Investor Presentation CPN Retail Growth Leasehold Property Fund ( - - PowerPoint PPT Presentation

Fund Manager Financial Advisors / Joint Lead Underwriters Sponsor and Property Manager

Investor Presentation

CPN Retail Growth Leasehold Property Fund (“CPNRF”)

December 2013

Disclaimer:

• Investment contains certain risks; investors are recommended to study related information before making investment decision.
• The approval for capital increase of the CPN Retail Growth Leasehold Property Fund on November 14, 2013 does not mean the Securities and Exchange Commission, the Capital Market

Supervisory Board or the Office certifies the completeness or the correctness of the information in the offering documents nor guarantees the price or the return of the fund.

• The Fund invests in leasehold rights to the Real Properties. The value of the Investment Units may decrease to Baht 0.
• The Fund does not reserve funds for repayment to its unitholders upon dissolution. However, the Management Company may make capital repayment together with the distribution of

dividend or only capital repayment prior to dissolution of the Fund.

• For the utmost benefits of managing the Fund, the offer for sale of the Investment Units of the Fund or the transferring registration of the Investment Units of the Fund shall solely be under

the Management Company’s discretion. The Management Company may reserve to accept or deny to offer for sale of Investment Units of the Fund or to register the transfer of the Investment Units of the Fund for any person. The persons to whom the Management Company unwilling to accept or deny to offer for sale of Investment Units of the Fund or to register the transfer of the Investment Units of the Fund include but are not limited to the citizens of the United States of America, the residents in the United States of America, persons who normally reside in the United Stated of America, as well as the pool assets of such person, and the companies or partnerships which are incorporated and operate in the United States of America. The purchase of the Units were transferred from a bank account, which is outside of the United States to the Underwriter. For more information, please contact SCB Asset Management Co., Ltd., Tel. 02-777-7777, press 0, and press 6.

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Table of Contents Page

Section 1 CPNRF Summary

3

• Existing Assets Detail Summary

Section 2 2nd Rights Offering of CPNRF

5

• Offering Summary

6

• Transaction Structure

7

• Offering Structure

8

• Pre and Post Acquisition Fund Summary

9

• General Information of CentralPlaza Chiangmai Airport Project

10

• Investment Details

11

• Key Term Summary

12

Section 3 Investment Highlight

13

Section 4 Some Key Concern and Mitigation

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Appendix Appraisal Valuation Summary

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3

CPNRF Summary

Note : please study disclaimer in cover page of this presentation

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Existing Assets Detail Summary

Anchor Shop Vacant Total 50,360 34,158 1,348 85,866 Anchor Shop Vacant Total 11,480 25,284 723 37,487 Anchor Shop Vacant Total 4,635 16,828 267 21,730

Year Sq.m. % Apr - Dec 2013 2014 2015 2016 After 2017 Other Leasable Area (3) Vacant Area 15,626 17,592 10,682 805 32,516 7,297 1,348 18.2 20.5 12.4 0.9 37.9 8.5 1.6 Total 85,866 100.0 Year Sq.m. % Apr - Dec 2013 2014 2015 2016 After 2017 Other Leasable Area (3) Vacant Area 7,828 7,223 9,570 1,744 6,731 3,668 723 20.9 19.3 25.5 4.6 18.0 9.8 1.9 Total 37,487 100.0

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Year Sq.m. % Apr - Dec 2013 2014 2015 2016 After 2017 Other Leasable Area (3) Vacant Area 4,351 8,928 7,810

• 374

267 20.0 41.1 36.0

• 1.7

1.2 Total 21,730 100.0 Year Sq.m. % Apr - Dec 2013 2014 2015 2016 After 2017 Other Leasable Area (3) Vacant Area 9,143 6,728 13,079 3,801

• 1,009

27.1 19.9 38.7 11.3

• 3.0

Total 33,760 100.0

98.4% 1,529 83 98.1% 1,455 11 98.8% 2,097

Remark: (1) Anchor and shop tenants only (2) Rental Rate refers to rental and service rates in relation to rental of shop tenants, excluding those with long-term lease contract with advance payment of rental as well as those with a contract term of less than 1 year (3) Other Leasable Area includes the area leased out for a term shorter than 1 year

N/A 97.0% 422

Remaining Life (years) Occupancy(1) Average Retail Rental Rate(2) (THB/sq.m./month ) Leasable Area (sq.m.) Expiry Profile by Leasable Area

Pinklao Rama III Rama II As of 31 March 2013

• 32,751

1,009 33,760 Anchor Shop Vacant Total Pinklao Tower A &B

Note : please study disclaimer in cover page of this presentation

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2nd Rights Offering of CPNRF

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Offering Summary

Fund Name

CPN Retail Growth Leasehold Property Fund (“CPNRF”)

Transaction

2nd capital increase to acquire the new asset

Fund Manager

SCB Asset Management Company Limited

Placement Structure

100% of Right Offerings to CPNRF existing unitholders In the case that any existing unitholders waive their rights to subscribe for the additional investment units, subscribe less than their entitlements, fail to subscribe within specified period, or for any reason whatsoever, the Management Company will allot such remaining investment units upon the method the management company deems appropriate.

Sources of Fund

Capital Not exceed THB 9.79 bn Local commercial bank loan expected Baht 1,650 million Cash on Fund expected Baht 500 million

Investment Assets

Leasing of the Real Properties of CentralPlaza Chiangmai Airport Project for 30 years

• Certain parts of 1 shopping complex, 1 multipurpose hall and indoor parking spaces
• Utilities system
• Certain parts of land

Asset Appraisers

• Thai Property Appraisal Lynn Phillips Company Limited
• Grand Asset Advisory Company Limited

Financial Advisors

Siam Commercial Bank Public Company Limited Maybank Kim Eng Securities (Thailand) Public Company Limited

Transaction Size

• Not exceed THB 9.79 bn
• Rights offering of 553.95 m new units (Rights ratio: 0.3385 new units for 1 existing unit)

Sponsor / Property Manager

Central Pattana Public Company Limited

Joint-Lead Underwriters

Siam Commercial Bank Public Company Limited Maybank Kim Eng Securities (Thailand) Public Company Limited Macquarie Securities (Thailand) Limited

Note : please study disclaimer in cover page of this presentation

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Transaction Structure

Joint-Lead Underwriters

Existing Unitholders Property Manager Investment Committee New Potential Investors(6) Fund Manager Trustee (KBANK) Registrar (SCB) Financial Advisors Auditor (KPMG) Existing Assets New Asset

CentralPlaza Chiangmai Airport CentralPlaza Pinklao CentralPlaza Rama III CentralPlaza Rama II

Total Net Leasable Area 178,842 sq.m. (5) Net Leasable Area 35,343 sq.m. (4)

Remark: (1) Based on maximum fund raised through new units offerings (2) Based on maximum units to be issued (3) Source : SET, as of 3 December 2013 (4) As of 31 Mar 2013. Net leasable area includes the area leased out to anchor and shop tenants. Within Nov 2013, the NLA to be invested in will change to approximately 36,648 sq.m. due to area adjustment. (5) As of 31 Mar. 2013 (6) Through potential placement of units leftover from the existing unitholders if the management company see this allocation method appropriate

35,971 (1) 26,181 (3) Market Cap (Baht million) 2,190 (2) 1,636 (3) Number of Units (million units)

Pre Acquisition Post Acquisition

33.7 35.9 Average Life of Investment (years)

Maybank Kim Eng SCB Macquarie

Note : please study disclaimer in cover page of this presentation

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Offering Structure

100% Rights Offering Situation existing unitholders have a 100% right to subscribe new investment units Scenario 1 Scenario 2 Incomplete subscription from existing unitholders Placement Details

• Pricing will be finalized upon the book building completion.
• No control dilution effects to existing unitholders.

Fully subscribed by existing unitholders Either from

• Waived their rights; or
• Did not make a timely subscription; or
• Did not make a full subscription; or
• For any other reason

In this case, the existing units will be allocated upon the method the management company deems appropriate.

Note : please study disclaimer in cover page of this presentation

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Pre and Post Acquisition Fund Summary

Anchor Shop Vacant Total 66,475 109,020 3,347 178,842 Anchor Shop Vacant Total 8,104 26,486 753 35,343

Year Sq.m. % Apr - Dec 2013 2014 2015 2016 After 2017 Other Leasable Area (3) Vacant Area 36,948 40,471 41,050 6,441 39,248 11,337 3,347 20.7 22.6 23.0 3.6 21.9 6.3 1.9 Total 178,842 100.0 Year Sq.m. % Apr - Dec 2013 2014 2015 2016 After 2017 Other Leasable Area (3) Vacant Area 6,913 3,116 14,988 2,987 5,244 1,342 753 19.6 8.8 42.4 8.5 14.8 3.8 2.1 Total 35,343 100.0

35.9 98.4% 1,595 (5) 30 97.9% (4) 1,310

Remark: (1) Anchor and shop tenants only (2) Rental Rate refers to rental and service rates in relation to rental of shop tenants, excluding those with long-term lease contract with advance payment of rental as well as those with a contract term of less than 1 year (3) Other Leasable Area includes the area leased out for a term shorter than 1 year (4) Occupancy rate of the area the Fund will invest (5) Weighted average of retail rental rate upon the area of each asset

Remaining Life

(year)

Occupancy(1) Leasable area (sq.m.) Expiry Profile Pre Acquisition As of 31 March 2013 Anchor Shop Vacant Total 74,579 135,506 4,100 214,185

Year Sq.m. % Apr - Dec 2013 2014 2015 2016 After 2017 Other Leasable Area (3) Vacant Area 43,861 43,587 56,038 9,428 44,492 12,679 4,100 20.5 20.3 26.2 4.4 20.8 5.9 1.9 Total 214,185 100.0

33.7 98.0% 1,539 (5) Post Acquisition Chiangmai Airport Average Retail Rental Rate (2)

(Baht/Sq.m./Mth )

Note : please study disclaimer in cover page of this presentation

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General Information of CentralPlaza Chiangmai Airport Project

The CentralPlaza Chiangmai Airport

One of the largest and modern shopping complexes in Chiangmai and the northern Thailand

• Has more than 500 retail outlets
• Started the operation in 1993
• Owned by Central Pattana

Chiangmai Company Limited

• Under the management of CPN

since March 1996

• Located at No.2 Mahidol Road,

252-252/1, Waulai Road, Haiya Sub-District, Muang District, Chiangmai Province 50100

• Consists of :
• 5-storey shopping complex with

1 basement

• 3-storey multipurpose hall
• Indoor and outdoor parking

spaces

• Located on a plot of land with

approximate area of 91 rai

General Information Building

• 11 elevators; 6 passenger

elevators and 5 service elevators

• 30 escalators
• Fire suppression system
• Sprinkler system

Utilities System

• Total gross area

174,574 sq.m.

• Leasable area

71,777 sq.m.

• Occupancy rate

94.5% (1)

• Average rental rate

1,310 Baht / sq.m./ month

• 3-mth Rental and Service Income

Baht 230.1 million

3-mth Period Ended March 2013

Remark: (1) The occupancy rate as of the end of the first quarter of 2013 slightly declined to 94.5% due to an area adjustment to serve new tenant(s).

Note : pls study disclaimer in cover page of this presentation

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The utility systems leased are electrical system, telephone system, elevator and escalator systems, air-conditioning system, engineering system and

• ther related assets.
• Lease certain parts of 1 shopping complex (5-storey with 1 basement)
• Lease one multipurpose hall (3-storey)
• Lease indoor parking spaces (approximately 1,094 cars);

details as follows:

• Lease partial land where the shopping complex, the multipurpose hall,

indoor parking spaces including certain parts of surrounding roads and entrances and exits of the project are located

• The land that the Fund will lease covering an area of 32 rai 3 ngan 56.85

sq.wah from total project land area of approximately 91 rai

30-year Partial Land Lease 30-year Utilities System Lease

Investment Details

30-year Lease 30-year Partial Building Lease

 Leasable area (1) (sq.m.) 35,343 (5)  Common area (2) (sq.m.) 33,542 (5)  Service area (3) (sq.m.) 9,964 (5)  Indoor parking spaces (sq.m.) 44,142 (5)  Total gross area (4) (sq.m.) 122,991 (5) (70.5% of project gross area)

LAND BUILDING UTILITIES SYSTEM

OWN OWN OWN

Investment Structure

CentralPlaza Chiangmai Airport Project

Remark: (1) Leasable area means the area leased out to anchor tenants and shop tenants. (2) Common area means the area that is commonly utilized by tenants and customers of the project. (3) Service area means the area for installation of systems. (4) Gross area means leasable area, common area, service area and parking space. (5) Within November 2013, there will be a change in the size of the area the Fund will invest in due to an adjustment to serve new tenant(s).

30-year Lease (partial)

• Investment will not include the area on which Robinson Department

Store is located, the area under long-term lease contracts with advance payment for leasehold right, the area under renovation and parking spaces the Fund will not invest in.

Note : please study disclaimer in cover page of this presentation

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Key Term Summary

Summary of the Draft Lease of Land (Partial) and Building (Partial) Agreement Summary of the Property Management Service Agreement

The Lessor Central Pattana Chiangmai Company Limited The Lessee CPN Retail Growth Leasehold Property Fund The Leased Properties

• Part of land located in Tambol Suthep, Amphur Muang Chiangmai,

Chiangmai Province, covering the total leased area of approximately 32-3-56.85 rai

• Parts of building and constructions of CentralPlaza Chiangmai Airport

Project consisting of certain parts of shopping complex, multipurpose hall and indoor parking spaces, representing a leasable area of approximately 122,991 square meters. Lease Term 30 years from the date of registration of the leasehold right under this Agreement Option to Renew upon Expiration In the case the Fund obtains an approval from the Office of the Securities and Exchange (the “Office of the SEC”) to continue to invest in the additional real properties or to convert the Fund into the Real Estate Investment Trust pursuant to the relevant laws (“REIT”), Central Chiangmai agrees to give the notice regarding conditions and the value for the renewal of this Agreement to the Fund or the REIT at least nine months before the expiration date of the existing Lease Agreement. Central Chiangmai agrees to grant the right of first refusal to the Fund or the REIT to purchase, and/or accept transfer of ownership and/or right of possession, and/or to lease real properties of CentralPlaza Chiangmai Airport Project. Conditions Central Pattana Chiangmai Company Limited will be responsible for

• perating expense for Central Chiangmai Airport Project as per following

table Service Provider Central Pattana Public Company Limited Service Receiver CPN Retail Growth Leasehold Property Fund Service Fee The Property Manager is entitled to property management fees for the Projection Period as stated in the existing property management

• agreement. The property management fees are divided as follows:
• Fee for rental collection not exceeding 3.00% of net rental and service

Income

• Property management base fee at a rate not exceeding 0.30 % of

Fund’s net asset value

• Property management incentive fee at a rate not exceeding 2.35% of

net property income

• Fee for overseeing the improvement and/or development of real

properties of the Fund at the rate of 2.00% of total construction value excluding design fee, advisor fee, and other professional fees.

• Leasing commission as per the following table

Conditions Central Pattana Public Company Limited will give a discount to property management fee as per the following table

Oct – Dec 2013 2014 2015 2016 2017 2018 Discount (%) 100% 100% 75% 50% 25% 0% Maximum Amount (THB mm) 13 62 49 34 18 Shopping Malls Office For the renewal tenants 0.5 months 0.5 months New Tenants Contracts < 1 year 0.5 months 0.5 months Contracts ≥ 1 year and < 3 year 1.0 months 0.5 months Contracts ≥ 3 years 1.5 months 1.0 months Contracts > 3 years and with advance rental payments 3% of upfront rent 3% of upfront rent Oct – Dec 2013 2014 2015 2016 2017 2018 Discount (%) 40% 40% 30% 20% 10% 0% Maximum Amount (THB mm) 11 35 31 20 10

Note : please study disclaimer in cover page of this presentation

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Investment Highlights

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Potential Growth in Northern Area Strong Tenants Mix High Historical Occupancy and Average Rental Rate Top Class Property Manager Strategic Location

Investment Highlight 1 : Strategic Location

Easily Accessed Location

The CentralPlaza Chiangmai Airport Project is the shopping complex with easy access as it situates on Mahidol Road, one of the main roads in Chiangmai. The area is surrounded by residential, business communities and Chiangmai International Airport. This creates high traffic to the CentralPlaza Chiangmai Airport project.

Note : please study disclaimer in cover page of this presentation

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Top Class Property Manager Strategic Location Strong Tenants Mix

Investment Highlight 2 : Potential Growth in Northern Area

• Chiangmai’s

Property market has experienced strong growth following the major infrastructure projects in the province, including:

• High ways
• Linking roads
• High speed train station
• Aviation hub
• Provide

better regional and local connectivity

• Promote Chiangmai as a “Tourist Hub” of

northern Thailand. Chiangmai has welcomed more than 5 million tourists in 2011(1). The number of tourists has grown at the approximate rate of 14% each year from 2009 – 2011 and is expected to grow further due to better transportation, which makes Chiangmai easier to access

Gateway of the North of Thailand

The strong economical growth in Chiangmai will substantially support the growth of demand which will reflect in the appreciation of asset/property value in Chiangmai High Historical Occupancy and Average Rental Rate Potential Growth in Northern Area

• Over the past three years, Chiangmai has become the most

financial active province in the Northern Thailand.

• Many huge property developer and small boutique are investing

in Chiangmai, total investment is more than THB 10 billion.

• Those coming developments reflect strong signal to the

potential growth capability.

• Chiangmai has a significant demand with a steady growth rate of

population.

• The opening of AEC will greatly support economical growth in

Chiangmai.

Source : Department of Tourism, as of 31 Dec 2011

Note : please study disclaimer in cover page of this presentation

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High Historical Occupancy and Average Rental Rate Top Class Property Manager Strong Tenants Mix Strategic Location Potential Growth in Northern Area

Investment Highlight 3 : Strong Tenants Mix

Located in a strategic location in Chiangmai, CentralPlaza Chiangmai Airport Project is the one-stop lifestyle shopping complex with full range of leading domestic and international retailers. The project has been developed and managed to serve families and communities, consisting various retail

• utlets, a multipurpose hall and a

“Northern Village” – local handicraft zone with all-inclusive famous items of the northern region for clients.

Note : please study disclaimer in cover page of this presentation

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High Historical Occupancy and Average Rental Rate Top Class Property Manager Strong Tenants Mix Strategic Location Potential Growth in Northern Area

Investment Highlight 3 : Strong Tenants Mix (Cont’)

Fashion, Health and Beauty Entertainment Food and Drink Electronics and Decoration Others Vacancies 38.8% 20.3% 15.8% 12.4% 10.6% 2.1%

Tenants on the area to be invested by the Fund can be categorized into various industries as shown :

Strong relationship with key tenants provides stable income and leads to low relocation risk .

Rank Tenants Name Area (Sq.m) % of total NLA (1) 1 2 3 4 5 Major Cineplex Group Plc. IT City Plc. Oishi Group Plc. A S Watson Group SLRT Limited – under Minor Food 5,244 908 605 507 406 14.8% 2.6% 1.7% 1.4% 1.1%

As of Q1 2013, the top 5 major tenants of the area to be invested by CPNRF include :

Contract Expiry Profile

19.6% 8.8% 42.4% 8.5% 14.8% 3.8% 2.1% Apr – Dec 2013 2014 2015 2016 After 2016 Contract less than 1 year Vacant Remark: (1)The total NLA includes only the NLA invested by the Fund.

To address tenants’ and customers’ needs, CPN has emphasized

• n

the merchandising mix strategy through market and customer analysis and continuously adjusting the shops as well as finding new local and international retailers to modernize the shopping complex. Strong and optimal tenants mix also helps to boost business growth and rental prices. Note : please study disclaimer in cover page of this presentation

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Top Class Property Manager Strategic Location Potential Growth in Northern Area Strong Tenants Mix High Historical Occupancy and Average Rental Rate

Investment Highlight 5 : Top Class Property Manager

Experienced management with more than 30 years of success in managing properties. CPN’s retail centers are all located in Thailand with 10 centers situated in Bangkok’s Metropolitan Area and other 11 centers situated in provinces. … with outstanding achievement guaranteed by many awards … and launched 2 Thai successful PFPOs

• One of Thailand’s largest Property Fund
• First of its kind Property Fund to use leverage

to enhance yield to investors

• Trade at higher P/NAV among other Property

Funds in the market The large complex situated in the heart of

• Bangkok. It provides an international shopping

experiences. Aim to match every lifestyle, fashion and entertainment of residences in major cities over Thailand. Provide the shopping and entertainment experience with holiday spirit and local novelty

• Office Property Fund with highest subscriber in

Thailand; 17,000 subscribers

• Issued at the top price range from Institutional

Bookbuilding

ASEAN Energy Awards 2012 Thailand Energy Awards 2012 Thailand Quality Class Award Honored for the third consecutive years of CentralPlaza Chiangmai Airport A+ Credit Rating in February 2012 Top Corporate Governance Report the 2nd consecutive year and the third time since 2008 Excellence CG Scoring in 2012 which is the 4th consecutive year since 2009

Note : please study disclaimer in cover page of this presentation

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Some Key Concern and Mitigation

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Key Concern

• Cannibalization possibly occur between the two projects. However, the two

aim to attract different group of customers with different store format. Thus the cannibalization effect might not be substantial.

• There might also be a concern on conflicts of interest involving CentralPlaza

Chiangmai Airport and the coming up CentralFestival Chiangmai as CPN is a property manager for both assets. However, CPN has to set a firm protocol when placing its potential tenants. CentralFestival tenants are more international brands than those of CentralPlaza. The following table shows different types/brands of tenants to be located in the two projects

Potential Cannibalization and Conflict of Interest

CentralPlaza Chiangmai Airport CentralFestival Chiangmai Department Store Robinson Central Supermarket Tops Supermarket Central Food Hall Business unit homeWorks Office Depot

Mittigation

Note : please study disclaimer in cover page of this presentation

• Customers make decision on their rental location

( see more details in item Risk Factors of fund scheme )

( see more details in item Risk Factors of fund scheme )

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Appendix

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Appraisal Valuation Summary

Real Properties Appraisers Date of Appraisal Appraised Value (Baht million) Appraised value of Existing Assets The CentralPlaza Rama II Project 29 March 2013 6,029 The CentralPlaza Ratchada-Rama III Project 29 March 2013 5,939 The CentralPlaza Pinklao Project 29 March 2013 5,573 Total 17,541 Appraised Value of the Asset to be Invested by the Fund The CentralPlaza Chiangmai Airport Project 7 November 2013 10,565 7 November 2013 10,632 Average 10,599 Implied Acquisition Valuation Not exceed 11,568

Remark: The appraised values are based on the Income Approach method

Note : please study disclaimer in cover page of this presentation