Supervisor cause that the Trustee should know of the event or incident. 8.3.1 Name, Address and Telephone Number (3) Take legal actions against the Name Krung Thai Bank Management Company to force the Management Public Company Company to conduct its duties or make claims Limited for damage compensation from the Management Address 35 Sukhumvit Road, Company for the benefits of all the Unitholders or Klong Toey Nua when instructed by the Office of the SEC. Subdistrict, Wattana (4) Complete the inspection of the District, Bangkok Fund’s properties according the periods as 10110 follows: Telephone no. 0-2255-2222 (a) Within 30 days from the day Fax no. 0-2255-9391-3 the Management Company notified the Trustee 8.3.2 Duties and Responsibilities of the of the acquisition of the properties. Fund Supervisor (b) Every year, from the date The Trustee has the following main the Trustee last completed the inspections. The duties and responsibilities: expenses incurred from the property inspection shall be charged to the Fund. (1) Receive remuneration as the Trustee at the rate specified in the Appointment (5) Accurately record the conditions Contract signed with the Management Company. of the properties inspected by the Trustee which
44 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 shall be completed within 30 days from the first (13) Conduct other duties as specified day of property inspection. to be the duties of the trustees by the SEC or the (6) Notify the Management Office of the SEC. Company within 5 business days from the date 8.4 Investment Advisory Committee the Trustee discovered that the properties of the - None - Fund have significant flaws. 8.5 Name, Address and Telephone Number (7) Notify the Management of Auditor, Fund Registrar and Property Company to reappraise its assets immediately Appraiser when the Trustee sees that there is a significant incident or there is any change that may materially Auditor affect the values of the properties or rights to the Name Ms. Sinsiri Thangsombat lease of properties. and/or Mr. Paiboon Tunkoon (8) Oversee that the investments or and/or sale of assets or granting of rights to the properties Ms. Nopanuch Apichatsatien of the Fund are in accordance with the and criteria Address PricewaterhouseCoopers specified by the Office of the SEC. ABAS Limited. (9) Prepare an account and certify 179/74-80 Bangkok City th the accuracy of the assets of the Fund kept by Tower 15 Floor, the Trustee as well as prepare an in/out assets South Sathorn Road, record of the Fund. Thungmahamek Sub-district, Sathorn (10) Certify that the calculation of the District, Bangkok 10120 asset values, NAV and value of the Investment Units are accurate and comply with the criteria specified Telephone no. 0-2344-1000 by the Office of the SEC. the Trustee can use the 0-2824-5000 information from the Management Company which Fax no. 0-2286-5050 could be the information from the reports prepared Fund Registrarน and certified by the Management Company or the reports the Management Company received from Name Thailand Securities the Property Manager which the Management Depository Co., Ltd. Company has contracted and such Property Address 93 The Stock Exchange Manager has certified the accuracy, to be used for of Thailand Building, the calculation of the NAV. Rachadapisek Road, (11) Provide opinions related to the Dindaeng, Dindaeng, operations of the Fund in the Fund Report. Bangkok 10400 (12) Have other rights, duties Telephone no. 0-2009-9000 and responsibilities as specified in the Trustee Fax no. 0-2009-9991 Appointment Contract.
Future Park Leasehold Property Fund : FUTUREPF 45 Property Appraiser 9. Corporate Governance Name Sallmanns (Far East) 9.1 Compliance Policy Limited The Management Company has a policy to Address 177/1 Bangkok Union carry out its duties responsibly with care and Insurance Building integrity, to uphold the unitholders' interests. th 11 Floor, Unit 2, The Fund is administered and managed in Surawongse Road, adherence to the Fund scheme, contractual Suriyawongse,Bangrak, obligations between the unitholders and Bangkok 10500 Management Company, unitholders’ resolutions, Telephone no. 0-2634-8500 Fund prospectus, securities laws, and terms and 8.6 Record for Penalties and Fines conditions applied to the Fund or Management Company in existing or future contracts. - None - 9.2 Board Committees - None -
46 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 9.3 Inside Information 2. The portfolio management process upholds the unitholders' best interests. However, The Management Company has a policy to The Management Company has veto rights on any prohibit directors, executives or staff of the matters or decisions made by the Investment company, including connected persons, from Committee (if any) or any resolutions passed by using insider information to acquire benefits from unitholders for issues that involve amending the Fund stock trading. Furthermore, inside information scheme or amending the management process that cannot be disclosed to external parties or results in a violation of laws, notifications, ethics, unauthorized individuals before dissemination to terms of the Fund, or may cause reputational damage the general public through the Stock Exchange of to the Management Company or conflict with the Thailand. Any executives or staff that violates Fund's interests. inside information rules will be subjected to penalties by the Securities and Exchange Act as 9.5 Selection of Property Manager well as face disciplinary action by the company. The Fund has appointed Rangsit Plaza Co., 9.4 Investment Selection and Portfolio Ltd., the former owner of the property, as the property Management Guidelines manager from the very beginning since this is one of the terms agreed in the negotiations to acquire Key Investment Selection Guidelines the leasehold rights to the property (Rangsit Plaza 1. Any new investment must align with Co., Ltd. intended to be employed as the property the investment objectives, investment guidelines manager of this property). The Management and any other conditions stated in the Fund Company has already determined that the scheme. appointment is appropriate and preferable to 2. The feasibility study of the potential selecting a different property manager for the investment must yield satisfactory results and following reasons. benefit unitholders. There should be no major 1. Rangsit Plaza Co., Ltd. was the original controversies discovered from a due diligence or owner and has managed the property since inception; if any problems exist, there must be means to close therefore the company is familiar with the facilities the risk exposure or manage the potential impact and knows the background of tenants well. within acceptable levels. 2. Rangsit Plaza Co., Ltd. is well known and 3. The Fund must have sufficient has been managing the property successfully as Funding or liquidity to invest and the amount shown by a record of good performance with invested must not be too large to adversely impact continued growth. the reserves set aside for future renovation work. 3. Rangsit Plaza Co., Ltd. Is the largest Portfolio Management Guidelines unitholder of this Fund, holding 33.33% of the total 1. The portfolio management process units outstanding. With Rangsit Plaza Co., Ltd. as must adhere to the investment objectives, the property manager for the Fund, unitholders in investment guidelines or any other conditions general should be confident that Rangsit Plaza stated in the Fund scheme. Co., Ltd. will be motivated to perform their duties well.
Future Park Leasehold Property Fund : FUTUREPF 47 4. The Fund acquired leasehold rights only 2. Both parties agree to terminate the to certain portions of the Future Park Rangsit contract. complex, not the entire building complex. There 3. In the case the occupancy rate has remain a number of spaces both inside the building fallen below 60% for a period of 3 consecutive as well as outdoors of the Future Park Rangsit months. The Fund shall propose to the to the complex and the service agreement of all tenants unitholders’ meeting to consider and approve the that are under Rangsit Plaza Co., Ltd.'s supervision. termination of this contract. The resolution of this These spaces and agreements are not covered meeting shall be more than half of all investment by the Fund's property management appointment units sold. The calculation of the occupancy rate contract and the Fund does not earn benefits from shall use the actual leased areas divided by these spaces and such agreements. As such, the the net leasable area of the leased properties, Fund's operations hinges partly on the quality of excluding the common areas and areas that cannot the interaction with Rangsit Plaza Co., Ltd. If the be leased, at one time or another due to repair or Fund were to appoint a different property renovation, by using the data from the monthly manager, work may not flow as smoothly as report for calculation of such occupancy rate. In compared to having Rangsit Plaza Co., Ltd. as the the case of a disaster to the leased properties property manager. under the Future Park Rangsit Project Lease In addition, the Fund has established Agreement and such properties have been an incentive-based renumeration structure to repaired and restored to the normal condition, both encourage the property manager to perform whereby parties agree not to use the occupancy rate as the renumeration varies according to the performance of criteria for a period of at least 6 months from the operations, such as parameters covering revenue, date of completion such repair or renovation. net profit, etc. (see Section 2.5 on Renumeration 4. In the case the Fund has dissolved the to the property manager). The Management Fund as specified under “Dissolution of the Fund Company considers such a renumeration structure Management Project” in the Future Park Leasehold to be appropriate and in-line with industry practice. Property Fund Prospectus. If the Fund terminates the contract with the 5. In the case that the Securities and property manager in the future, the above factors Exchange Commission has instructed the will be used to assess and select a new property Management Company to dissolve the Fund and manager. The counterparty may terminate the the Fund has notified the property manager of the contract, in writing, if any of the following events dissolution instruction, in writing. occur. 6. In the case, one of the parties has 1. The Fund has the right to terminate the violated or has not conduct its duties in contract in the case that the property manager is accordance to the provisions of the contract, ordered by court to be bankrupt, under absolute project or any law or has failed to conduct such receivership or under liquidation process or closing duties fully. The party at fault agrees to take of operations or the property manager has submitted corrective actions to amend the matter within 90 for rehabilitation to the court or related authorities days from the date of notification from the other which may affect the ability to pay debt or comply party to correct such matter. with the provisions of this contract.
48 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 7. In the case the property manager does 1. Compare actual rental revenues not comply with the provisions of this contract, booked according to lease agreements with figures in the part related to finance or financial position the property manager reported to the Fund. of the Fund with the intention to commit fraud, 2. Question the methods and guidelines the Fund has the right to terminate this contract used by the property manager if revenue immediately. collected differs from terms stated in the lease 8. In the case the property manager contract or if rental revenues were waived for some has not complied with the various duties specified tenants or if any tenants have long overdue rental in this contract, in the part other than the finance payments or deposits (if any). and financial position of the Fund, and the 3. Monitor the assets at a more frequent property manager has not taken corrective actions interval than what is legally required by the to amend the matter within 90 days from the date guidelines of the Securities and Exchange of notification from the other party to correct such Commission (the SEC’s guideline requires an matter. If such incompliance has caused annual assessment) by conducting various significant effect to the Fund, the Fund shall random spot checks. arrange for the unitholders’ meeting to consider and approve the termination of this contract. 4. Monitor revenue collection stream The resolution of this meeting shall be more than coming into the Fund’s accounts each month. half of all investment units sold. Monitoring of Expenses 9.6 Supervision and Monitoring of the The Management Company deploys Property Manager's Performance methods to monitor expenses as summarized Each year, the Management Company below reviews and approves the budget and work plans 1. The expense must already be of the property manager. The property manager specified in the Fund scheme as an approved submits an operating performance report and expense. other relevant reports pertaining to the property to 2. The expense must be in line with the Management Company regularly on a monthly the budget already approved or any additional basis. The Management Company will review these guidelines that have been jointly agreed. reports and assess how actual revenues and costs compare with forecasts. Any significant deviations 3. The expenses are necessary and or any matter of interest will be raised with the appropriated. property manager, including any urgent matters, 4. The expense must be accompanied to jointly find a solution. by supporting documents for payment, such as 9.7 Monitoring of the Fund's Benefits and quotations, invoices, copies, internal memos Interests describing the justification of the expense, comparison of bids, etc. Monitoring of Revenues The Management Company deploys methods to monitor revenue as summarized below
Future Park Leasehold Property Fund : FUTUREPF 49 9.8 Management Fee proceedings have been approved by every Unitholder. The Management Company is entitled to receive a monthly management fee from the Fund 9.10.1 Organizing of the meeting of the at a rate not exceeding 1.00% per annum of the Unitholders. net asset value of the Fund. At present, this fee is The Management Company shall currently charged at 0.135% per annum (exclusive arrange the Unitholders’ meetings as follows: of value added tax). The management fee for this (a) The annual general meeting year ending at December 31, 2018 is 9,626,695.55 within 4 months from the end of the accounting baht (inclusive of value added tax). period to report to the Unitholders at least the 9.9 Disclosure of Data/Information following matters: The Management Company’s policy states (1) milestone of the Fund that important information will be disclosed to management and guideline in the future. the public, such as financial status and Fund (2) the financial position and performance, information that may affect the performance of the Fund in the past accounting unit’s trading value or investment decisions year together with the audited financial statement or unitholders’ interests, as required by at least. notifications of the Stock Exchange and other relevant laws, including annual reports. This (3) appointment of the Fund’s will provide investors and stakeholders with auditor and audit fee. the investment information. Information (b) The extraordinary general will be disclosed through various channels and meeting in the following cases: media of the Stock Exchange as well as the (1) where the Management Fund’s website. Company may convene the Unitholders’ meeting 9.10 Unitholders’ Meeting as it deems appropriate for the benefit of the Fund In arranging the meeting of Unitholders, management. the Management Company shall proceed in (2) where the Unitholders holding accordance with the criteria, methods and the Investment Units in aggregate of more than conditions specified herein. However, in the 10% of the total number of the Investment Units case where the Office of the SEC and/or any other sold make a written request to the Management supervisory authority has otherwise amended Company to convene the Unitholders’ meeting with or made additions to its notifications, directives, the clearly reason for requesting the meeting. In this approvals and/or relaxations, the Management case, the Management Company shall convene Company reserves the right to proceed in the meeting within 45 days from the date of receipt accordance with the abovementioned directives, of such request from the Unitholders. approvals and/or relaxations of the Office of the 9.10.2 Convention of the Unitholders’ meeting SEC and/or any other supervisory authority and when the Management Company has conducted To convene the Unitholders’ meeting, such proceedings, it shall be deemed that such the Management Company shall proceed as following:
50 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 (a) prepare a notice to convene Unitholders as specified in No. 9.10.1 (b) (2), such the Unitholders’ meeting with sufficient details for meeting shall be cancelled. If not a new meeting the Unitholders to make decisions which at least can be called and the notice of the meeting shall shall include information on the meeting and voting be sent to the Unitholders at least 7 days prior to methods as well as the agenda of the meeting and the meeting. For this second meeting, a quorum matters to be considered together with appropriate is not required. details. The information shall clearly state the matters 9.10.4 Meeting Proceeding to be acknowledged, approved or considered, as the case maybe, together with the opinions of the The proceeding of the Unitholders’ Management Company and the Trustee on the meeting shall be as follows: respective matters. For matters requiring the resolution (a) the meeting proceeding shall of the Unitholders, they shall include opinions related be in order of agenda stated in the notice of the to the impacts to the Unitholders from such matters. Unitholders’ meeting unless the meeting resolves (b) send the notice to the Unitholders to change the order of the agenda with a vote prior to the meeting according to the following of no less than two-third of the total attending periods: Unitholders. (1) 14 days, in case of a Unitholders’ (b) when the meeting finished meeting of the Fund listed on the Stock Exchange consideration as per (a), the Unitholders with at with any agenda that requires a vote of no less least one-third of the total Investment Units sold than three-fourths of the total number of votes of can propose the meeting to consider other matters attending Unitholders with the rights to vote. other than stated in the notice of the Unitholders’ meeting. (2) 7 days, for cases any other than mentioned in No. 1). (c) in case the meeting is unable to finish the consideration of agenda as per (a) or the (c) announce the convention of the proposed matters as per (b), as the case maybe, meeting in at least a local daily newspaper for at least and is required to postpone the consideration, 3 days prior to the meeting. the meeting shall determine the venue, date and 9.10.3 Quorum requirements time for the next meeting and the Management The quorum for the Unitholders’ Company shall send the notice of the Unitholders’ meeting shall be as follows: meeting stating the venue, date, time and agenda of the meeting to the Unitholders at least 7 days (a) a quorum shall be at least 25 prior to the meeting. The notice of the meeting shall Unitholders or at least half of the total number of also be announced in a newspaper at least 3 days the Unitholders holding in aggregate no less than prior to the meeting. one-third of the total Investment Units sold. In holding the abovementioned (b) in any Unitholders’ meeting, Unitholders’ meeting, the Management Company when one hour has passed from the specified time shall ensure that the Trustee attend such meeting of meeting and the number of Unitholders in attendance by sending the notice of the meeting to the Trustee cannot form a quorum as specified in a), if it is a at the same time as to the Unitholders. meeting that is called due to the request of the
Future Park Leasehold Property Fund : FUTUREPF 51 9.11 Audit Fee Support farmers by offering space for them to sell local products from their provinces. The Fund records the fee for auditing the financial statements and reviewing the interim Offer space and opportunities to financial information for this year ending at youngsters and students to conduct activities or December 31, 2018 totaling 1,054,000 baht, paid hold contests to exhibit their talents. to PricewaterhouseCoopers ABAS Ltd. 10.3 Negative impact from the Fund 10. Social Responsibility business on society (if any) 10.1 Overall Policy The Fund business does not have any negative impact on society and environment. The Management Company and the Property Manager are well aware that business 10.4 Name of activity that benefits society success and customer satisfaction are not the and environment only decisive factors in our operation. Social Most marketing activities of the Fund held responsibility and environmental awareness are throughout the year were related to 10.2 above. therefore part of our mission which reflected 10.5 Prevention of Involvement in Corruption in several implementations of the Fund. Such examples will be explained in the next section. The Fund Management Company has been certified to join the Collective Action Coalition 10.2 Implementation Against Corruption (“CAC”) which is one of among 10.2.1 Concern for the environment is based companies that had been certified. on good social responsibility and environmental The Thai private sector’s Collective Action awareness, exhibited through various activities Coalition Against Corruption was established such as: with the objective of driving an anti-corruption Responsibly selecting items movement on a wide scale. This campaign consumed by the daily operations of the Fund and receives support from the government and the souvenirs and gifts that are manufactured by Office of the National Anti-Corruption Commission. environmentally friendly companies. This includes It is administered jointly by the co-operation of 8 selection of environmentally friendly materials. leading organizations namely the Thai Institute of Efforts to re-use or repair materials Directors, Thai Chamber of Commerce, Foreign such as advertising sign boards. Chamber of Commerce, Thai Listed Companies Association, Thai Bankers Association, Thai 10.2.2 Support of Social, Environmental, Capital Market Association, Federation of Thai and Community Activities Industries, and the Tourism Council of Thailand. Facilitate and offer temporary Investors may obtain further details working space for use by the authorities or any regarding policy on anti-corruption at our website other organizations that needs space for publicity www.bblam.co.th or to provide community service, on condition that these do not impact the normal business operations of the Fund.
52 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 Activity
Future Park Leasehold Property Fund : FUTUREPF 53 54 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 11. Internal Control and Risk Management plan approved by the Audit Committee since the Internal Audit Department is an independent unit, 11.1 Summary of Opinions from Head of its performance is thus reported directly to the Compliance & Legal and Head of Internal Audit Committee. From the assessment of the Audit Department of the Management sufficiency of the internal control systems, the Company Internal Audit Department opines that the internal Opinion from Head of Compliance & control systems of the various departments related Legal Department to the management of the Fund are prudent and From the evaluation of the Management appropriate, no significant deficiencies were Company’s internal compliance systems in found on the internal control systems related to the functions related to the management of the Fund, management of the Fund. The assignments of the results suggest that compliance is appropriate tasks to officers were sufficient and there and the Management Company has sufficient were clear separation of duties resulting in personnel to effectively handle its operations. effective performance in accordance with the There is also a system to control and monitor internal control systems and the monitoring of by the Fund Managers which can protect the the performance of the asset managers was assets of the Fund from its directors/management appropriate. misusing or without proper authority, conducting 11.2 Disclosure of Information about the transactions with persons who might have conflict Head of the Compliance & Legal of interest and related persons. It also properly Department/ Head of Internal Audit oversees other compliance issues. Department of the Management Company Opinion from Head of Internal Audit 11.2.1 Head of Compliance & Legal Department Department The Internal Audit Department has (1) Mr. Sutee Khantaruangsakul is the reviewed and assessed the sufficiency of the person with highest responsibility of Compliance & internal control systems of the various departments Legal Department to oversee and ensure compliance related to the management of the Fund to be in with the regulations of the supervisory authorities. accordance with the specified work procedures. Mr. Sutee possesses qualifications of the Head of The review and assessment of internal control Compliance & Legal Department as follows: system are in accordance with the annual audit
Future Park Leasehold Property Fund : FUTUREPF 55 Working Experience Name-Surname Education relating to Fund Duties and Responsibilities Management Mr. Sutee - Bachelor of Law, Work Experience Be the center for overseeing Khantaruangsakul Thammasat University - Deputy Managing the business operations of Director, Head of Management Company to be Compliance & Legal in compliance with laws, rules, BBL Asset Management regulations, policies and directives Co., Ltd. of related authorities such as the Related Trainings Office of the SEC, the SET or other - Compliance Refresher authorities related to the business Course operations of the Management Company
(2) The Board of Directors’ Meeting therefore, the appointment, dismissal and rotation No. 6/2012 considered the qualifications, of this Department Head have to be approved by education, work experiences and related tranings the Board of Directors. of Mr. Sutee Khantaruangsakul and resolved to 11.2.2 Head of Internal Audit Department appoint him as the person with highest responsibility of Compliance & Legal Department to oversee (1) Miss Sirima Prapapanich is the and ensure compliance with the regulations of the person with highest responsibility of Internal Audit supervisory authorities. Department to audit and assess the adequacy of the internal system relating to various functional (3) The Compliance & Legal operations. Miss Sirima possesses qualifications of Department with duties to oversee the compliance the Head of Internal Audit Department as follows: is directly controlled by the Board of Directors,
Working Experience and Name-Surname Education Duties and Responsibilities Related Training Ms. Sirima Prapapanich Master Degree: Working Experience: Independently audit and - Business Admnistration, - Assistant Managing assess various operational Assumption University Director, Head of Internal functions to ensure that the Bachelor Degrees: Audit, BBL Asset internal control system - Bachelor of Accounting, Management Co., Ltd. effectively and efficiently Assumption University - Head of Internal Audit operates as well as to provide - Bachelor of Laws, Tokio Marine Insurance suggestions to improve the Sukhothai Thammathirat Thailand PCL. operations to be concise and Open University Related Training appropriate. - COSO Internal Control - IT risk and IT Governance
56 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 (2) The Board of Directors’ Meeting (3) The Internal Audit Department is No. 4/2017 considered the qualifications, education, the independent unit with duties to audit various work experiences and related tranings of Miss Sirima operational functions and directly controlled by Prapapanich and resolved to appoint her as the the Audit Committee, therefore, the appointment, person with highest responsibility of Internal Audit dismissal and rotation of this Department Head Department to audit and assess the adequacy of have to be approved by the Audit Committee. the Company’ internal audit system. 12. Measures to Prevent Conflict of Interests 12.1 Transactions between the Fund and Management Company and Connected Persons (1) Transactions between the Fund and Management Company and Connected Persons Management Company No. Detail of Transaction and Connected Persons 1 BBL Asset Management Co., Ltd. Receive fund management fee from the Fund. 2 Bangkok Bank Public Company Limited - the Please find more detail in 2.6 - Details of Fund parent company of BBL Asset Management Loan. Co., Ltd. (a company who holds more than 5% of the total issued share of BBL Asset Management Co., Ltd.)
(2) Justification and Appropriateness (4) Measures to Prevent Conflicts of As compensation for the services of Interests the parties of the Fund. Other conditions are in 1. The Management Company shall accordance with 12.1(3). comply with relevant rules and regulations when (3) Policy on Connected Transactions and transacting with connected persons. the Expected Amount of Connected Transactions 2. Connected party transactions must It is possible that the Management be fairly priced. Company may have a necessity to conduct 3. Individuals having a stake in transactions with connected persons in the future. the transaction must not be involved in the In such a situation, the Management Company decision making process of the connected party will specify that terms and conditions are done transaction. on a commercial basis (at arm's length basis) like 4. Fees and expenses related to the regular transactions, executed at market prices, connected party transaction must be fair. and comply with the notifications and regulations enforced on connected party transactions.
Future Park Leasehold Property Fund : FUTUREPF 57 12.2 Transactions between the Fund and Fund Supervisor and Connected Persons (1) Transactions Between the Fund and Fund Supervisor and Connected Persons Fund Supervisor No. Detail of Transaction and Connected Persons 1 Krung Thai Bank Public Company Limited Receive fund supervisor fee from the Fund.
(2) Justification and Appropriateness (4) Measures to Prevent Conflicts of As compensation for the services of Interests the parties of the Fund. Other conditions are in 1. The Management Company shall accordance with 12.2(3). comply with relevant rules and regulations when (3) Policy on Connected Transactions and transacting with connected persons. the Expected Amount of Connected Transactions 2. Connected party transactions must It is possible that the Management be fairly priced. Company may have a necessity to conduct trans- 3. Individuals having a stake in actions with connected persons in the future. the transaction must not be involved in the In such a situation, the Management Company decision making process of the connected party will specify that terms and conditions are done transaction. on a commercial basis (at arm's length basis) like 4. Fees and expenses related to the regular transactions, executed at market prices, connected party transaction must be fair and comply with the notifications and regulations enforced on connected party transactions.
58 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 12.3 Soft Commmission Company Benefit obtained Reason Bank Of America, National Association Research paper and Indicative Yield For fund benefit Bank Of Ayudhya Public Company Research paper and Indicative Yield For fund benefit Limited Bangkok Bank Public Company Limited Research paper and Indicative Yield For fund benefit BNP Paribas Research paper and Indicative Yield For fund benefit CIMB Thai Bank Public Company Limited Research paper and Indicative Yield For fund benefit Citibank, N.A. Research paper and Indicative Yield For fund benefit Deutsche Bank AG. Research paper and Indicative Yield For fund benefit JP Morgan Chase Bank, National Research paper and Indicative Yield For fund benefit Association Kasikornbank Public Company Limited Research paper and Indicative Yield For fund benefit Krung Thai Bank Public Company Limited Research paper and Indicative Yield For fund benefit Thanachart Bank Public Company Limited Indicative Yield For fund benefit Tisco Bank Public Company Limited Research paper and Indicative Yield For fund benefit United Overseas Bank (Thai) Public Research paper and Indicative Yield For fund benefit Company Limited Standard Chartered Bank (Thai) Public Research paper and Indicative Yield For fund benefit Company Limited TMB Bank Public Company Limited Research paper and Indicative Yield For fund benefit The Hongkong And Shanghai Banking Research paper and Indicative Yield For fund benefit Corporation Limited Siam Commercial Bank Public Company Research paper and Indicative Yield For fund benefit Limited Asia Plus Securities Company Limited Indicative Yield For fund benefit KGI Securities (Thailand) Public Indicative Yield For fund benefit Company Limited
Future Park Leasehold Property Fund : FUTUREPF 59
PART 4
F inancial Position and Performance 0.40 0.65 0.75 0.00 0.13 98.07 100.00 Assets % of Total % of Total 2016 137,780 Baht 9,738,898 30,000,000 48,665,318 55,657,084 7,315,797,806 7,459,996,886 0.41 0.61 0.48 0.01 0.10 98.39 100.00 Assets % of Total % of Total 2017 942,371 7,337,127 Baht 30,000,000 44,716,862 35,527,511 7,224,186,063 7,342,709,934 0.00 0.67 0.69 0.01 0.10 98.52 100.00 Assets % of Total % of Total - 2018 921,433 7,375,210 Baht 48,778,804 50,260,685 7,132,223,062 7,239,559,194 security
as
pledged
Statement institutions
Financial
Balance Sheet as of 31 December financial
at 13.1 Key Financial Information
Cash Assets Investments at fair value (at cost in 2018 : Baht 6,754.34 million, 2017 6,752.64 million and 2016 : Baht 6,814.15 million) Rental receivables, net Cash on hand and at banks Other accounts receivable Other assets Total assets Part 4: Financial Position and Performance 13.
62 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 0.34 4.60 0.48 3.62 0.20 9.23 90.77 75.51 15.25 90.77 Assets % of Total % of Total 2016 Baht 25,297,068 35,485,060 14,795,688 343,263,435 270,000,000 688,841,251 6,771,155,635 5,633,161,000 1,137,994,635 6,771,155,635 0.46 4.68 0.47 1.36 0.21 7.18 92.82 76.72 16.10 92.82 Assets % of Total % of Total 2017 Baht 33,863,046 34,194,228 15,238,631 343,975,644 100,000,000 527,271,549 6,815,438,385 5,633,161,000 1,182,277,385 6,815,438,385 0.42 4.81 0.50 0.00 0.16 5.89 94.11 77.81 16.30 94.11 Assets % of Total % of Total - 2018 Baht 30,172,635 36,164,441 11,715,564 348,088,352 426,140,992 6,813,418,202 5,633,161,000 1,180,257,202 6,813,418,202 Balance Sheet as of 31 December Liabilities Other accounts payable Deposits received from customers Accrued expenses Borrowing Other liabilities Total liabilities Net assets Net assets represented by Capital received from unitholders Retained earnings Net asset value (Baht 12.8660 per unit in 2018 , Net asset value (Baht 12.8660 per unit in 2018 , Baht 12.8698 per unit in 2017, and 12.7862 unit in 2016 based on 529,566,100 units outstanding)
Future Park Leasehold Property Fund : FUTUREPF 63 0.72 0.57 0.99 0.15 0.21 9.76 0.12 1.94 4.80 1.04 1.83 0.11 98.71 20.95 79.05 100.00 Income % of Total % of Total 2016 7,129,929 Baht 5,602,802 9,742,732 1,443,368 2,033,000 1,219,010 1,107,629 96,365,687 19,162,046 47,429,306 10,253,986 18,116,712 974,679,072 987,411,803 206,873,476 780,538,327 0.47 0.54 0.94 0.17 0.20 8.91 0.14 1.97 5.62 0.93 0.79 0.12 98.99 19.80 80.20 100.00 Income % of Total % of Total 2017 4,844,942 5,555,807 9,704,505 1,766,062 2,033,000 1,463,329 9,531,686 8,111,438 1,183,311 Baht 91,534,446 20,282,335 57,751,777 203,361,889 823,873,837 1,016,834,977 1,027,235,726 0.42 0.57 0.94 0.17 0.19 9.28 0.12 2.14 5.87 0.70 0.26 0.17 99.01 19.83 80.17 100.00 Income % of Total % of Total 2018 4,325,006 5,837,189 9,626,695 1,782,721 1,985,772 1,205,546 7,153,133 2,646,335 1,755,801 Baht 95,344,944 21,990,387 60,265,746 203,757,080 823,548,929 1,017,143,814 1,027,306,009
31 December Statement of Operations for the year ended Statement of Operations for the year ended Investment Income Rental and service income Interest income Other income Total income Expenses Management fee Trustee fee Registrar fee Property management fees Professional fee Property tax expenses Marketing and administrative expenses Insurance expenses Interest expense Other expenses Total expenses Net investment income Statement of Operations for the year ended 31 December
64 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 0.00 78.69 (0.36) (0.36) Income % of Total % of Total 2016 0.00 Baht (3,554,913) (3,554,913) 776,983,414 0.00 77.31 (2.89) (2.89) Income % of Total % of Total 2017 0.00 Baht 794,148,349 (29,725,488) (29,725,488) 0.00 71.04 (9.12) (9.12) Income % of Total % of Total 2018 0.00 Baht 729,840,169 (93,708,760) (93,708,760)
31 December Statement of Operations for the year ended Statement of Operations for the year ended Net gain from investment Net unrealized gain from investment valuation Gain from sale of investment Total net gain from investment Increase in net assets from operations Statement of Operations for the year ended 31 December
Future Park Leasehold Property Fund : FUTUREPF 65 0.00 0.00 (Unit: Baht) 88,017,918 (3,554,913) 776,983,414 780,538,327 (688,965,496) 6,683,137,717 6,771,155,635 2016 0.00 0.00 44,282,750 794,148,349 823,873,837 (29,725,488) (749,865,599) 6,771,155,635 6,815,438,385 2017 0.00 0.00 (2,020,183) 729,840,169 823,548,929 (93,708,760) (731,860,352) 6,813,418,202 6,815,438,385
2018 Net assets at the end of year Increase in net assets during the year Net assets at the beginning of year Dividend payment Capital received from unitholders Net increase in net assets from operations Net unrealized gain from investment valuation Gain from sale of investment Increase in net assets from operation during the year Net investment income Statement of Changes in Net Assets for the year ended December 31
66 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018
0.00 0.00 2,869,635 1,295,871 19,771,465 18,116,712 (2,320,964) (9,556,681) (4,808,965) (Unit : Baht) 776,983,414 (10,571,718) 2,350,000,000 (2,292,498,270) 2016
0.00 0.00 (804,591) 3,948,456 2,084,317 8,565,978 8,111,438 (3,311,659) (3,727,202) (1,533,283) 794,148,349 1,440,000,000 (1,371,074,884) 2017 0.00 0.00 20,938 (38,083) (585,229) 2,646,335 (4,061,942) (3,690,411) (3,739,777) (1,744,729) 885,000,000 729,840,169 (851,261,253) 2018
security
as
pledged
institution
financial
at
cash
in
Increase
Increase in rental receivables Decrease in other accounts receivable Decrease (increase) in other assets Increase (decrease) in other accounts payable Purchases of investment in securities Sales of investment in securities Discount on investment in securities Renovation cost Purchases of investment in properties Adjustments to reconcile net increase in assets from operating to net cash provided by (used in) Operating activities : Interest income Interest expense Cash flows from operating activities Increase in net assets from operation during the year Statement of Cash Flows for the year ended December 31
Future Park Leasehold Property Fund : FUTUREPF 67
0.00 5,900,119 3,554,913 1,389,429 55,657,084 43,791,457 11,865,627 12,896,650 (3,901,994) (Unit : Baht) 869,119,616 863,219,497 (18,288,493) (150,000,000) (688,965,496) (857,253,989) 2016 0.00 712,209 562,669 1,850,737 35,527,511 55,657,084 29,725,488 (8,231,164) (1,290,832) 907,967,190 906,116,453 (20,129,573) (170,000,000) (749,865,599) (928,096,763) 2017 0.00 585,229 1,970,213 4,112,708 50,260,685 35,527,511 14,733,174 93,708,760 (2,737,432) (3,431,970) 849,330,958 848,745,729 (731,860,352) (100,000,000) (834,597,784) 2018
activities
activities
financing
operating in)
from
(used
flows
cash
Dividend payment Interest payment Cash Borrowing payment Net Cash and cash equivalents at the end of year Cash flows from financing activities Cash and cash equivalents at the beginning of year Interest received Net cash received from operating activities Net (decrease) increase in cash and equivalents Gain from sale of investments Increase in accrued expenses Increase (decrease) in other liabilities Net unrealized gain from investment valuation Increase in deposits received from customers Statement of Cash Flows for the year ended December 31
68 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018
3.07 1.64 0.00 14.64 11.52 0.1662 1.4739 12.6200 12.7862 (1.3010) (0.0067) (Unit : Baht) 6,771,155,635 6,743,776,037 2016
ent bought/sold under a resale/ 2.98 1.41 0.00 15.06 11.64 0.0836 1.5557 12.7862 12.8698 (1.4160) (0.0561) 6,815,438,385 6,820,396,768 2017 2.99 0.85 0.00 15.06 10.70 0.0038 1.5551 (1.382) 12.8698 12.8660 (0.1769) 6,813,418,202 6,821,928,723 2018
The value of investment purchases and sales during the year does not include cash at bank, promissory note investm The value of investment repurchase agreement, and is calculated by a weighted average basis over the accounting year.
*
Ratios of total expenses to average net assets during the year (%) Total income (expense) from investing activities Less Dividend payment Net assets at the end of year (Baht) Information on operating results (per unit) Net assets value at the beginning of year Ratios of investment income to average net assets during the year (%) Ratios of investment income to average net assets during the year (%) Net asset value at the end of year Income from investing activities : Income from investing activities : Net investment income Ratios of weighted average investment purchases and sales during the Ratios of weighted average investment purchases and sales during the year to average net assets during the (%) * Ratio of net increase in net assets from operations to average net assets Ratio of net increase in assets from operations to average during the year (%) Net unrealized gain (loss) from investment valuation Net increase from capital received unitholders Weighted average net asset value during the year (Baht) Significant financial ratios and additional significant informatio n Financial Highlights for the year ended 31 December Remark
Future Park Leasehold Property Fund : FUTUREPF 69
3.07 1.72 1.72 1.64 1.51 1.51 11.52 79.05 14.64 20.95 11.52 98.71 11.57 2016
2.98 1.41 1.18 1.18 1.06 1.06 11.64 80.20 15.06 19.80 11.64 98.99 12.08 2017 issory note and investment bought/sold under a resale/ bought/sold under a and investment issory note 2.99 1.49 0.85 1.38 10.70 80.17 15.06 19.83 10.70 99.01 12.07 2018 The value of investment purchases and sales during the year does not include cash at bank, prom The value of investment purchases and sales during the year repurchase agreement, and is calculated by a weighted average basis over the accounting year.
*
Financial Ratios
Return on equity Ratios of total expenses to average net assets during the year Ratios of total expenses to average net assets during the year Profitability Ratio (%) Net investment income margin Net investment income margin Liquidity Ratio (x) Ratios of investment income to average net assets during the year Quick Ratio Quick Ratio Ratio of total expense to income Ratios of weighted average investment purchases and sales during the investment purchases and sales during the Ratios of weighted average year to average net assets during the * Overall Performance (%) Ratios of increase in net assets from operations to average assets during the year Ratios of net investment income to average assets during the year Current Ratio Ratio of rental and service income to total Remark 13.2
70 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018
0.10 0.10 0.04 0.04 0.13 0.13 1.00 1.00 90.65 10.37 48.97 48.97 2016 ent income plus gain from sale of plus gain from sale of ent income 0.97 0.97 0.08 0.08 0.01 0.01 0.14 0.14 93.49 10.73 112.94 112.94 2017 - 1.02 0.06 0.14 10.01 101.73 321.95 2018 Dividend payout ratios are calculated from the dividend payment for related period dividing by net investm Dividend payout ratios are calculated from investment (exclude net unrealized gain from valuation)
*
Dividend payout ratio* (%) Debt service coverage ratio (cash basis) (x) Interest coverage ratio (x) Ratio of total liabilities to net asset value (x) Financial Policy Ratio Financial Policy Ratio Ratio of total borrowing to net asset value (x) Asset turnover (x) Efficiency Ratio Efficiency Ratio Return on asset (%) Remark
Future Park Leasehold Property Fund : FUTUREPF 71 14. Management Discussion and Analysis: MD&A 14.1 Analysis of the Past Performances 1) Total Income Total income comprised of income from rental and service fee, income from interest and other income. During the past 3 years (Y2016 - Y2018), the Fund has the total revenue increased.
1,030 10 10 1,020 1,010 1,000 990 13 980 Interest and other income 970 1,017 960 975 1,017 Rental and service income 950 940 Y2016 Y2017 Y2018
Year 2017 / 2016 Year 2018 / 2017 In Y2017, FUTUREPF had total In Y2018 FUTUREPF had total income of 1,027.2 million baht, which increased income of 1,027.3 million baht and rental and by 39.8 million baht or 4% from the last year. This service income of 1,017.1 million baht, which was mainly due to the increase in rental income was the same level as Y2017. Most of rental and as follows; service income was revenue from shop of 672.2 - revenue from shop area million baht and revenue from common area of increased by 26.6 million baht or 4%, mainly due 319.7 million baht. In Y2018, average occupancy to the increasing in average occupancy rate from rate slightly declined to 95.8% while increasing in 95% to 97% and the 2% growth of average rental average rental rate, thus rental and service income rate. was the same level as Y2017. - revenue from common area increased by 12.6 million baht or 4%, mainly due to the growth of average occupancy rate of Y2017 from 84% to 86%.
72 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 2) Total Expenses 2.2) Fund related expenses are The total expenses of the fund are consisted of management fee, trustee fee, registrar detailed as follows; fee, professional fee, interest expense and other expense. 2.1) Property related expenses are consisted of property manager fee, marketing expense, insurance premium and property tax
250
200
150 173 179 185 Property related expenses 100 Fund related expenses 50 34 24 19 0 Y2016 Y2017 Y2018 Year 2017 / 2016 Year 2018 / 2017 In Y2017, the fund total In Y2018, the fund total expenses were 203.4 million baht, which expenses were 203.4 million baht, which slightly decreased by 3.5 million baht or 2 % from last increased by 0.2% from last year. This was mainly year. This was mainly due to due to the increase of property related expenses, - decrease in property which came from the higher in marketing expense related expenses, resulting from the decrease of and commission fee for tenant solicitation. commission from leases that expired this year less However, fund related expenses declined because than last year. of decrease in interest expense. - decrease in interest expense because the Fund had loan prepayment. 3) Net Investment Income and Increase in net assets from operations Million Baht 900.0 823.9 780.5 777.0 794.1 823.6 800.0 729.8 700.0 600.0 500.0 400.0 300.0 Net Investment Income 200.0 100.0 Increase in net assets from operations Y2016 Y2017 Y2018
Future Park Leasehold Property Fund : FUTUREPF 73 Year 2017 / 2016 property valuation by 92.0 million baht and - In Y2017, FUTUREPF had net the capital expenditures for the equipment investment income of 823.9 million baht, increased improvement and the renovation of 1.7 million baht. by 43.4 million baht or 6% compared with last year. Thus, net increase in net assets from operations It was resulted from the increasing in rental income was THB 729.8 million baht. while total expenses dropped. 4) Profitability - This year, FUTUREPF recognized Year 2017 / 2016 unrealized loss from changes in investment - In Y2017, net investment income value by 26.0 million baht. Furthermore, there margin and distribution income margin also slightly were the capital expenditures for the equipment increased from the previous year to 80% and improvement and the renovation of leasable area 72%, respectively. It was due to the operating of 3.7 million baht. Therefore the net unrealized performance improvement. loss from changes in investment value was recorded at 29.7 million baht. Thus, the fund had Year 2018 / 2017 increased in net assets from operations of 794.1 - In Y2018, net investment income million baht. margin and distribution income margin were 80% Year 2018 / 2017 and 72%, respectively. This was was the same level as Y2017. - In Y2018, FUTUREPF had net investment income of 823.5 million baht, which 5) Return was similar to last year. It was resulted from the The Fund had announced the dividend unchanged in total income and total expenses. payment from retained earing and/or performance - For Y2018, The Fund had net of 660.9 million baht in Y2016 and 742.5 million unrealized loss from investment of 93.7 million baht in Y2017 - Y2018. It can be calculated as the baht. It was came from unrealized loss from return on investment of the Fund as follows:
Y2016 Y2017 Y2018 Dividend payment rate* 90.6% 93.5% 101.7% Dividend payment rate ( Baht per unit ) 1.330 1.402 1.402 Dividend payment rate compared with market price 5.8% 6.5% 6.2% as at the end of year Remark * Dividend payout ratios are calculated from the dividend payment for the related period dividing by net investment income plus gain from sale of investment.
74 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 14.2 Statement of Assets and Liabilities
Million Baht 7,460 8,000 7,343 7,240 7,000 6,000 5,000 4,000 3,000 2,000 689 527 Total assets 1,000 426 0 Total liabilities Y2016 Y2017 Y2018
Year 2017 / 2016 Year 2018 / 2017 As of 31 December 2017, FUTUREPF As of December 31, 2018, had total assets of 7,342.7 million baht. The major FUTUREPF had total assets of 7,239.6 million baht. assets consisted of the investments in properties The major assets consisted of the investments in of 6,965.0 million baht and the investment in properties 6,873.0 million baht and the investment securities and cash at banks of 324.7 million baht. in securities and cash at banks 309.5 million baht. Total liabilities were 527.3 million baht, mostly from Total liabilities were 426.1 million baht, mainly in form deposits of rental and service and borrowing. In of the deposits from rental and service. In Y2018, 2017, total liabilities decreased from 688.8 million FUTUREPF paid off all the bank loans amounted to baht as of the end of 2016 because FUTUREPF had 100.0 million baht so total liabilities decreased from the repayment of borrowings amounted to 170.0 the end of Y2017. million baht. Therefore, FUTUREPF had net Therefore, FUTUREPF had net asset asset value 6,813.4 million baht or 12.8660 baht value 6,815.4 million baht or 12.8698 baht per unit. per unit.
Future Park Leasehold Property Fund : FUTUREPF 75 14.3 Forward Looking Statements 2) Premium Retail Shops: Central & Robinson Department Stores, Big C Supercenter, 14.3.1 The opening of the expansion project Power Buy, Super Sports, B2S, Tops Market, Office of Rangsit Plaza Co., Ltd. (Zpell@Futurepark) Mate, HomePro, Index Living Mall, SB Design Square, The expansion project of Rangsit Fitness First, The Rink ice sketch, Funarium, and Plaza Co., Ltd. (Zpell@Future Park) has opened SKI365 which is the first and only one Ski training since 27 November 2015. This project will enable center in Thailand. Future Park Rangsit gross area to approximately 3) Entertainment like Major Cineplex 600,000 square meters and make it the largest which Rangsit Plaza Group plans to fulfill the shopping center in Thailand. The management customer’s lifestyle by offering 15 rais of sport of Rangsit Plaza Co., Ltd. expects Zpell to attract community under the brand ‘Future Arena’ to be the an additional traffic of 50,000 people per day and place for incubating athletes to eventually become when combine with the existing traffic, the total professionals. The sport arena area covers 18 BAF- traffic of the shopping center will be approximately Standard badminton courts and artificial grass soccer 200,000 people per day. field which plans to open in the first quarter of 2018. Rangsit Plaza Co., Ltd. has pledged Aside from many functional areas to unitholders at the 1/2556 unitholders meeting on that we have constantly developed, such as the area 16 August 2013 (to request resolution to connect around Future Park side, Rangsit market, Tesco the existing project with the new project and will Lotus Rangsit side, or the area which Paolo Memorial provide revenue compensation to retail spaces Hospital has leased for their building construction which are impacted) that the new project will target and recently had grand opening in January 2016, but higher-end consumers than the customer segment we are also considering on inviting group affiliates targeted by the existing property invested by the to co-invest in service apartment and 4-star hotel as Fund. The Management Company views that the well. We are also welcome other business groups new project will strengthen the overall project by who are interested in joining and developing the providing a wider range of products and services rest retail zones to become a perfect city which can that eventually benefits the entire shopping serve the strong dynamic of high population growth complex. rate and the large number of customer that would 14.3.2 The Future City project by Rangsit be double in the coming year. Moreover, the target Plaza Group Co.,Ltd customer is not only expected at just 4.5 million The project has aimed to develop resident in the 20 km. radius from Future Park, but the property land of 600 rais surrounding Future also includes new residential projects, 27 educational Park Rangsit shopping mall to become the most institutes, 12 international schools, 28 language convenience and perfect commercial city within 7-10 schools, 30 government office, and Don Muang years from now. It would approximately spend around International Airport which is expected to serve 35 100,000 million baht on retail zone development million passengers in the year 2018. which consists of; Besides, the city is well-prepared 1) Future Park & Zpell Shopping to support high traffic from all over the country that Malls would certainly come in the area since Future City
76 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 is located on a gateway linking Bangkok with the Civil construction work for the North, Northeastern, and other provinces in Central Bangsue - Rangsit (Contract 2) track - construction region of Thailand. According to this reason, it is very has progressed by approximately 99.51% difficult for competitors to seek any better or even Electrical and mechanical equal positioned land plot like us. systems work for the train network for Bangsue - At the same time, The government Rangsit (Contract 3) - construction has progressed simultaneously has plans to develop various basic by approximately 42.59% infrastructures which would strengthen this area’s The project commences from the potential through improved rail services consisting Bangsue Station at the Pradiphat 3-way junction of dual-tracked railways, normal speed trains, high and continues along the same path as the northern speed trains, and the Bangsue-Rangsit Red Line railroad tracks through the districts of Chatuchak, mass transit route and Rangsit-Thammasat Red Line Bangkhen, Laksi, Don Muang and terminates at expansion. Furthermore, there are also plans for BRT the Rangsit Station, Pathum Thani province for a air-conditioned bus services for the Rangsit zone total distance of approximately 26.3 kilometers. A and Patumthai-Klong 1 line, the Bang Pa-in Korat plan for the near future is to connect Thammasat Motorway, and expansion of Don Muang airport into University - Rangsit Campus too. a hub for low cost airline traffic. The nearest station to the Future 14.3.3 The Red Line Mass Transit Park Rangsit project is the Rangsit Station which is The suburban route of the Red Line situated on the Rangsit - Pathum Thani Road and mass transit network linking Bangsue-Rangsit the Kampaengphet 6 Road, near the Rattanakosin is part of the public transport master plan for 200 Year residential area opposite Future Park Bangkok and suburbs that is being fast-tracked. Rangsit (on Phaholyothin Road), only 3.5 kilometers The project which received cabinet approval on away. Once the mass transit electric trains operate, 22 May 2007 began construction on 4 March 2013 it is expected that no less than 300,000 commuters for targeted operation in January 2021. would travel from Rangsit to Bangsue per day. The project’s progress as of From BBLAM’s previous discussions with Rangsit December 2018 Plaza Co., Ltd. on this matter, they have begun to consider opportunities to link the Future Park Civil construction work for the Rangsit project with commuters who will travel on Bangsue Grand Station and maintenance facilities this mass transit route, especially residents on the (Contract 1) - construction has progressed by Rangsit - Nakorn Nayok Road. approximately 82.48%
Future Park Leasehold Property Fund : FUTUREPF 77 15. Fund Supervisor Report
78 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 “Investors can study information of the Fund additional from the Annual Registration Statement (form 56-REIT1) as shown in www.sec.or.th or http://futurepf-th.listedcompany.com”
Compiled data as of February 14, 2019
Future Park Leasehold Property Fund : FUTUREPF 79
Attachment Auditor Report and Financial Statement
Future Park Leasehold Property Fund : FUTUREPF 81 82 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 Future Park Leasehold Property Fund : FUTUREPF 83 84 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 Future Park Leasehold Property Fund : FUTUREPF 85 86 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 Future Park Leasehold Property Fund : FUTUREPF 87 88 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 Future Park Leasehold Property Fund : FUTUREPF 89 90 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 Future Park Leasehold Property Fund : FUTUREPF 91 92 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 Future Park Leasehold Property Fund : FUTUREPF 93 94 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 Future Park Leasehold Property Fund : FUTUREPF 95 96 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 Future Park Leasehold Property Fund : FUTUREPF 97 98 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 Future Park Leasehold Property Fund : FUTUREPF 99 100 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 Future Park Leasehold Property Fund : FUTUREPF 101 102 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 Future Park Leasehold Property Fund : FUTUREPF 103 104 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 Future Park Leasehold Property Fund : FUTUREPF 105 106 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 Future Park Leasehold Property Fund : FUTUREPF 107 108 Annual Report 2018 For Period from 1 January 2018 to 31 December 2018 Future Park Leasehold Property Fund : FUTUREPF 109