Re: Notifying additional information for nominees, custodians, brokers, and other intermediaries who hold trust units of CPN Retail Growth Leasehold REIT or GLAND Office Leasehold Real Estate Investment Trust for accounts or benefits of the account owners with respect to the offering of additional trust
To: Trust Unitholders GLAND Office Leasehold Real Estate Investment Trust
Reference: News announcement on 02 February 2021 No. CPNREIT 2021/02002 Re: Notifying additional information for nominees, custodians, brokers, and other intermediaries who hold trust units of CPN Retail Growth Leasehold REIT or GLAND Office Leasehold Real Estate Investment Trust for accounts or benefits of the account owners with respect to the offering of additional trust units
SCB Asset Management Company Limited (“SCBAM”) as the liquidator of GLAND Office Leasehold Real Estate Investment Trust (“GLANDRT”) would like to inform regarding the subscription ratio and the maximum offering price of the additional trust units (the Additional Trust Units”) on 27 January 2021, whereby CPN Retail Growth Leasehold REIT (“CPNREIT”) will offer the Additional Trust Units for sale in the number of not exceeding 355,557,300 units to the eligible existing unitholders of CPNREIT and GLAND Office Leasehold Real Estate Investment Trust (“GLANDRT”) whose names appeared on the book closure date on 27 February 2020 (the “Eligible Existing Unitholders”).
Please be informed that the REIT Manager of CPNREIT and the underwriters may reserve the right as deemed appropriate to refuse the subscription of the Additional Trust Units in certain cases e.g. in the case that it is deemed to be beneficial to CPNREIT or to the unitholders, or in the case that the subscription of the Additional Trust Units may cause problem to the management of CPNREIT or be detrimental to CPNREIT, or in the case that the subscription of the Additional Trust Units may be in violation of laws or regulations applicable in foreign countries, including, but not limited to (1) Australia; (2) Austria; (3) Belgium; (4) Brazil; (5) Canada; (6) France; (7) Germany; (8) India; (9) Italy; (10) Japan; (11) Jordan; (12) Luxemburg; (13) Malaysia; (14) Myanmar; (15) Norway; (16) Russia; (17) Sweden; (18) Switzerland; (19) Taiwan; (20) Netherlands; (21) China; (22) Philippines; (23) Korea; (24) United Kingdom; (25) Trinidad and Tobago; (26) United States, (27) Singapore; and (28) Hong Kong (collectively, the “Restricted Territories”) (referring to the information from the book closure date of CPNREIT and GLANDRT on 27 February 2020 under which the REIT Manager of CPNREIT reserves the right, at its discretion, to change and/or modify the list of the Restricted Territories and will make the announcement on CPNREIT’s website (www.cpnreit.com) and/or the Stock Exchange of Thailand’s website (www.set.or.th) again before the subscription date), or other countries that result in additional burden or action to be taken by CPNREIT further to those required by Thai laws, etc. in order to mainly sustain the benefit of CPNREIT, unitholders and reputation or legal liability of the REIT Manager of CPNREIT and the underwriters in the future.
Since the REIT Manager of CPNREIT has obtained inquiries from nominees, custodians, brokers, and other intermediaries who hold the trust units of CPNREIT and/or GLANDRT for the accounts or benefits of the account owners with respect to the offering of the Additional Trust Units, we would like for your kind co-operation to proceed as follows:
1. Please do not forward, disclose, or act in any manner which may cause the account owners or your clients, who are U.S. Persons (as defined under Regulation S) or persons with mailing addresses in the Restricted Territories, to obtain or receive the certificate of subscription entitlement of the Additional Trust Units and other documents relating to the subscription of the Additional Trust Units (collectively, the “Subscription Documents”).
2. If you receive any Subscription Documents or order regarding the subscription for the Additional Trust Units from an account owner or client who is a U.S. Person (as defined under Regulation S) or person with a mailing address in the Restricted Territories, please do not follow such order.
The details are set out in the enclosure. In addition, if you receive any questions from the account owners or clients, who are U.S. Persons (as defined under Regulation S) or persons with mailing addresses in the Restricted Territories, please recommend them to contact the representatives from the Investor Relations Department of CPNREIT at the telephone number 02-667-5555 ext. 1689, or ir_cpnreit@centralpattana.co.th
The REIT Manager of CPNREIT reserves the right, at its discretion, to amend any relevant details as appropriate, such as details regarding the offering, allocation, and subscription, including, but not limited to, the allocation ratios for the Additional Trust Units, maximum offering price and the Restricted Territories, for the success of the offering for sale of the Additional Trust Units. These details will be announced on CPNREIT’s website (www.cpnreit.com) and/or the Stock Exchange of Thailand’s website (www.set.or.th), as consider appropriate.
Please be informed accordingly.
Sincerely yours,
SCB Asset Management Company Limited
as the liquidator of GLAND Office
Leasehold Real Estate Investment Trust