News Detail

Date/Time
06 Dec 2017 20:11:00
Headline
Summary of material information on the investment of Additional Telecom Infrastructure Assets No. 2 and leasing/ sub-leasing parts of such assets
Symbol
DIF
Source
DIF
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                Jortor. 11 - 600455                                                                            December 6, 2017
To    The President
    The Stock Exchange of Thailand
Re:     Summary of material information on the investment of Additional Telecom 
Infrastructure Assets No. 2 and leasing/ sub-leasing parts of such assets
SCB Asset Management Co., Ltd., the Management Company of Digital 
Telecommunications Infrastructure Fund (DIF) (the "Fund"), would like to
disclose the summary of material information on the investment of Telecom
Infrastructure Assets for Additional Investment No. 2 and leasing/ sub-leasing
parts of such assets by the Fund as follows:
1    The investment in the Additional Telecom Infrastructure Assets No. 2
1.1    Detail of the Additional Telecom Infrastructure Assets No. 2
Seller/ Asset and Revenue Transferor and Person leasing assets to the 
Fund    (a)    Asia Wireless Communication Co., Ltd. ("AWC");
(b)    True Move H Universal Communication Company Limited ("TUC");
(c)    True Move Company Limited ("TMV"); and
(d)    True Internet Corporation Company Limited ("TICC")
Nature of the investment made by the Fund    (a)    Right to receive net revenue 
derived from the lease of 149 telecommunications towers and other relevant
passive telecommunications infrastructure (if any) owned by AWC, including
ownership in such telecommunications towers upon fulfilment of terms and
conditions specified in the asset and revenue sale and transfer agreement;
(b)    Ownership in 350 completed and ready-for-operation telecommunications towers
 of TUC;
(c)    Ownership in the fiber optic cables ("FOC") currently used for provision of 
mobile services in provincial areas with distance of 1,113 kilometres (or 62,594
 core kilometres) of TUC;
(d)    Ownership in the core FOC currently used for provision of mobile and 
internet services in Bangkok Metropolitan Area with distance of 542 kilometres
(or 117,147 core kilometres) of TMV; and
(e)    Long-term leasehold of approximately 30 years of FOC currently used for FTTx
system for provision of internet and broadband internet services in Bangkok
Metropolitan Area with distance of 670 kilometres (or 80,014 core kilometres)
from TICC including call option of the FOC for FTTx upon the expiration of the
lease term and fulfillment of terms and conditions specified in the long-term
lease agreement, with the exercise price for the purchase of the ownership in
such assets being Baht 200 million.
Source of Fund    The credit facilities provided by a group of 6 banks and 
financial institutions. The conditions of the credit facilities that the Fund
agreed with the group of banks and financial institutions are relatively 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 investment in Telecom Infrastructure Assets
for Additional Investment No. 2 on November 28, 2017.
Related Person    With respect to the investment in Additional Telecom 
Infrastructure Assets No. 2, (i) AWC, as the seller and transferor of right to
receive net revenue derived from the lease of telecommunications towers, (ii)
TUC, as the seller of telecommunications towers and FOC, (iii) TMV, as the
seller of core FOC and (iv) TICC, as the seller and transferor of long-term
leasehold rights of approximately 30 years in relation to FOC used for FTTx
system are  related persons of the Fund by virtue of the definition of the term
prescribed under the Notification of the Capital Market Supervisory Board No.
TorNor. 1/2554 Re: Rules, Conditions and Procedures for Establishment and
Management of Infrastructure Funds dated 10 January 2011 (as amended) ("TorNor.
1/2554 Notification"), due to the fact that AWC, TUC, TMV and TICC have True
Corporation Public Company Limited ("TRUE") as their major shareholder (i.e. as
of September 15, 2017, TRUE holds (directly and indirectly) 100.00, 100.00,
99.70 and 100.00 per cent of the total number of issued shares of AWC, TUC, TMV
and TICC, respectively); and TRUE is a major unitholder of the Fund (holding
more than 10 per cent of the total issued investment units of the Fund), whereby
as of November 13, 2017, TRUE holds 28.11 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 holds more than 10 per cent of the total issued
shares of the Management Company, that is, 99.99 per cent of total issued shares
of the Management Company; thus, Siam Commercial Bank Public Company Limited is
 a related person of the Fund according to TorNor. 1/2554 Notification.

1.2    The Additional Telecom Infrastructure Assets No. 2 investment date:
November 28, 2017
1.3    Value of Additional Telecom Infrastructure Assets No. 2 made by the Fund:
12,898 Million Baht (including related expenses)
1.4    Appraisal value of the Additional Telecom Infrastructure Assets No. 2 
invested in by the Fund:
Additional Telecom Infrastructure Assets No. 2
Appraisers    Appraised Value Based on the Income Approach According to the Fund's 
Structure
(Million Baht)
Discover Management Company Limited
Appraisal Value as of September 19, 2017    11,995.04 - 12,975.83
Silom Advisory Co., Ltd
Appraisal Value as of September 19, 2017    12,144.90 - 13,173.57

2    Leasing and Sub-leasing parts of the the Additional Telecom Infrastructure 
Assets No. 2
Lessees     TUC and TICC
The Additional Telecom Infrastructure Assets No. 2 leased or sub-leased by the 
Fund    1. The Fund leases the following assets to TUC:
(a)    350 telecommunications tower slots with the area of 700 in total acquired 
from TUC;
(b)    80 per cent of the FOC currently used for provision of mobile services in 
provincial areas with distance of 1,113 kilometres (or 62,594 core kilometres)
acquired from TUC; and
(c)    80 per cent of the Core FOC currently used for provision of mobile and 
internet services in Bangkok Metropolitan Area with distance of 542 kilometres
(or 117,147 core kilometres) acquired from TMV.
2. The Fund sub-leases to the following assets to TICC:
(a)    80 per cent of FOC for FTTx currently used for provision of internet and 
broadband internet services in Bangkok Metropolitan Area with distance of 670
kilometres (or 80,014 core kilometres) leased from TICC.
The terms and conditions for the above lease arrangements are in accordance with
(a) the Amended and Restated TUC Master Lease, Operation and Management
Agreement between TUC and the Fund dated November 24, 2017 (b) the Amended and
Restated TICC Master Lease, Operation and Management Agreement among TICC, TUC
and the Fund dated November 24, 2017 and (c) the Amended and Restated FOC
Sub-Lease, Operation and Management between TICC and the Fund dated November 24,
 2017.
Rental rate    1. With respect to telecommunications towers acquired as part of the
Additional Telecom Infrastructure Assets No. 2, from the effective date of
Additional Investment No. 2 onwards, the rental rates are divided into 3 types
as listed below:
(a)    Type I: ground-based towers: Baht 14,626 per month per slot;
(b)    Type II: rooftop-based towers: Baht 13,359 per month per slot; and
(c)    Type III: IBC/DAS: Baht 22,687 per month per slot,
provided that TUC is entitled to the following founder tenant rental rates so 
long as not less than 50 percent of the Fund's net cash generated from the
Telecom Infrastructure Assets are from True Group:
(a)    Type I: ground-based towers: Baht 10,969.50 per month per slot;
(b)    Type II: rooftop-based towers: Baht 10,019.25 per month per slot; and
(c)    Type III: IBC/DAS: Baht 17,015.25 per month per slot.
2. With respect to FOC in relation to the Additional Telecom Infrastructure 
Assets No. 2, the rental rates are as follows:
(a)    TUC FOC for Additional Investment No. 2: Baht 350 per month per core 
kilometres, whereby the annual net rental revenue for the FOC that the Fund will
receive will be calculated based on the above rate less a discount at the rate
of Baht 12 million per annum;
(b)    True Move Core FOC for Additional Investment No. 2: Baht 350 per month per 
core kilometres, whereby the annual net rental revenue for the FOC that the Fund
will receive will be calculated based on the above rate less a discount at the
rate of Baht 6 million per annum; and
(c)    TICC FOC for FTTx for Additional Investment No. 2: Baht 350 per month per 
core kilometres, whereby the annual net rental revenue for the FOC that the Fund
will receive will be calculated based on the above rate less a discount at the
rate of Baht 7 million per annum.
Related person    TUC, as lessee of telecommunications tower slots, FOC and Core 
FOC and TICC, as sub-lessee of FOC are related persons of the Fund by virtue of
the definition of the term prescribed under TorNor. 1/2554 Notification, due to
the fact that TUC and TICC have TRUE as their major shareholders i.e. as of
September 15, 2017, TRUE holds (directly and indirectly) 100.00 per cent of the
total number of issued shares of TUC and TICC; and TRUE is a major unitholder of
the Fund, whereby as of November 13, 2017, TRUE holds 28.11 per cent of the
total issued investment units of the Fund.

Please be informed accordingly.

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


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