SHARE

28 January 2021

Re:  Notification of Subscription Ratio and Maximum Offering Price for Capital Increase of CPN Retail Growth Leasehold REIT

To:  Trust Unitholders GLAND Office Leasehold Real Estate Investment Trust

Reference: News announcement on 27 January 2021 No. CPNREIT 2021/01001 Re: Notification of Subscription Ratio and Maximum Offering Price for Capital Increase of CPN Retail Growth Leasehold REIT

          SCB Asset Management Company Limited (“SCBAM”) as the liquidator of GLAND Office Leasehold Real Estate Investment Trust (“GLANDRT”) would like to inform that CPN REIT Management Company Limited  (The “REIT Manager of CPNREIT”) Notifying Subscription Ratio and Indicative Offering Price Range for Capital Increase of CPN Retail Growth Leasehold REIT(“CPNREIT”) the more information will get from; ttps://www.set.or.th/set/companynews.do?symbol=CPNREIT&ssoPageId=8&language=en&country=US

          In this regard, the REIT Manager of CPNREIT have re-submitted the registration statement and the draft prospectus for offering for sale of the additional trust units in the number of not exceeding  355,557,300 units (the “Additional Trust Units”) to the SEC Office on 24 November 2020. The proceeds derived from the capital increase will be utilized for the following purposes.                   

1. Additional Trust Units will be no more than 355,557,300 units, which will be allocated in accordance with the EGM No. 1/2019. Details of which are as follows:

            Part 1: To allocate the approximate number of 266,669,904 Additional Trust Units, which is not less than 75 percent of the total Additional Trust Units, to the public investors who are eligible existing CPNREIT unitholders whose names appeared on the book closure date which is on 27 February 2020 in accordance with their unitholding proportion (except for unitholders for whom this offering might result in any violation to laws or regulations of foreign countries, or result in additional burden or action to be taken by CPNREIT further to those required by Thai laws).  The eligible existing unitholders of CPNREIT may declare their intention to fully subscribe, oversubscribe, or undersubscribe to the Additional Trust Units, or may waive their right to subscribe for the Additional Trust Units.

          After allocating the Additional Trust Units to the eligible existing unitholders of CPNREIT, the REIT Manager of CPNREIT reserves the right to allocate the remaining Additional Trust Units to the eligible existing unitholders of CPNREIT who declare their intention to oversubscribe to the Additional Trust Units, as the REIT Manager deems appropriate.  

          If the allocation of the Additional Trust Units as described above causes any eligible existing unitholder of CPNREIT to receive a fraction of a trust unit that cannot be allocated in whole number, that fraction will be rounded down to the nearest whole number.

          Part 2: To allocate the approximate number of 88,887,396 Additional Trust Units, which is not more than 25 percent of the total Additional Trust Units, to the public investors who are the eligible existing unitholders of GLANDRT whose names appeared on the book closure date which is on 27 February 2020 in accordance with their unitholding proportion (except for unitholders for whom this offering might result in any violation to laws or regulations of foreign countries, or result in additional burden or action to be taken by CPNREIT further to those required by Thai laws). The eligible existing unitholders of GLANDRT may declare their intention to fully subscribe, oversubscribe, or undersubscribe to the Additional Trust Units, or may waive their right to subscribe for the Additional Trust Units.

          After allocating the Additional Trust Units to the eligible existing unitholders of GLANDRT, the REIT Manager of CPNREIT reserves the right to allocate the remaining Additional Trust Units to the eligible existing unitholders of GLANDRT who declare their intention to oversubscribe to the Additional Trust Units, as the REIT Manager of CPNREIT deems appropriate.

          If the allocation of the Additional Trust Units as described above causes any entitled existing unitholder of GLANDRT to receive a fraction of a trust unit that cannot be allocated in whole number, that fraction will be rounded down to the nearest whole number.

          In any event, the allocation of the Additional Trust Units as described in Part 1 and Part 2 to the existing unitholders whose names appeared on the book closure date which is on 27 February 2020 is to reserve the benefit of such existing unitholders whose names already appeared on such book closure date.

          Part 3: To allocate the remaining Additional Trust Units after the allocation and/or subscription under Part 1 and/or Part 2 under (1) the private placement and/or (2) to the public investors, as considered appropriate, according to Notification of the Capital Market Supervisory Board No. TorThor. 27/2559 Re: Rules, Conditions, and Procedures Regarding Securities Underwriting, and any other applicable notifications, with the same offering price as that for the Additional Trust Units under Part 1 and Part 2.

          Regarding this, the REIT Manager of CPNREIT would like to inform that subscription forms and supporting documents (the “Subscription Package”) will only be sent to the eligible existing unitholders of CPNREIT and/or GLANDRT, who are not U.S. Persons (as defined under Regulation S), whose mailing addresses are in Thailand as appeared on their securities account as at the book closure date (or on 27 February 2020). The Subscription Package will not be sent to existing unitholders of CPNREIT and/or GLANDRT who are U.S. Persons (as defined under Regulation S) and/or person with mailing addresses in: (1) Australia; (2) Austria; (3) Belgium; (4) Brazil; (5) Canada; (6) France; (7) Germany; (8) India; (9) Italy; (10) Japan; (11) Jordan; (12) Luxembourg; (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; or (29) any other countries which the allocation of the Additional Trust Units to the existing unitholders of CPNREIT and GLANDRT may cause a violation to laws or regulations applicable in foreign countries by CPNREIT, or result in additional burden or action to be taken by CPNREIT further to those required by Thai laws (collectively, the “Restricted Territories”).

          Details of the allocation of the Additional Trust Units will be in accordance with Part 3 of the registration statement and the draft prospectus which is expected to become effective by February 2021.

2.  Offering ratio of the Additional Trust Units

          2.1 The offering ratio of the Additional Trust Units to be offered to the public investors who are eligible existing unitholders of CPNREIT whose names appeared on the book closure date on 27 February 2020 is at 8.2967 existing trust units of CPNREIT per one Additional Trust Unit. If there is a fraction of a trust unit that cannot be allocated in whole number, that fraction will be rounded down to the nearest whole number.

          2.2 The offering ratio of the Additional Trust Units to be offered to the public investors who are eligible existing unitholders of GLANDRT whose names appeared on the book closure date on 27 February 2020 is at  5.6225  existing trust units of GLANDRT per one Additional Trust Unit. If there is a fraction of a trust unit that cannot be allocated in whole number, that fraction will be rounded down to the nearest whole number.

3.  Indicative offering price range of the Additional Trust Units

          The maximum offering price is Baht 19.50 per unit, in which the REIT Manager of CPNREIT will subsequently inform the final offering price. Determination of such final offering price will be based on the process of survey of demand for purchasing of the trust units from institutional investors and/or juristic persons who participated in such process (Book Building).

          The REIT Manager of CPNREIT will inform the subscription period and subscription channels before or on the date that the registration statement and the draft prospectus become effective.

          Please note that 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 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 SET’s website (www.set.or.th), as consider appropriate.

          As the registration statement and the draft prospectus are under the consideration and have not been approved by the SEC Office. Therefore, the Additional Trust Units may be issued and offered for sale only when the registration statement and the draft prospectus have become effective, and the securities referred herein will be offered for sale according to the rules under the applicable laws and regulations.

          Trust Unitholders can find more details which have been announced on the  website at this URL (www.cpnreit.com) and/or the Stock Exchange of Thailand's website (www.set.or.th), as considered appropriate.

          Please be informed accordingly.

Sincerely yours,
 

SCB Asset Management Company Limited
as the liquidator of GLAND Office
Leasehold Real Estate Investment Trust