News Detail

Date/Time
23 Mar 2021 17:16:00
Headline
Notification of Resolutions of the Real Estate Investment Committee on the Acquisition of Additional Assets, and the Schedule for the Date of the Annual General Meeting of Trust Unitholders (Revised)
Symbol
B-WORK
Source
B-WORK
Full Detailed News
Download Full Detailed News
                Schedule of investment unitholders' meeting/trust unitholders' meeting

Subject                                  : Schedule of trust unitholders' 
meeting
Meeting Type                             : Annual General Meeting
Date announced                           : 17-Mar-2021
Meeting date of unitholders              : 27-Apr-2021
Beginning time of meeting (h:mm)         : 13 : 30
Record date for the right to attend the  : 31-Mar-2021
meeting
Ex-meeting date                          : 30-Mar-2021
Significant agenda item                  :
  - Connected Transaction
  - Capital Increase
  - Acquisition or Disposition of Assets
Venue of the meeting (Update)            : Crowne Ballroom, Crowne Plaza Bangkok
Lumpini Park, No. 4, Rama IV Road, Maha Phruttharam Subdistrict, Bang Rak
District, Bangkok 10500, and via electronic meeting.
______________________________________________________________________

Capital increase

Subject                                  : Capital increase
Date announced                           : 17-Mar-2021
Allocated to                             : - Unitholders
Allocated to                             : - Public offering
Remark (Update)                          :
1.    Increase of capital
The REIT Manager wishes to increase B-WORK's capital by issuing up to 86,500,000
additional trust units for sale, which, when combined with the REIT's existing
trust units of 368,800,000 units, will result in a total of up to 455,300,000
trust units issued by B-WORK.
The capital raised from the capital increase will be used for REIT's acquisition
of the Bangkok Business Center project (the "Additional Assets (No. 1)"). For
this purpose, B-WORK will also obtain long-term/short-term loan of not exceeding
THB 1,000 million; and/or issue and offer for sale the debentures of not
exceeding THB 1,920 million (THB 920 million will be used to repay existing
loans and the other THB 1,000 million will be used for acquisition of the
Additional Assets (No. 1)), provided that the combined amount of loan and
debentures' value will result in the interest-bearing debt of not exceeding THB
1,920 million, post-acquisition, and the REIT's total investment value for the
acquisition of the Additional Assets (No. 1) will not exceed THB 1,550 million
(excluding taxes, fees, and relating expenses), which is approximately 6.97 per
cent higher than the lowest appraised value of the Additional Assets (No. 1)
rendered by the qualified appraisers under the criteria of the Office of the
Securities and Exchange Commission (the "SEC Office").
2.    Offering and allotment of additional trust units
2.1    Details regarding allotment of additional trust units
The REIT Manager expects to allot the additional trust units of not exceeding 
86,500,000 units in two portions, as follows:
Portion 1     Not less than 50 per cent of the total trust units to be issued and 
offered for sale in this round will be allotted and offered to the existing
trust unitholders whose names are shown in the trust unitholders register in
proportion to the number of trust units held by them ("Right Offering"); or
allotted and offered to the existing trust unitholders whose names are shown in
the trust unitholders register in proportion to the number of trust units held
by them, but not to any trust unitholders that may cause the REIT to have
obligations under foreign laws ("Preferential Public Offering"), including but
not limited to the laws of the following countries: 1) Belgium, 2) Canada, 3)
China, 4) Japan, 5) France, 6) Switzerland, 7) Sweden, and 8) United Kingdom.
The list is based on the latest information shown in the trust unitholders
register as of the book closing date on 30 December 2020. The REIT Manager
reserves the right to amend and/or add the list of the countries, which shall be
 notified on the website of the Stock Exchange of Thailand.
The existing trust unitholders may express their intention to subscribe 
additional trust units proportionately to their unitholding ratio, or
oversubscribe, or undersubscribe, or waive the rights to subscribe any
additional trust units. After the allotment of this portion to the existing
unitholders in proportion to their right, the REIT Manager and the underwriters
may allot the remaining trust units to the trust unitholders who express their
intention to oversubscribe as appropriate, at the same time with or after the
allotment of the trust units in portion 2.
Any fraction of the number of trust units to be allotted to the existing trust 
unitholders via right offering shall be rounded down to the closest integer
number.    
Portion 2     The remaining trust units after the offering of those in portion 1 
shall be allotted and offered to the public ("Public Offering") as appropriate,
in accordance with the Notification of the Capital Market Supervisory Board No.
TorThor. 27/2559 re: Rules, Conditions, and Procedures for Securities
Underwriting (as amended) and relevant notifications.
If there are remaining trust units after the public offering, the REIT Manager 
and the underwriters reserve the right to allot the remaining trust units to the
subscribers, who are entitled to the subscription rights for portion 1's units
and expressed their intention to oversubscribe, as they deem appropriate, at the
 same time with or after the allotment of the trust units in portion 2.
2.2     Action to be taken if there is fraction of trust units to be subscribed
Any fraction of the number of trust units to be allotted to existing trust 
unitholders via right offering shall be rounded down to the closest integer
number.
3.    Schedule for the date of the trust unitholders' meeting to approve the 
capital increase and allotment of additional trust units
The 2021 Annual General Meeting of Trust Unitholders of B-WORK is scheduled to 
be held on 27 April 2021, at 1.30 p.m. at Crowne Ballroom, Crowne Plaza Bangkok
Lumpini Park, No. 4, Rama IV Road, Maha Phruttharam Subdistrict, Bang Rak
District, Bangkok 10500, and the record date for determining trust unitholders
who are eligible to attend the 2021 Annual General Meeting of Trust Unitholders
of B-WORK is 31 March 2021.
In this regard, due to uncertainty concerning COVID-19 situation in Thailand, 
the Real Estate Investment Committee of the REIT Manager deemed it appropriate
to hold an electronic meeting for the meeting of trust unitholders (E-AGM), as
an alternative for trust unitholders, all in accordance with the relevant laws
and regulations on electronic meeting. The registration methods, attendance, and
proxy appointment for the electronic meeting of trust unitholders' meeting
shall be specified in the invitation to the 2021 Annual General Meeting of Trust
 Unitholders of B-WORK, which shall be delivered to the trust unitholders.
4.    Approval of capital increase / allotment of additional trust units by the 
relevant governmental agency(ies) and the conditions thereto (if any)
Upon receipt of the approval from the trust unitholders' meeting of B-WORK to 
increase its capital and acquire the Additional Asset (No. 1), the REIT Manager
will apply for the SEC Office's approval for the REIT's issuance and offering
for sale of the trust units by submitting the registration statement and the
draft prospectus of the REIT accordingly.
5.    Objectives of the capital increase and the use of capital raised from the 
capital increase
For acquisition of the Additional Assets (No. 1), payment of the relevant costs 
and expenses, and/or to be used as the REIT's working capital.
6.    Benefits the REIT will receive from the capital increase and allotment of 
additional trust units
To increase the number of assets in B-WORK's portfolio to diversify the REIT's 
investment risks, and increase the REIT's opportunity to generate higher income
via new investment, and enhance the REIT's competitiveness to invest in
potential assets. The increase in the number of trust units will also enhance
the REIT's market liquidity to trade on the Stock Exchange of Thailand.
7.    Benefits the trust unitholders will receive from the capital increase and 
allotment of additional trust units
An increase in the size of the REIT makes the REIT attractive to investors. The 
REIT Manager also expects that this will enhance the REIT's liquidity to trade
in secondary market, and diversify the REIT's risks by allowing the REIT to
generate income via the new investment assets.
8.    Other necessary details for trust unitholders to approve the capital increase
 / allotment of additional trust units
- None -
9.    Timeline for steps to be taken for the capital increase and allotment of 
additional trust units
9.1    The record date for determining trust unitholders that are eligible to 
attend the 2021 Annual General Meeting of Trust Unitholders of B-WORK is 31
March 2021.
9.2    The 2021 Annual General Meeting of Trust Unitholders of B-WORK is scheduled 
to be held on 27 April 2021, at 1.30 p.m. at Crowne Ballroom, Crowne Plaza
Bangkok Lumpini Park, No. 4, Rama IV Road, Maha Phruttharam Subdistrict, Bang
Rak District, Bangkok 10500, and via electronic meeting.
______________________________________________________________________

Acquisition or disposition of assets

1.    Transaction date
    After obtaining the approval from trust unitholders' meeting of Bualuang Office
Leasehold Real Estate Investment Trust ("REIT") for the acquisition of land,
buildings, component parts, and M&E systems of Bangkok Business Center project
("Additional Assets (No. 1)") and other relevant arrangements, and after
completion of the REIT's issuance and offering of additional trust units for
sale for acquisition of the Additional Assets (No. 1) ("First Capital
Increase"), and the contractual parties have fulfilled the conditions precedent
under the agreements for the acquisition of Additional Assets (No. 1) and other
relevant agreements.

2.    Relevant parties and their relationship with the REIT and the REIT Manager
The REIT will acquire the Additional Assets (No. 1), by entering into agreements
relating to the acquisition of the Additional Assets (No. 1) with a subsidiary
of Principal Capital Public Company Limited (the "Property Owner") who is the
owner of land, buildings, and M&E systems of Bangkok Business Center project ,
on the transaction date.
        The Property Owner has no relationship or conflict of interest with the REIT, 
and is not a related person of the REIT Manager.

3.    General description of the transaction
        The REIT will directly invest in and acquire ownership of the Additional 
Assets (No. 1) from the Property Owner, including ownership of land, buildings,
component parts, and M&E systems of Bangkok Business Center project ("BBC
Project"). The REIT will enter into agreements relating to the acquisition of
the Additional Assets (No. 1) with the Property Owner  who is the owner of the
properties, on the transaction date. In addition, any Property Owner's rights
and obligations under the lease and service agreements and/or other agreements
(if any) relating to business operation of the Additional Assets (No. 1),
including rent deposit, management deposit, and other properties relating to the
Additional Assets (No. 1), will be assigned to the REIT. The investment value
of the Additional Assets (No. 1) will not exceed THB 1,550 million (exclusive of
VAT, transfer fee, special business tax, and other related fees and expenses),
which will be paid to the Property Owner in full on the transaction date, and
will be funded by the capital raised from the REIT's issuance and offering of
additional trust units for sale, loan from financial institutions, and/or the
issuance and offering of debentures.
        The final price for the acquisition of the Additional Assets (No. 1) will be 
conditional upon the agreement between the REIT Manager and the Property Owner,
and on the final offering price of the trust units, which will be based on the
price of the trust units in the secondary market at the period when the final
offering price is announced, and/or based on the book building results which
will depend on various factors, such as condition of money market and capital
market, and the offering of other financial products at the time, etc.

4.    Details of the Additional Assets (No. 1)
The REIT will invest in the Additional Assets (No. 1), the details of which are 
as follows:
(1)    Land
Two plots of land, which is the current location of Bangkok Business Center 
building, in Phra Khanong Subdistrict (No. 11 Phra Khanong Nuea), Phra Khanong
District, Bangkok, having the total area, as shown in the title deeds, of 1 rai,
 3 ngan, 9 square wah.
(2)    Building
Bangkok Business Center building, a 30-storey office building, with one-storey 
basement. The building was first opened for a business operation in 1995, and
has the gross floor area (GFA) of approximately 37,089 square metres, with the
net leasable area (NLA) of approximately 17,480 square metres, consisting of the
office spaces and retail spaces for lease, and 283 parking spaces in the
building.
(3)    Ownership of other buildings and assets which are component parts of the 
land and building, equipment, tools, M&E systems, and other assets which are
related to and necessary for the use and business operation of the land and
building of Bangkok Business Center project. M&E systems consist of
air-conditioning system, electric system, sanitary system, communication system,
elevator system, security system, fire protection and extinguishing system, and
 car parking system.

5.    Transaction size
Details of the transaction size calculated based on the requirements under the 
Assets Acquisition or Disposal Notification, based on the audited financial
statements of the REIT, as of 31 December 2020,
Not exceeding 31.06 per cent
The acquisition of the Additional Assets (No. 1) constitutes an asset 
acquisition. According to the Assets Acquisition or Disposal Notification, the
total size of the transaction must be calculated altogether, including any asset
acquisition transactions completed within the past six months. By using the
consideration method, the highest size of the transaction will be approximately
not exceeding 1,550 million Baht (exclusive of VAT, transfer fees, special
business tax, and other related fees and expenses), or approximately not
exceeding 31.06 per cent of the total assets of the REIT, according to the
audited financial statement as of 31 December 2020, which, according to the
trust deed of the REIT, an acquisition or a disposal of asset with the value of
exceeding 30 per cent of the total assets of the REIT must be approved by the
trust unitholders' meeting.
 
6.    Value of assets to be acquired
        The REIT Manager has appointed two asset appraiser companies, namely, Jones 
Lang LaSalle (Thailand) Limited ("JLL") and C.I.T. Appraisal Co., Ltd. or
Colliers International Thailand ("Colliers") (collectively referred to as the
"Appraisers"), which are the qualified appraisers under the criteria of the
Office of the Securities and Exchange Commission (the "SEC Office") to conduct
valuation of the Additional Assets (No. 1)
The Appraisers used income approach to conduct valuation of the Additional 
Assets (No. 1), which is based on the Additional Assets (No. 1)'s ability to
generate cash flow in the future, using the estimated future cash flow stream
discounted by the appropriate discount rate to reflect the investment risks. The
REIT Manager was of an opinion that this method is appropriate as it reflects
the assets' ability to generate cash flow based on rental fees and service fees
collected from both office and retail components, income from parking spaces,
and other incomes, discounted by the relevant costs and expenses. Therefore, the
REIT Manager opined that the use of discounted cash flow (DCF) analysis to find
the present value of expected future cash flows of the assets is appropriate
and suitable for the proposed transaction, as it supports the future cash flow
estimation and reflects the investment risks using the discount rate.
        The transaction size of the proposed acquisition of the Additional Assets (No.
1) is not exceeding THB 1,550 million in total (exclusive of VAT, transfer
fees, special business tax, and other related fees and expenses), which is
approximately 6.97 per cent higher than the lowest appraised value rendered by
the Appraisers. The REIT Manager was of an opinion that the investment value is
reasonable for trust unitholders, both in term of rate of return and investment
risks, considering several factors e.g. rental income rate, location of the
assets, past performance of the assets, and rental growth rate.

7.    Criteria for determining the consideration value
        The investment value of the Additional Assets (No. 1) will be considered based
on rental income rate, location of the assets, past performance of the assets,
potential growth rate of rental and service income, and investment risks of the
assets, including the appraised value of the assets shown in the appraisal
reports issued by the Appraisers.

8.    Potential benefits from the acquisition of the Additional Assets (No. 1)
        The REIT's proposed acquisition of the Additional Assets (No. 1) would 
potentially help maintain the approximate distribution per unit (DPU) rate of
the trust unitholders in the next approximate 12 months at the same or higher
level, compared with the scenario where there is no acquisition of the
Additional Assets (No. 1). Additionally, it would help diversify the REIT's
investment risks, increase the average period of REIT's investment, and enhance
the REIT's opportunity and stability to generate more income to trust
unitholders.
?
9.    Sources of funds for the acquisition of the Additional Assets (No. 1)
            Sources of funds for the acquisition of the Additional Assets (No. 1) 
consists of 1) capital rasied from the issuance and offering of trust units for
sale; 2) long-term/short-term loan from financial institutions; and/or 3)
issuance and offering of the debentures by the REIT.

10.    Approval of the transaction
The transaction requires an approval of the trust unitholders' meeting with an 
affirmative vote of not less than three-fourths of the total votes of all trust
unitholders attending the meeting and having the right to vote. In counting
votes, the votes of the trust unitholders who have special interest in the
matter will not be counted. To form the quorum, at least 25 trust unitholders or
half of the total number of the trust unitholders, representing, in aggregate,
not less than one-third of the total trust units sold, must be present.

11.    Opinion of the Board of Directors of the REIT Manager regarding the proposed
 transaction
        The Real Estate Investment Committee of BBL Asset Management Company Limited, 
as the REIT Manger, resolved in its meeting on 17 March 2021 to approve the REIT
Manager' entering into the transaction to acquire the Additional Assets (No.
1). The committee is of the view that the transaction is rational and beneficial
for the trust unitholders and expects that the acquisition of the Additional
Assets (No. 1) will help maintain the approximate distribution per unit (DPU)
rate of the trust unitholders in the next approximate 12 months to be at the
same level or higher, compared with the scenario where there is no acquisition
of the Additional Assets (No. 1). Additionally, it would help diversify the
REIT's investment risks, increase the average period of REIT's investment, and
enhance the REIT's opportunity and stability to generate more income to trust
unitholders.

12.    Opinion of the independent directors and/or directors of the REIT Manager 
that differs from the opinion of the Board of Directors of the REIT Manager
None.

13.    Previous connected transactions
None.

14.    Summary of financial information of the REIT
Please see the attachment.
______________________________________________________________________

Connected transaction


1.    Transaction date
After obtaining the approval from the trust unitholders' meeting of Bualuang 
Office Leasehold Real Estate Investment Trust (the "REIT") for the loan
transaction between the REIT and the related person of the REIT Manager and
other relevant arrangements, and after obtaining the approval from the Office of
the Securities and Exchange Commission (the "SEC Office") for the REIT's
issuance and offering of additional trust units for sale for the acquisition of
the additional assets (No. 1) (the "First Capital Increase"); and the
contractual parties have fulfilled the conditions precedent under the loan or
credit facilities agreements and other relevant agreements.

2.    Relevant parties and their relationship with the REIT and the REIT Manager
The REIT will acquire the additional assets (No. 1), using a loan from financial
institutions as one part of source of funds. The REIT may enter into the loan
agreement with financial institution, which is a related person of the REIT
Manager under the relevant laws and regulations. This includes Bangkok Bank
Public Company Limited, which is a major shareholder of the REIT Manager,
directly holding 75 percent of the total shares issued by the REIT Manager.

3.    Nature of interests of the related person of the REIT Manager
The REIT may obtain loan from financial institution, which is a related person 
of the REIT Manager, for the acquisition of the additional assets (No. 1),
payment of relevant costs and expenses, and/or to be used as working capital for
the REIT's management and operation. In addition, the REIT may place collateral
 in favor of the related person of the REIT Manager.
Furthermore, the REIT Manager may consider appointing Bangkok Bank Public 
Company Limited, which is a related person of the REIT Manager, as a financial
advisor and/or an underwriter for the additional trust units to be issued in the
First Capital Increase, and/or an underwriter for the debentures of the REIT.
The size of the transaction, calculated from the aggregate fees, is not over
1.50 per cent of the net assets value of the REIT, making the proposed
transaction a medium-size transaction (over 0.03 per cent but not over 3.00
percent of the net assets value), which can be carried out with an approval from
the Trustee and the Real Estate Investment Committee of the REIT Manager. In
case of Bangkok Bank Public Company Limited, which is a related person of the
REIT Manager, is appointed as a financial advisor and/or an underwriter, the
REIT Manager will disclose the transaction via SET accordingly.

4.    General description of the transaction
The REIT will acquire the additional assets (No. 1), using a 
long-term/short-term loan of not exceeding THB 1,000 million from financial
institutions as one part of source of funds. The REIT may obtain loan from
financial institution which is a related person if the REIT Manager (in which
case, the REIT Manager shall comply with the relevant rules and regulations),
and may place collateral in favor of the related person of the REIT Manager, for
acquisition of the additional assets (No. 1), payment of the relevant costs and
expenses, and/or to be used as working capital for the REIT's management and
operation, and/or working capital.

5.    Conditions of the loan
The long-term/short term loan of not exceeding THB 1,000 million shall be used 
for the acquisition of the additional assets (No. 1) by the REIT, payment of the
 relevant costs and expenses, and/or REIT's working capital.

6.    Size of the transaction and the total value of consideration
The loan for an acquisition of the additional assets (No. 1) will not exceed THB
1,000 million, which will incur interest and fees payable to the lender of
approximately not exceeding THB 335.39 million (calculated based on the MLR
announced by BBL as of 15 March 2021 (www.bot.or.th), or equivalent to the
transaction size of 8.71 per cent of the net assets value of the REIT, which is
over 3.00 per cent of the net assets value of the REIT (The net assets value of
the REIT as of 31 December 2020 is equivalent to THB 3,849 million), which
requires an approval from the trust unitholders' meeting of the REIT. The
interest rate, payment of interest, and delivery of collateral required therefor
will be as agreed by the REIT Manager and the lender, which will be disclosed
in the registration statement for the trust units offering and the prospectus
for offering of the trust units for the First Capital Increase of the REIT
accordingly.

7.    Criteria for determining the consideration value
The conditions of the loan, including interest rate, repayment of interest, and 
delivery of collateral required therefor, are reasonable and will not cause any
disadvantage to the REIT, and the conditions under the relevant agreements are
made on an arm's length basis. The transaction costs and expenses charged to the
REIT are fair and reasonable, considering the REIT's ability to pay interest
and repay loan, loan terms, collaterals, creditor seniority, past interest rate
charged to the REIT, and interest rate charged to other borrowers. The proposed
transaction will be proceeded, by taking into account the benefits of the REIT
and the trust unitholders as priority.

8.    Potential benefits from the loan
Obtaining loan to fund the acquisition of the additional assets (No. 1) will 
benefit the trust unitholders, as it improves efficiency in the REIT's financial
management structure, given the loan incurs less financial costs to the REIT
(Cost of Debt), compared to the cost of equity, which will help maintain the
rate of return of the REIT at an appropriate level. Moreover, the proposed loan
transaction between the REIT and the related person of the REIT Manager neither
creates any conflict of interest nor causes any disadvantages to the REIT, as
the transaction is done on an arm's length basis.
In this regard, the REIT Manager is still seeking financial support from other 
financial institutions, other than the related person of the REIT Manager.

9.    Approval of the transaction
As the proposed transaction is a connected transaction with the related person 
of the REIT Manager, with a size of the transaction over 3.00 percent of the net
assets value of the REIT, the transaction requires an approval of the trust
unitholders' meeting with an affirmative vote of not less than three-fourths of
the total votes of all trust unitholders attending the meeting and having the
right to vote, according to the trust deed of the REIT. In counting votes, the
votes of the trust unitholders who have special interest in the matter will not
be counted. In forming a quorum of the meeting, at least 25 trust unitholders or
half of the total number of the trust unitholders, representing, in aggregate,
not less than one-third of the total trust units sold, must be present.

10.    Opinion of the Board of Directors of the REIT Manager regarding the proposed
 transaction in comparison with the third-party transaction
The Real Estate Investment Committee of the REIT Manager is of the opinion that 
obtaining loan for the acquisition of the additional assets (No. 1) will benefit
trust unitholders, as it incurs less financial costs to the REIT, compared to
the fundraising by issuance and offering of additional trust units to cover the
entire amount required. This will help maintain the rate of return of the REIT
at an appropriate level. In addition, the Real Estate Investment Committee of
the REIT Manager has also considered the key conditions of the loan agreement
between the REIT and the related person of the REIT Manager.  The Real Estate
Investment Committee of the REIT Manager opined that the proposed transaction
that the REIT will obtain loan from the related person of the REIT Manager will
not constitute a conflict of interest or cause any disadvantages to the REIT, as
the proposed transaction is done on the arm's length basis and benefit the
trust unitholders.

11.    Opinion of the independent financial advisor regarding the proposed 
transaction between the REIT and the related person of the REIT Manager
In requesting trust unitholders' approval, the REIT Manager has engaged the 
independent financial advisor to prepare the report on their opinion on the
proposed transaction between the REIT and the related person of the REIT
Manager, the details of which will be attached to the invitation to the trust
unitholders' meeting to be delivered to the trust unitholders accordingly.

12.    Opinion of the independent directors and/or directors of the REIT Manager 
that differs from the opinion of the Board of Directors of the REIT Manager in
item no. 10
None.

13.    Connected transaction in the past
None.
______________________________________________________________________
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.