Capital Increase Report Form (F 53-4)
TICON Property Fund (TFUND)
December 9, 2005
We, ING Funds (Thailand) Co., Ltd., ("ING") the management company of
TICON Property Fund (TFUND) (the "FUND"), hereby report the purpose
of the capital increase and the allotment of newly issued investment units of
the FUND as follows:
1. Capital Increase:
ING plans for the capital increase of the FUND for an additional value
of not exceeding Baht 2,200,000,000 from the existing capital of
Baht 1,750,000,000 to the new capital of not exceeding Baht
3,950,000,000, by offering the new investment units in the number
of not exceeding 220,000,000 units at the value of Baht 10 (Ten
Baht) per unit.
2. Allotment of new investment units:
ING expects to allot the new investment units in the number of not
exceeding 220,000,000 units at the value of Baht 10 per unit,
totalling Baht 2,200,000,000, details of which are as follows:
2.1 Allotment details of the new investment units
ING expects to allot the additional investment units in the number
of not exceeding 220,000,000 units at the value of Baht 10 per unit
in 2 portions as follows:
Portion 1: Not exceeding 88,000,000 units to be allotted to
exiting unitholders whose names appeared in the unitholders
register book
Portion 2: Approximately 132,000,000 units to be allot under a
private placement basis (Private Placement) to investors who are
institutional investors or specific investors and are unrelated to the
owner of the assets and are not connected person under the relevant
notification of the Board of Governors of the Stock Exchange of
Thailand
Allotted to Number of Ratio Price Subscription
Notes
investment units (old:new) per and payment
(units) unit period
(Baht)
Portion 1: Existing 88,000,000 2:1 10 To be determined
(1), (2)
unitholders whose later and after
names appeared in the obtaining the
unitholders register approval from the
book, for not Office of
exceeding Securities and
Exchange
Commission
Portion 2: Investors 132,000,000 - 10 To be determined
(2)
under a private later and after
placement basis obtaining the
(Private Placement) approval from the
who are institutional Office of
investors or specific Securities and
investors and are Exchange
Commission
unrelated to the owner
of the assets and are
not connected persons
under the relevant
notification of the
Board of Governors of
the Stock Exchange of
Thailand, for
approximately
Notes:
(1) The date of the closing of the unitholders register book to suspend
the transfer of investment units for determining the right of
subscription of the additional investment units will be determined
later after obtaining the approval from uniholders' meeting to
increase the Fund's capital.
(2) Should there be the additional investment units remaining from the
Right Offering portion, Portion 1, ING shall be authorized to allot
them to the institutional investors or specific investors who are
unrelated to the owner of the assets and are not connected person
under the relevant notification of the Board of Governors of the Stock
Exchange of Thailand, who have subscribed the investment units
under Portion 2. Furthermore, ING shall have the right to take other
actions necessary and relevant to such allotment in all respects,
including determining conditions and details in relation to the
allotment of the additional investment units and appointing any
substitute for taking such actions.
2.2 Plan in case where there is a faction of investment units remaining
This allotment shall have no fraction of investment units. In case,
there are fraction of the investment units from the capital increase,
such fraction of the investment units will be allotted to the
institutional investors or specific investors who are unrelated to the
owner of the assets and are not connected person under the relevant
notification of the Board of Governors of the Stock Exchange of
Thailand, who have subscribed the investment units under Portion 2.
3. Scheduled for unitholders meeting to approve the capital
increase/allotment
The Meeting of Unitholders No. 1/2006 is scheduled to be held on
January 9, 2006 at 10:00 a.m. at Grand Hall, The Bangkok Club,
28th Floor, Sathorn City Tower, South Sathorn Road, Khwaeng
Toongmahamek, Khet Sathorn, Bangkok. The investment unit
register will be closed to suspend the transfer of investment units to
determine the rights to attend this meeting from December 26, 2005
at 12.00 noon, until the meeting is adjourned.
4. Approval of the capital increase/investment unit allotment by
relevant governmental agency and conditions thereto (if any)
After obtaining the approval from the FUND's unitholders for the
capital increase of the FUND for investing in additional assets, ING
will seek approval of the Office of the Securities and Exchange
Commission on the capital increase of the FUND.
5. Objectives of the capital increase and use of proceeds received
from the capital increase
To purchase or invest in additional assets and to procure benefits
therefrom to generate income and returns to the Fund and the
unitholders and to carry our the objectives for the establishment of
the FUND.
6. Benefits which the FUND will receive from the capital
increase/investment units allotment:
To enable the FUND to invest in new real properties which will
result in the FUND being able to generate more income from such
assets and the unitholders will have opportunities to receive more
benefit in form of dividends. Furthermore, the additional investment
units may increase the liquidity of the investment unit trading in the
Stocks Exchange of Thailand.
7. Benefits which the unitholders will receive from the capital
increase/investment units allotment:
When the FUND increases more investment in assets, the size of the
FUND will be increased, which could attract investors, and it is
expected that the liquidity of the investment unit trading in
secondary market will also increase. Furthermore, the FUND should
be able to generate more income from the assets, and the
unitholders have opportunities to receive more benefit in form of
dividends.
8. Other details necessary for unitholders to approve the capital
increase /share allotment:
-None-
9. Schedule of action for the capital increase of the FUND and
allotment of new investment units:
9.1 The date of the closing of the unitholders register book to
suspend the transfer of investment units for determining the
right of unitholders to attend the unitholders meeting no.
1/2006 on January 9, 2006 will be on December 26, 2005 at
12.00 noon onward until the meeting is adjourned.
9.2 The date of the unitholders meeting no. 1/2006 will be on
January 9, 2006, at 10.00 a.m. at Grand Hall, The Bangkok
Club, 28th Floor, Sathorn City Tower, South Sathorn Road,
Khwaeng Toongmahamek, Khet Sathorn, Bangkok, to
consider the capital increase of the FUND and the allotment
of additional investment units and to amend the fund scheme
of the FUND
The Company hereby certifies that the information contained in this
report form is true and complete in all respects.
Signed authorized directors
(Mr. Maris Tarab)
Managing Director