News Detail

Date/Time
10 Mar 2015 17:30:00
Headline
Summary of material information on the 1st additional investment
Symbol
DIF
Source
DIF
Full Detailed News
Download Full Detailed News
                Acquisition and disposition of assets


Jortor.11- 580135                            March 10, 2015

To    The President
    The Stock Exchange of Thailand

Re:     Summary of material information on the 1st additional telecommunications 
infrastructure business assets investment and sub-leasing part of the Leased
Property by TRUE Telecommunications Growth Infrastructure Fund

SCB Asset Management Co., Ltd., the Management Company of TRUE 
Telecommunications Growth Infrastructure Fund (the "Fund"), would like to
disclose the summary of material information on the 1st additional
telecommunications infrastructure business assets investment and sub-leasing
part of the Leased Property by the Fund as follows:

1. The 1st additional telecommunications infrastructure business assets 
investment
1.1    Detail of the 1st additional telecommunications infrastructure business 
assets investment:
Seller/ Asset and Revenue Transferor and Person leasing assets to the Fund    Asia 
Wireless Communication Co., Ltd. ("AWC")
Nature of the investment made by the Fund
    (1) The right to receive net revenue derived from the lease of 
telecommunications infrastructure business assets of Asia Wireless Communication
Co., Ltd. ("AWC"), 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; and
(2) 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 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 lease agreement with AWC.
Source of Fund    The credit facilities to be provided by a group of 5 banks and 
financial institutions. The conditions of the credit facilities that the Fund
agreed with the group of banks and financial institutions are quite similar to
those of credit facilities offered to most creditworthy major borrowers of
commercial banks in Thailand and are in accordance with the same commercial
terms as those an ordinary person would agree with any unrelated counterparty
under the similar circumstances (arm's length terms) with the bullet repayment
date which is 5 years from the drawdown date.
The Fund has withdrawn the credit facilities from the group of banks and 
financial institutions to make the 1st additional telecommunications
infrastructure business assets investment on 6 March 2015.
Related Person    Asia Wireless Communication Co., Ltd. or AWC; as the seller and 
the transferor of the right to receive revenue and assets, and the person
leasing the telecommunications infrastructure business assets for additional
investment no. 1 to the Fund, is a related person of the Fund according to the
Notification of the Capital Market Supervisory Board No. ThorNor. 1/2554 Re:
Rules, Conditions and Procedures for Establishment and Management of
Infrastructure Funds dated 10 January 2011 (as amended) ("TN. 1/2554
Notification") because True Corporation Public Company Limited ("TRUE") is the
major shareholder of AWC (either directly or indirectly), while TRUE is the
major unitholder of the Fund which holds more than 10 per cent of the total
issued investment units of the Fund.
Remark:
- One of the credit facilities providers to the Fund is Siam Commercial Bank 
Public Company Limited which is a related person of the Fund according to TN.
1/2554 Notification because Siam Commercial Bank Public Company Limited and its
connected person (which is SCB Life Assurance Public Company Limited) hold
investment units in an aggregate amount that exceeds 10 per cent of the total
issued investment units of the Fund. Siam Commercial Bank Public Company Limited
also holds more than 5 (five) per cent of total issued shares of the Management
 Company; and
- Telecom Asset Management Company Limited ("TAM"), as the Telecom Asset Manager
with duties to provide certain administrative and other services to the Fund,
is a related person of the Fund according to TN. 1/2554 Notification because
TRUE is the major shareholder of TAM (either directly or indirectly), while TRUE
is a major unitholder of the Fund which holds more than 10 per cent of the
total issued investment units of the Fund.


1.2.     The 1st additional telecommunications infrastructure business assets 
investment date: March 6, 2015
1.3.    Value of the 1st additional infrastructure business assets investment made 
by the Fund: 13,100 Million Baht (including related expenses)
1.4.     Appraisal value of the telecommunications infrastructure business assets 
for additional investment no. 1 made by the Fund:
Assets for Additional Investment No. 1 Made by the Fund

Appraisers
    Appraised Value Based on the Income Approach According to the Fund's Structure
(Million Baht)
Capital Plus Advisory Co., Ltd.
Appraisal Value as of  January 26, 2015    15,797 - 18,832
Silom Advisory Co., Ltd
Appraisal Value as of  January 26, 2015    16,903 - 18,112



2.     Sub-leasing part of the 1st additional telecommunications infrastructure 
business assets
Sub-lessee    True Universal Convergence Company Limited ("TUC")
The 1st additional telecommunications Infrastructure business assets partially 
sub-leased by the Fund    Part of fiber optic cables (FOC) of AWC for additional
investment no. 1 made by the Fund of approximately 197,240 core kilometres,
representing approximately 65% of the AWC FOC for additional investment no. 1
made by the Fund
Rental rate    (1) for the Sub-Leased Property of up to 213,818 core kilometres: 
the rental rate is Baht 350 per month per core kilometres; and
(2) for the Sub-Leased Property in excess of 213,818 core kilometres to 303,453 
core kilometres: the rental rate Baht 1,100 per month per core kilometres.
The annual net rental revenue for the Sub-Leased Property that the Fund will 
receive will be calculated based on the above rate less a discount at the rate
of Baht 88 million per annum
Term of the sub-lease, operation and management    From 6 March 2015 to 7 December 
2026 (equal to the term of TUC's license)
In addition, upon the due date of the initial rental on 7 December 2026, if the 
terms and conditions in the FOC Sub-Lease, Operation and Management Agreement
for the 1st additional investment are fulfilled, TUC will agree to lease (or
designate any other True Group entity to be the lessee as agreed by the Fund)
part of the AWC FOC for Additional Investment No. 1 of approximately 197,240
core kilometres for an extended period of 10 year or equal to the term of TUC's
license for telecommunications business, broadband type (whichever the period is
 shorter).
Related person    True Universal Convergence Company Limited  or TUC is, as the 
lessee of a part of the 1st additional telecommunications infrastructure
business assets from the Fund, a related person of the Fund according to the
definition thereof as prescribed in TN. 1/2554 Notification because TRUE is the
major shareholder of TUC (either directly or indirectly), while TRUE is a major
unitholders of the Fund which holds more than 10 per cent of the total issued
investment units of the Fund.

Please be informed accordingly.

Yours faithfully,
TRUE Telecommunications Growth Infrastructure Fund
By SCB Asset Management Company Limited




(Ms. Pijittra Trirattanathada)
Senior Vice President, Property and Infrastructure Investment Group
______________________________________________________________________
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.