News Detail

Date/Time
05 Feb 2015 21:13:00
Headline
Closing Date for Unitholder's Meeting for investment in additional assets (Additional 2)
Symbol
DIF
Source
DIF
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                Acquisition and disposition of assets

General Characteristics of the Transaction
The Fund will use the proceeds obtained from credit facilities to be provided by
the group of lenders to fund the investment in the additional
telecommunications infrastructure business assets, which comprise: (a) long-term
leasehold with a term of not exceeding 20 years of certain telecommunications
infrastructure business assets of AWC which comprise fiber optic cables (FOC)
for a distance of approximately 7,981 kilometres (or approximately 303,453 core
kilometres), including call option to purchase such assets upon the fulfillment
of conditions to be determined in the long-term asset lease agreement with the
exercise price for the purchase of the ownership in such assets being Baht 500
million; and (b) the right to receive net revenue derived from the lease of
certain telecommunications infrastructure business assets of AWC which comprise
telecommunications towers of approximately 338 towers and other relevant passive
telecommunications infrastructure (if any) owned by AWC and ownership in such
assets upon the fulfillment of conditions to be determined in the asset and
revenue sale and transfer agreement, provided that the total investment value of
not exceeding Baht 14,000 million (fourteen thousand million Baht) (including
expenses for acquiring the telecommunications infrastructure business assets,
e.g., taxes, counsel fees, lawyer fees, etc.). The details of the additional
telecommunications infrastructure business assets to be invested by the Fund are
 as follows:
The details of the additional telecommunications infrastructure business assets 
to be invested by the Fund:
(3.1)    Long-term leasehold of AWC's telecommunications infrastructure business 
assets:
The Fund will consider investing in the long-term leasehold with a term of not 
exceeding 20 years of AWC's telecommunications infrastructure business assets,
which comprise fiber optic cables (FOC) for a distance of approximately 7,981
kilometres (or approximately 303,453 core kilometres), including call option of
the FOC upon the expiration of the term of the long-term leasehold and
fulfillment of other conditions to be determined in the long-term asset lease
agreement with the exercise price for the purchase of the ownership in such
assets being Baht 500 million. The Fund will enter into the long-term asset
lease agreement with AWC; and
(3.2)    Right to receive net revenue derived from the lease of AWC's 
telecommunications infrastructure business assets
The Fund will consider investing in the right to receive net revenue derived 
from the lease of AWC's telecommunications infrastructure business assets, which
comprise telecommunications towers of approximately 338 towers and other
relevant passive telecommunications infrastructure (if any) owned by AWC,
comprising the net revenue to be generated from and including 1 March 2015 (or
other date as agreed upon by the Fund and AWC) until the expiry date of the
lease agreement of additional AWC telecommunications towers between AWC and BFKT
(Thailand) Limited ("BFKT"), as amended, ("AWC Leasing Agreement"), including
ownership in such telecommunications towers and other related passive
telecommunications infrastructure (if any) owned by AWC, following the expiry
date of the AWC Leasing Agreement and fulfillment of other conditions to be
determined in the asset and revenue sale and transfer agreement. The Fund will
enter into the asset and revenue sale and transfer agreement with AWC.
The additional telecommunications infrastructure business assets to be invested 
by the Fund are collectively referred to as the "Additional Telecom
Infrastructure Assets"

Transaction Size and Total Consideration Value
The total investment value of the Additional Telecom Infrastructure Assets will 
not exceed Baht 14,000 million (fourteen thousand million Baht) to be paid by
cash and/or cheque and/or money transfer to bank account. The investment value
will not exceed the lowest of the appraised prices appraised by two independent
appraisers appointed by the Fund to appraise the value of the Additional Telecom
Infrastructure Assets, which are Capital Plus Advisory Company Limited and
Silom Advisory Company Limited.
The investment in the Additional Telecom Infrastructure Assets above is an entry
into a transaction with a related person to acquire the additional
telecommunications infrastructure business assets. The total size of the
transaction calculated under Clause 3 is more than 3 per cent of the net asset
value of the Fund as of 31 December 2014 which is amounted to Baht
72,113,243,596.89 (seventy-two thousand one hundred thirteen million two hundred
 forty-three thousand five hundred and ninety-six Baht eighty-nine Satang).

Value of the Additional Telecom Infrastructure Assets to be invested by the Fund
The total value of the Additional Telecom Infrastructure Assets to be invested 
by the Fund will not exceed Baht 14,000 million (fourteen thousand million Baht)
and will not exceed the lowest of the appraised prices appraised by the two
independent appraisers appointed by the Fund to appraise the value of the
Additional Telecom Infrastructure Assets . As of 26 January 2015,Capital Plus
Advisory Company Limited has appraised the value of the Additional Telecom
Infrastructure Assets by applying the income approach which is the discounted
cash flow method (DCF), and the appraised value is in the range of Baht 15,797
million to Baht 18,832 million. As of 26 January 2015, Silom Advisory Company
Limited has appraised the value of the Additional Telecom Infrastructure Assets
by applying the income approach which is the discounted cash flow method (DCF),
and the appraised value is in the range of Baht 16,903 million to Baht 18,112
million. The lowest of the appraised prices appraised by the two independent
appraisers is Baht 15,797 (fifteen thousand seven hundred and ninety-seven
million Baht).

Criteria for Determination of Consideration Value
The price to be paid by the Fund for this investment in the Additional Telecom 
Infrastructure Assets is determined by the appraised prices appraised by the two
independent appraisers. The investment value of the Additional Telecom
Infrastructure Assets will not exceed the lowest of the appraised prices
appraised by the two independent appraisers to be appointed by the Fund to
appraise the value of the Additional Telecom Infrastructure Assets.
______________________________________________________________________
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