Date/Time 01 Apr 2024 12:39:00

Headline

Notification of Subscription Ratio and Preliminary Information regarding Issuance and Offering for Sale of Additional Trust Units (Revised)

Symbol CPNREIT
Source CPNREIT
Capital increase Subject : Specifying the purpose of utilizing proceeds Date announced : 26-Jun-2023 Number of additional units (units) : 1,100,000,000 Total of additional units (units) : 1,100,000,000 Par value (baht per unit) : 11.7059 Allocated to : - Existing unitholders via Preferential Public Offering (PPO) Number of additional units (units) (New) : 990,000,000 Ratio (Old : New) (New) : 1 : 0.3855 Tentative subscription price (bath per : The maximum offering price of the Additional Trust Units (the "Maximum Offering Price") will be announced on the CPNREIT's website (www.cpnreit.com) and/or the SET's website (www.set.or.th) within 22 April 2024, provided that the Maximum Offering Price will not exceed Baht 11.20 per unit. unit) (New) Expected Date to be announced final : 29-Apr-2024 subscription price (New) Subscription period (New) : From 23-Apr-2024 to 08-May-2024 Book-closing date for the right to : 05-Apr-2024 subscribe additional investment units/trust units Ex-rights date (XR) : 03-Apr-2024 Allocated to : - Private placement (PP) Tentative subscription price (bath per : The maximum offering price of the Additional Trust Units (the "Maximum Offering Price") will be announced on the CPNREIT's website (www.cpnreit.com) and/or the SET's website (www.set.or.th) within 22 April 2024, provided that the Maximum Offering Price will not exceed Baht 11.20 per unit. unit) (New) Expected Date to be announced final : 29-Apr-2024 subscription price (New) Subscription period (New) : From 23-Apr-2024 to 08-May-2024 Allocated to : - Public offering (PO) Number of additional units (units) (New) : 110,000,000 Tentative subscription price (bath per : The maximum offering price of the Additional Trust Units (the "Maximum Offering Price") will be announced on the CPNREIT's website (www.cpnreit.com) and/or the SET's website (www.set.or.th) within 22 April 2024, provided that the Maximum Offering Price will not exceed Baht 11.20 per unit. unit) (New) Expected Date to be announced final : 29-Apr-2024 subscription price (New) Subscription period (New) : From 23-Apr-2024 to 08-May-2024 Remark (Update) : No. CPNREIT 2024/04001 1 April 2024 Re: Notification of Subscription Ratio and Preliminary Information regarding Issuance and Offering for Sale of Additional Trust Units To: President The Stock Exchange of Thailand CPN REIT Management Company Limited (the "REIT Manager") of CPN Retail Growth Leasehold REIT ("CPNREIT") would like to notify that the Office of the Securities and Exchange Commission of Thailand has approved on 22 March 2024 to the REIT Manager to issue and offer for sale additional trust units of not exceeding 1,100,000,000 units (the "Additional Trust Units"), and that the registration statement and prospectus have become effective since 1 April 2024. Additionally, the REIT Manager would like to inform subscription ratio and preliminary information regarding the issuance and offering for sale of the Additional Trust Units according to the approved version of the registration statement and prospectus. Details of which are as follows: 1. Subscription ratio of the Additional Trust Units The total number of the Additional Trust Units of not exceeding 1,100,000,000 units will be issued and offered for sale as per the details as follows: Portion 1 Not exceeding 990,000,000 units will be issued and offered to eligible existing unitholders of CPNREIT whose names listed in the unitholders register book at book closing date for determining those who are entitled to subscribe for the Additional Trust Units on 5 April 2024 (the "Eligible Unitholders") according to their proportion of unit holding, excluding those who may cause CPNREIT to have obligations under foreign laws (Preferential Public Offering). The subscription ratio herewith is 1 existing unit per 0.3855 Additional Trust Unit. After the allocation of the Additional Trust Units to the Eligible Unitholders, the REIT Manager reserves the right as deems appropriate to allocate the remaining Additional Trust Units to the Eligible Unitholders (which may include Central Pattana and/or its Associated Persons) who express their intention to subscribe for the Additional Trust Units in excess of their subscription rights, at the same time with or after the allocation of Portion 2 below. In the case of any fraction remaining from the allocation of the Additional Trust Units to the Eligible Unitholders, it shall be rounded down to the nearest full number. The preliminary list of countries (as at the latest book closing date on 1 March 2024), in which the right to be allocated the Additional Trust Units is restricted, and for which the REIT Manager will consider whether the said allocation may cause CPNREIT to have obligations under foreign laws (the "Restricted Territories"), is as follows : (1) Canada; (2) Germany; (3) Japan; (4) South Korea; (5) Taiwan; (6) United States; (7) Malaysia; and (8) any other countries in which the allocation of the Additional Trust Units to the existing unitholders of CPNREIT may cause a violation of laws or regulations applicable in foreign countries, by CPNREIT, or result in additional burden or action to be taken by CPNREIT beyond those required by Thai laws. In this regard, the REIT Manager reserves the right to announce the amendment and/or addition to the list of the Restricted Territories on the CPNREIT's website (www.cpnreit.com) and/or the website of the Stock Exchange of Thailand (the "SET") (www.set.or.th), prior to the subscription period of the Additional Trust Units. Portion 2 Approximately 110,000,000 units together with the units remaining after allocation and/or subscription under Portion 1 will be issued and offered for sale under (1) private placement and/or (2) public offering as deemed appropriate and according to relevant regulations, at the same price of the offering units under Portion 1 above. In the case that there are remaining units after offering under Portion 1, the REIT Manager reserves the right as deems appropriate to allocate such remaining Additional Trust Units to the Eligible Unitholders (which may include Central Pattana and/or its Associated Persons) who express their intention to subscribe for the Additional Trust Units in excess of their subscription rights, but are not allocated the Additional Trust Units in full in accordance with their intention. In the case of any fraction remaining from the allocation of the Additional Trust Units to such subscribers, it shall be rounded down to the nearest full number. In any event, the REIT Manager will not allocate Additional Trust Units to any person or their Associated Persons which will cause them to hold more than 50 percent of the total issued trust units. 2. Maximum offering price The maximum offering price of the Additional Trust Units (the "Maximum Offering Price") will be announced on the CPNREIT's website (www.cpnreit.com) and/or the SET's website (www.set.or.th) within 22 April 2024, provided that the Maximum Offering Price will not exceed Baht 11.20 per unit. 3. Final price The REIT Manager will announce the final offering price of the Additional Trust Units (the "Final Price") on the CPNREIT's website (www.cpnreit.com) and/or the SET's website (www.set.or.th) within 29 April 2024, provided that the Final Price will be determined from the survey on demand for purchase of the Additional Trust Units from institutional investors (book building process) In case that the Final Price is lower than the Maximum Offering Price, an underwriter who accepts the subscription money will repay the difference of subscription amount between the Final Price and the Maximum Offering Price to the investors who make the payment for subscription for the Additional Trust Units at the Maximum Offering Price. Payment methods and details of which are set out in the prospectus. 4. Subscription period and channels Portion 1 To offer to eligible existing unitholders whose names are listed in the unitholders register book according to their proportion of unit holding (More details in the attached file) Portion 2 To offer under (1) private placement and/or (2) public offering (More details in the attached file) The REIT Manager reserves the right to amend any pertinent details as appropriate, such as the details about the offering for sale, allocation, and subscription of the Additional Trust Units, including, but not limited to, the book closing date for determining the existing CPNREIT unitholders who are entitled to subscribe for the Additional Trust Units and the subscription ratio for the Additional Trust Units. The REIT Manager also reserves the right to amend and/or add to such list of the Non-Restricted Territories, the Restricted Territories, and the Exempted Offerees based on the book closing date for determining the existing CPNREIT unitholders who are entitled to subscribe for the Additional Trust Units which is scheduled to be on 5 April 2024. In the event of an amendment, the REIT Manager will announce the relevant details on the CPNREIT's website (www.cpnreit.com) and/or the SET's website (www.set.or.th), as considered appropriate. The securities referred herein will be offered for sale according to the rules under the applicable laws and regulations. Please be informed accordingly. Sincerely yours, -Pattamika Pongsurayamas- (Miss Pattamika Pongsurayamas) Chief Executive Officer CPN REIT Management Company Limited ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand has no responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement.