Summary Prospectus of TPARK LOGISTICS PROPERTY FUND

Summary Prospectus for the Offering of Additional Investment Units 

(2 nd Capital Increase) 

TPARK LOGISTICS PROPERTY FUND 

� An investment in investment units is not a deposit of money and involves some risk. 

In return, the investors may receive the investment funds which have the value 

greater or less than their initial value. Furthermore, since the Fund’s major income 

depends upon rental income from immovable properties, investors are advised to 

take into consideration the information on immovable properties, the ability of 

property manager and the condition of the rental market for immovable properties, 

as well as all risk factors mentioned in the prospectus. 

� Investors should read information in the fund prospectus thoroughly before making 

a decision to invest and should keep the fund prospectus for future references. 

If there is any question, investors should seek information from approved investor 

contact person before making any subscription orders. 

� When the period for rent income guarantee of the Fund ends, the income that the 

Fund will be receiving will depend on the performance of the properties invested 

which may not be equal to the income received during the guarantee period. 

BBL ASSET MANAGEMENT CO.,LTD. BANGKOK BANK PLC. CIMB THAI BANK PLC. BUALUANG SECURITIES PLC. CIMB SECURITIES (THAILAND)CO.,LTD.

Prospectus for the Offering of Additional Investment Units (2 nd Capital Increase) TPARK LOGISTICS PROPERTY FUND 

Summary Prospectus of 

TPARK LOGISTICS PROPERTY FUND 

Project Name (Thai): กองทุนรวมอสังหาริมทรัพย�ทีพาร�คโลจิสติคส� 

Project Name (English): TPARK LOGISTICS PROPERTY FUND 

Abbreviation Name: TLOGIS 

Project Type: Closed-ended Property Fund for which the Management 

Company shall submit an application to the Stock Exchange of 

Thailand (SET) for approval of the Investment Units of the 

Fund as listed securities 

Project Characteristics: Specific 

Project Term: Not specified 

Amount of Capital of the Project: Not more than Baht 4,469,061,581 (Four billion, four hundred 

and sixty-nine million, sixty-one thousand and five hundred 

and eighty-one baht) 

Capital for the Initial Offering: Baht 1,533,000,000 (One billion, five hundred and thirty-three 

million baht) 

Capital for the 1 st Capital Increase: Baht 935,045,685 (Nine hundred and thirty-five million, fortyfive 

thousand and six hundred and eighty-five baht) 

Capital for the 2 nd Capital Increase: Not more than Baht 2,001,015,896 (Two billion, one million, 

fifteen thousand and eight hundred and ninety-six baht) 

Date and Time of Subscription: For Existing Unitholders: 

From 19 - 22 Novermber 2012 

During 8.30 a.m. - 3.30 p.m. 

SEC Initial Approval Date: 16 November 2009 

SEC Approval Date for the 2 nd Capital Increase: 12 October 2012 

1 

This English version of this prospectus is only for informational purposes. Interpretation and construction must still be based on the Thai Text


Objectives of the Fund 

To mobilize funds from Thai and foreign individuals including juristic investors. The mobilize funds will be used to 

purchase, lease and/or sublease immovable properties by taking a transfer of ownership of immovable properties, 

leasehold interests and/or sublease right. To derive benefits from immovable properties, the fund will lease, 

sublease, transfer and/or liquidate invested or acquired properties include, but not limit to renting or sublease 

properties to operators to finding benefits from and properties, fixing, improving, altering, changing, extending, 

constructing and developing properties. By applying for or taking a transfer of relevant and necessary licensable 

from the competent authorization. The purpose of this fund is to generate steady dividends and increase the Fund’s 

net asset value in the long-run and to invest in other properties and/or securities and/or finding interest by means 

as prescribed by securities law and/or any other relevant laws. 

Currently Investments 

Investment of TPARK LOGISTICS PROPERTY FUND 

As of 31 May 2012, the fund investments include land and warehouse. The assets comprise of 8 buildings 27 units 

cover a total of 125,961 square meters, which are located on 150 rai 2 ngan 37 square wah of land in 3 Ticon 

Logistics Park Projects. The summary of the detail are as follow: 

1. Plots of land and warehouse of 2 buildings 5 units in Projects Ticon Logistics Park Wang Noi, Payom Sub- 

District, Wangnoi District, Ayutthaya Province. 

2. Plots of land and warehouse of 4 buildings 11 units in Projects Ticon Logistics Park Bangna, Bang Samak Subdistrict, 

Bang Pakong District, Chacheongsao Province. 

3. Plots of land and warehouse of 2 buildings 11 units in Projects Ticon Logistics Park Laemchabang, Nong Kham Subdistrict, 

Sriracha District, Chonburi Province. 

The details of plots of land and warehouse are set out in the table “Summary of the Fund’s Current 

Investments”. 

2 


No. Project Warehouse Building Land 

Title 

Deed 

No. 


Summary of the Fund’s Current Investments 

Location Land Area 

(Rai-Ngan- 

Square Wah) 

Warehouse 

Space 

(Square 

Meter) 

1 Ticon Logistics W2 W2/1 25513 Phayom Sub-district, 24 - 2 - 96 5,850 

Park - Wangnoi 

Wangnoi District, 

2 W2/2 

Ayuthaya Province 

5,850 

3 W2/3 5,850 

4 

5 

W2/4 

SM1 SM1 24728 

5,850 

Details of Factory 

Buildings 

Single storey, reinforced 

concrete building with 

mezzanine floor, 1 

building, separating 

into 4 units 

20 - 2 - 90 10,706 Single storey, reinforced 


mezzanine floor 

Cost 

(Baht) 

Appraisal Value 

by Jones Lang 

Lasalle (Thailand) 

Co., Ltd. 

as of 

August 2, 2011 

(Baht) 

3 

This English version of this prospectus is only for informational purposes. Interpretation and construction must still be based on the Thai Text 


by Nexus Property 

Consultants 

Co., Ltd. 


December 29,2011 

(Baht) 

401,261,568.99 410,000,000 

424,388,956.73 457,300,000 

6 Ticon Logistics W3 W3/1 887 Bang Samak Sub-district, 18 - 2 - 4 11,250 Single storey, reinforced 308,398,457.00 305,600,000 

Park - Bangna 

Bang Pakong District, 


Chacheongsao Province 


7 W3/2 5,775 

building, separating into 

2 units 

8 FZ3 FZ3/1 30844 11 - 1 - 83 2,450 

9 FZ3/2 2,450 

10 FZ3/3 2,450 

11 

FZ3/4 

12 FZ5 FZ5/1 30845 11 - 1 - 93 2,450 

13 FZ5/2 2,450 

14 FZ5/3 2,450 

15 

16 

FZ5/4 

FZ1 FZ1 30846 

2,450 

2,450 





4 units 





4 units 




193,403,266.00 195,900,000 

193,292,954.00 194,400,000 



Consultants 

Co., Ltd. 


April 20, 2012 

(Baht) 

343,896,835.04 329,000,000

No. Project Warehouse Building Land 

Title 

Deed 

No. 


(Rai-Ngan- 

Square Wah) 


Warehouse 

Space 

(Square 

Meter) 

Details of Factory 

Buildings 

17 Ticon Logistics 

Park – 

Laemchabang 

A A 152508 

130252 

Nong Kham Sub-district, 

Sriracha District, 

Chonburi Province 




18 B B 

104395 

112194 

112195 

5,310 Single storey, reinforced 



19 C C 5,310 Single storey, reinforced 



20 D D 5,310 Single storey, reinforced 



21 E E 5,220 Single storey, reinforced 



22 F F 5,220 Single storey, reinforced 



23 G G 2,570 Single storey, reinforced 



24 H H 1,930 Single storey, reinforced 



25 I I 1,450 Single storey, reinforced 



26 J J 1,000 Single storey, reinforced 



27 

K K 

2,900 Single storey, reinforced 



Cost 

(Baht) 

76,352,094.00 

77,186,798.00 

76,352,094.00 

77,052,507.00 

75,514,041.00 

75,746,532.00 

36,580,476.00 

28,507,589.00 

21,446,366.00 

13,994,834.00 

41,959,827.00 


by Jones Lang 

Lasalle (Thailand) 

Co., Ltd. 


August 2, 2011 

(Baht) 

4 




Consultants 

Co., Ltd. 


December 29,2011 

(Baht) 



Consultants 

Co., Ltd. 


April 20, 2012 

(Baht) 

478,000,000 

139,000,000 

Total 150 - 2 - 37 125,961 2,465,335,195.76 695,900,000 867,300,000 946,000,000

The 2 nd Capital Increase 


(Source of information related to the properties to be invested by the Fund: Ticon Logistics Park Company Limited) 

The Management Company will raise more capital for investment in additional properties. In the event that the 

Management Company is able to raise sufficient capital for purchasing all properties as listed below, the Management 

Company will invest in lands and warehouse buildings of TICON Logistics Park Company Limited, namely 12 

warehouse buildings (divided into 36 units), with total warehouse space of 117,664 square meters, located in 

TICON Logistics Park Project - Wangnoi, Phra Nakorn Si Ayutthaya Province, TICON Logistics Park Project - Bangna, 

Chachoengsao Province, TICON Logistics Park Project - Laemchabang, Chonburi Province, TICON Logistics Park 

Project - Rojana, Phra Nakorn Si Ayutthaya Province and TICON Logistics Park Project - Eastern Seaboard I, 

Chonburi Province. These will be located in the total areas of 135 rai, as detailed below: 

1. Land and warehouse buildings, totaling 2 warehouse buildings (8 units), located in TICON Logistics Park Project 

- Wangnoi, Phayom Sub-district, Wangnoi District, Phra Nakorn Si Ayutthaya Province; 


- Bangna, Bang Wua Sub-district, Bang Pakong District, Chachoengsao Province; 

3. Land and warehouse buildings, totaling 2 warehouse buildings (10 units), located in TICON Logistics Park 

Project - Laemchabang, Nong Kham Sub-district, Sriracha District, Chonburi Province; 

4. Land and warehouse building, totaling 1 warehouse building (3 units), located in TICON Logistics Park Project - 

Rojana, Uthai Sub-district, Uthai District, Phra Nakorn Si Ayutthaya Province; and 


- Eastern Seaboard I, Bowin Sub-district, Sriracha District, Chonburi Province. 

Details on lands, warehouse buildings, appraisal values, and projected income from rents and services are shown in 

the table: “Summary of Properties to be Invested by the Fund - 3 rd Investment (2 nd Capital Increase)” 

as follows: 

5 


No. TICON Logistics 

Park Project 

Warehouse 

Name 


Summary of Properties to be Invested by the Fund – 3 rd Investment (2 nd Capital Increase) 

Title Deed 

No. 


(Rai-Ngarn- 

Square Wah) 

Warehouse 

Space 

(Square Meter) 

Details of Warehouse Buildings 

6 


Appraisal Value (As of 1 June 2012) 

Nexus Property 

Consultants 

Knight Frank 

Chartered 

(Thailand) 

1. Wangnoi W3/1 28625 Phayom Sub-district, 23 - 2 - 24 

5,850 One building of one-storey reinforced 429,000,000 99,100,000 

Wangnoi District, Phra 

concrete building with mezzanine 

2. Wangnoi W3/2 

Nakorn Si Ayutthaya 

Province 

5,850 

(divided into 4 units) 

102,200,000 

3. Wangnoi W3/3 5,850 100,600,000 


5,850 

100,700,000 

5. Wangnoi W5/1 28628 

11 - 3 - 91 

2,450 One building of one-storey reinforced 


179,000,000 41,700,000 

6. Wangnoi W5/2 2,450 


42,400,000 

7. Wangnoi W5/3 2,450 42,400,000 


2,450 

41,500,000 

9. Bangna km.39 M1.1/1 1225, 4681, Bang Wua Sub-district, 13-1-80 

1,250 One building of one-storey reinforced 177,000,000 22,900,000 

1243, 27883, Bang Pakong District, 


10. Bangna km.39 M1.1/2 

29466 

(In process of 

Chachoengsao Provice 

1,250 


22,500,000 

11. Bangna km.39 M1.1/3 title deed 

partition.) 

1,250 22,700,000 

12. Bangna km.39 M1.1/4 1,250 

23,200,000 

13. Bangna km.39 M1.1/5 1,250 One building of one-storey reinforced 


22,700,000 

14. Bangna km.39 M1.1/6 1,250 


23,000,000 

15. Bangna km.39 M1.1/7 1,250 22,600,000 

16. Bangna km.39 M1.1/8 1,250 23,100,000 

17. Bangna km.39 M1.1/9 

18. Laemchabang L 59659 Nong Kham Sub- 

9 - 2 - 26.6 

1,700 

district, Sriracha 

19. Laemchabang M 

172407 District, Chonburi 

Province 

4 - 1 - 62 

1,700 

1,250 

22,600,000 

56,200,000 

20. Laemchabang N 1,700 27,700,000 

21. Laemchabang O 

1,700 

One building of one-storey reinforced 



143,000,000 

28,600,000 

Acquisition prices 

418,437,607.61 

174,600,589.04 

192,362,550.98 

143,001,404.62

No. TICON Logistics 

Park Project 

Warehouse 

Name 

Title Deed 

No. 


(Rai-Ngarn- 

Square Wah) 


Warehouse 

Space 

(Square Meter) 

Details of Warehouse Buildings 

7 


Appraisal Value (As of 1 June 2012) 

Nexus Property 

Consultants 

Knight Frank 

Chartered 

(Thailand) 

22. Laemchabang P 1,700 28,700,000 

23. Laemchabang W1/1 172406 Nong Kham Subdistrict, 

Sriracha 

21 - 0 - 31ผ.7 3,408 

24. Laemchabang W1/2 

District, Chonburi 

Province 

3,288 

25. Laemchabang W1/3 6,612 

26. Laemchabang W1/4 3,378 

27. Laemchabang W1/5 

28. Rojana W1 

29. Rojana W3 

30. Rojana W2 

31975 Uthai Sub-district, Uthai 

District, Phra Nakorn Si 

Ayutthaya Province 

19-0-65 

2,688 

One building of one-storey reinforced 



Acquisition prices 

329,000,000 326,800,000 329,980,018.12 

15,120 One building of one-storey reinforced 



309,000,000 239,800,000 

3,204 

63,200,000 

31. Eastern Seaboard I W1 172584 Bowin Sub-district, 7 - 3 - 17.3 

2,706 One unit of one-storey reinforced 

424,000,000 45,700,000 

Sriracha District, 

Chonburi Province 


32. Eastern Seaboard I W2/1 1,761 One building of one-storey reinforced 



29,600,000 

33. Eastern Seaboard I W2/2 

1,761 

29,600,000 

34. Eastern Seaboard I W4 172588 4 - 2 - 6 3,300 One unit of one-storey reinforced 


35. Eastern Seaboard I W5 172587 5 - 1 - 59.1 5,010 One unit of one-storey reinforced 

concrete building with mezzanin 

36. Eastern Seaboard I W6 172586 

14 - 2 - 38.4 12,478 One unit of one-storey reinforced 


56,200,000 

84,700,000 

189,900,000 

307,941,096.51 

432,576,733.12 

Total 135 - 2 - 1.1 117,664 1,990,000,000 1,982,600,000 1,998,900,000.00 

Remarks: 

� As of 1 June 2012, total appraisal value was Baht 1,990,000,000 by Nexus Property Consultants Co., Ltd. and total appraisal value was Baht 1,982,600,000 by Knight Frank Chartered (Thailand) Co., Ltd. Both 

appraisal firms adopted an income approach for valuation of properties, due to income-generating capability of the properties. Investors can see the details in the appraisal reports at the Management Company. 

� For Warehouse Buildings Nos. 5-8, 21 and 32, Ticon Logistics Park Co., Ltd, as the Property Manager, has agreed with the Fund that it will guarantee the tenant occupancy for a period of 1 year from the date of 

transfer of rights. The rent that the Property Manager will be subsidizing to the Fund shall be at the same rate presently paid by tenants on the condition that such subsidy shall only be for vacant units and shall not 

include cases where the tenants miss or default on their rent payment.


The projected rental and service income from properties to be invested by the Fund from 1 October 2012 to 30 

September 2013 (approximately 1 year period) is approximately Baht 16.0 million per month (based on a 100%occupancy 

rate). The projection could not warrant future performance, and the projected income from rental and 

service fees are income before expenses of the Fund. 

The Management Company will appoint TICON Logistics Park Company Limited as the property manager of the 

additional properties which are shown in the table: “Summary of Properties to be Invested by the Fund - 3 rd 

Investment (2 nd Capital Increase)”. 

1. General Information on Warehouse Buildings for Rent 

The following table shows summary of data, as of 31 May 2012, concerning the existing properties and 

additional properties to be invested in by the Fund. 

Leased Warehouse Space 

(square meter) 

Occupancy Rate 

(as of 31 May 2012) 

Existing Properties Properties to be 

invested by the FUND 

8 


Total 

125,961 117,664 243,625 

88.00% 97.06% 92.38% 

Number of Warehouses 27 36 63 

Number of Leased 

Warehouses 

(as of 31 May 2012) 

22 34 56 

� Remark: For warehouses no. 5 - 8, 21 and 32, according to the table “Summary of Properties to be 

Invested by the Fund - 3 rd Investment (2 nd Capital Increase)” Ticon Logistics Park Co., Ltd, as the Property 

Manager, has agreed with the Fund that it will guarantee the tenant occupancy for a period of 1 year 

from the date of transfer of rights. The rent that the Property Manager will be subsidizing to the Fund 

shall be at the same rate presently paid by tenants on the condition that such subsidy shall only be for 

vacant units and shall not include cases where the tenants miss or default on their rent payment.

TICON Logistics 

Park Project 

Number of 

Warehouses 


Summary of existing properties and properties to be invested by the Fund 

Existing Properties Properties to be invested by the Fund Total 

Area 

(Sq.m.) 

Avg. 

Life 

(Years) 

Occ. Number of 

Warehouses 

9 


Area 

(Sq.m.) 

Avg. 

Life 

(Years) 

Occ. Number of 

Warehouses 

Wang noi 5 34,106 3.60 100.00% 8 33,200 1.49 100.00% 13 67,306 2.56 100.00% 

Bangna 11 50,325 3.56 79.83% 9 11,250 3.56 100.00% 20 61,575 3.56 84.08% 

Laemchabang 11 41,530 4.42 87.21% 10 27,874 0.06 93.90% 21 69,404 2.67 89.90% 

Rojana - - - - 3 18,324 1.82 100.00% 3 18,324 1.82 100.00% 

Eastern Seaboard I - - - - 6 27,016 0.89 93.48% 6 27,016 0.89 93.48% 

Area 

(Sq.m.) 

Avg. 

Life 

(Years) 

As of 31 May 2012 

Total 27 125,961 3.85 88.00% 36 117,664 1.26 97.06% 63 243,625 2.60 92.38% 

� Remark: For warehouses no. 5 - 8, 21 and 32, according to the table “Summary of Properties to be Invested by the Fund - 3 rd Investment (2 nd Capital 

Increase)” Ticon Logistics Park Co., Ltd, as the Property Manager, has agreed with the Fund that it will guarantee the tenant occupancy for a period of 1 year 

from the date of transfer of rights. The rent that the Property Manager will be subsidizing to the Fund shall be at the same rate presently paid by tenants on 

the condition that such subsidy shall only be for vacant units and shall not include cases where the tenants miss or default on their rent payment. 

Occ.


2. Locations of Projects 

The additional leased warehouse buildings to be invested in by the Fund are located in TICON Logistics Park 

Project - Wangnoi, TICON Logistics Park Project - Bangna, TICON Logistics Park Project - Laemchabang, TICON 

Logistics Park Project - Rojana and TICON Logistics Park Project - Eastern Seaboard I as detailed below: 

� There are 2 warehouse buildings (8 units) located in TICON Logistics Park - Wangnoi, as detailed below: 

Developer TICON Logistics Park Company Limited 

Location Wangnoi District, Phra Nakorn Si Ayutthaya 

Province 

Distance by Road, from: 

- Bangkok 55.5 kms 

- Suvarnabhumi Airport 64 kms 

- Don Mueang Airport 37.3 kms 

- Khlong Toei Port 79 kms 

- Laem Chabang Port 167 kms 

� There are 2 warehouse buildings (9 units) located in TICON Logistics Park - Bangna, as detailed below: 


Location Bang Pakong District, Chachoengsao 

Province 


- Bangkok 39 kms 


- Don Mueang Airport 73 kms 



� There are 2 warehouse buildings (10 units) located in TICON Logistics Park - Laemchabang, as detailed 

below: 


Location Sriracha District, Chonburi Province 






10 



� There is 1 warehouse building (3 units) located in TICON Logistics Park - Rojana, as detailed below: 


Location Uthai District, Phra Nakorn Si Ayutthaya 

Province 







� There are 5 warehouse buildings (6 units) located in TICON Logistics Park - Eastern Seaboard I, as 

detailed below: 


Location Sriracha District, Chonburi Province 


3. Age of Warehouse Buildings and Warehouses 





As of 31 May 2012, all 12 warehouse buildings (36 units), to be invested in by the Fund, had weight average 

age by rental space from the complete construction date equal to 1.26 years, as per detailed below: 

Age of 

Factories 

(Years) 

Number of Factories / Ratio of Rental Fee to Total Rental Fees 1 

Existing Properties Properties to be invested Total 

(Number of 

Warehouses) 

% (Number of 

Warehouses) 

% (Number of 

Warehouses) 

< 4 Years 17 68.34 32 95.66 49 79.85 

4 - 8 Years 10 31.66 4 4.34 14 20.15 

> 8 Years - - - - - - 

Total 27 100.00 36 100.00 63 100.00 

Remark: 1 Reflects rental income contribution for the month of May 2012 

11 


%

4. Occupancy Rate 


12 warehouse buildings (36 units) to be invested by the Fund have the average occupancy rate of in 2009, 

2010, 2011 and a period from January - May 2012 as follows: 


Park Project 

Warehouse 

Average Occupancy Rate (%) 

2009 2010 2011 Jan-May 

2012 

1 Wangnoi W3/1 92 80 

2 Wangnoi W3/2 0 80 

3 Wangnoi W3/3 92 100 

4 Wangnoi W3/4 100 100 

5 Wangnoi W5/1 0 83 100 

6 Wangnoi W5/2 0 58 100 

7 Wangnoi W5/3 0 58 100 

8 Wangnoi W5/4 0 58 100 

9 Bangna km.39 M1.1/1 100 100 100 100 

10 Bangna km.39 M1.1/2 33 0 67 100 

11 Bangna km.39 M1.1/3 33 0 100 100 

12 Bangna km.39 M1.1/4 33 100 100 100 

13 Bangna km.39 M1.1/5 92 100 100 100 

14 Bangna km.39 M1.1/6 25 100 100 100 

15 Bangna km.39 M1.1/7 0 42 100 100 

16 Bangna km.39 M1.1/8 0 83 100 100 

17 Bangna km.39 M1.1/9 0 33 100 100 

18 Laemchabang L 40 

19 Laemchabang M 40 

20 Laemchabang N 20 

21 Laemchabang O 0 

22 Laemchabang P 40 

23 Laemchabang W1/1 40 




12 



Park Project 


Warehouse 

Average Occupancy Rate (%) 

2009 2010 2011 Jan-May 

2012 


28 Rojana W1 42 100 100 

29 Rojana W3 0 92 100 

30 Rojana W2 0 42 100 

31 Eastern Seaboard I W1 0 80 

32 Eastern Seaboard I W2/1 0 0 

33 Eastern Seaboard I W2/2 33 100 




� Remark 

Refer to uncompleted factories 

5. Remaining Term of Lease Agreements 

The table below sets out details of lease expiries in respect of the committed leases for the warehouse buildings to 

be invested in by the Fund, as of 31 May 2012. 

Year of Lease Expiry 

Existing Properties 

(%) 

Percentage of Total Rental Income 1 

Properties to be 

invested by the Fund 

2012 10.21 3.22 7.26 

13 


(%) 

Total 

2013 12.00 19.49 15.16 

2014 24.01 48.44 34.31 

After 2014 43.03 25.73 35.74 

Vacant 10.75 3.12 7.53 

(%) 

Total 100.00 100.00 100.00 

Remarks: 1) 1 Reflects rental income contribution for the month of May 2012 

2) For the warehouse buildings which the Fund will be investing at this Capital Increase, there are 3 

buildings which the lease contract will be expired in 2012. The tenants of all 3 buildings have 

renewed their leases for a period of 3 years ending in 2015.

6. Details of Tenants of Warehouses 


The table below sets out details of the tenant diversification, in terms of nationality of tenants, for the 

warehouse buildings to be invested in by the Fund, as at 31 May 2012: 

Nationality 


(%) 

Percentage of total rental income 1 



(%) 

Total 

Japanese 15.51 43.33 27.23 

French 22.26 - 12.88 

German 16.99 9.47 13.82 

South Korean - 19.02 8.02 

Australian 9.81 - 5.68 

Other countries or joint 

venture companies 24.68 25.06 24.84 

Vacant 10.75 3.12 7.53 

Total 100.00 100.00 100.00 

Remark: 1 Reflects rental income contribution for May 2012 

The table below sets out details of the tenant diversification, in terms of types of business of the tenants, for 

the warehouse buildings to be invested by the Fund, as at 31 May 2012: 

Types of Business 


(%) 

Percentage of total rental income 1 



14 


(%) 

(%) 

Total 

Logistics 32.74 58.36 43.54 

Retail 37.66 - 21.79 

Consumer products 4.12 - 2.38 

Electronics products 10.20 19.02 13.93 

Automotive 2.59 10.85 6.07 

Others 1.94 8.65 4.76 

Vacant 10.75 3.12 7.53 

Total 100.00 100.00 100.00 


(%)

No. 


The table below sets out the information of the 5 largest tenants by rental income: 

Tenants 1 

Existing Properties Properties to be invested Total 

1 Siam Makro Public Company Limited Thai Samsung Electronics Co., Ltd. Siam Makro Public Company Limited 

2 Big C Supercenter Public Company Limited The Billennium Corporation Co., Ltd. 

15 


Big C Supercenter Public Company 

Limited 

3 Leschaco (Thailand) Limited NYK Logistics (Thailand) Co., Ltd. Thai Samsung Electronics Co., Ltd. 

4 

Toll Warehouse (Thailand) Company 

Limited 

Nittsu Shoji (Thailand) Co., Ltd. Leschaco (Thailand) Limited 

5 Mits Logistics (Thailand) Company Limited Exel Logistics (Far Fast) Limited The Billennium Corporation Co., Ltd. 

Percentage of total rental 

income of the 5 largest 

tenants by rental income (%) 


66.10 50.87 41.27


7. Historical Rental Income of Additional Warehouse Buildings to be Invested by the Fund 

Income structure, to be generated from 12 warehouse buildings (36 units); mainly comprises rental fee income 

and service fees. The historical incomes for the previous 3 years are as follows: 

Unit: Million Baht 

Income 2009 2010 2011 Jan-May 

2012 

Base rental 3.2 10.8 29.1 30.8 

Service charge 2.6 8.8 23.9 23.4 

Common area 

service fees 

Total rental 

income 

Remarks: 

- - - 0.3 

5.8 19.6 53.0 54.5 

1) An increase in base rental and service charge during the past three years stemmed 

from gradual realization of income from completed warehouse buildings and occupation 

by tenants. 

• As of the end of 2009, there were 9 units of warehouses completed. 



• As of 31 May 2012, there were 36 units of warehouses completed. 

2) For the additional investment in 10 warehouse buildings in Ticon Logistics Park 

Laemchabang, Ticon Logistics Park Company Limited (“the Seller”) will transafer the 

rights, duties and responsibilities according the lease agreement, service agreement 

and maintenance service agreement which the Seller had signed with the current 

tenants, to the Fund. The income from maintenance, therefore, comes from the 

maintenance service agreement with the tenants in the Ticon Logistics Park 

Leamchabang. 

16 



Important information of contracts related to the 2 nd capital increase 

1. Land and Warehouse Building Sale and Purchase Agreement 

Seller • Ticon Logistics Park Company Limited 

Buyer • TPARK LOGISTICS PROPERTY FUND 

Properties to be Sold • Land area 35-2-15 (Rai-Ngarn-Square Wah) with 2 

buildings 8 units in Ticon Logistics Park Wangnoi, 

Payon Sub-district, Wangnoi District, Ayutthaya Province 

• Land area 13-1-80 with 2 buildings 9 units in Ticon 

Logistics Park Bangna, Bang Wua Sub-district, Bang 

Pakong District, Chachoengsao Province 

• Land area 35-0-20.3 with 2 buildings 10 units in Ticon 

Logistics Park Laemchabang, Nongkham Sub-district, 

Sriracha District, Chonburi Province 

• Land area 19-0-65 with 1 building 3 units in Ticon 

Logistics Park Rojana, Uthai Sub-district, Uthai District, 


• Land area 32-1-20.8 with 5 buildings 6 units in Ticon 

Logistics Park Eastern Seaboard 1, Borwin Sub-district, 


Sale Price • Land, storage building and extension no more than 

Baht 2,100,000,000 

Insurance • Since the Seller has bought risk insurance policies for 

the assets that the Fund will be investing. Such insurance 

policies include all risk insurance, third-party insurance 

and business interruption insurance. Therefore, when 

such assets are sold to the Fund, the Seller will transfer 

all such insurance to the Fund. 

17 


Conditions for Buying and Selling 

Assets 

• Land and building 

ownership transfer fees 

• Withholding tax 

• Special business tax 


2. Property Management Appointment Contract includes 2 contracts as follows: 

(2.1) Amended Appointment of Property Manager Agreement (for the properties already invested) 

Property Manager Ticon Industrial Connection Public Company Limited 

(“TICON”) 

Fund TPARK LOGISTICS PROPERTY FUND 

Assets to be Managed The assets that the Fund has invested include: 

a) Land area 45-1-86 (Rai-Ngarn-Square Wah) with 2 

buildings 5 units in in Ticon Logistics Park Wangnoi, 


b) Land area 56-1-91 with 2 buildings 11 units in Ticon 

Logistics Park Bangna, Samak Sub-district, Bangpakong 

District, Chachoengsao Province 

c) Land area 48-2-60 with 2 buildings 11 units in Ticon 



Period of Management From the date the Fund invested in such properties (1 st 

capital increase) ending 31 December 2019 (7 years 6 

months remaining) 

Fee for the Management In accordance with “Rental Income and Service Fees 

Guarantee after the 2 nd Capital Increase” in No. (1.2) 

Guarantee Agreement on minimum 

rental income and service fees 

• Both the Buyer and Seller will pay half of the fees 

• The Seller will be responsible for the tax 

• The Seller will be responsible for the tax 

As per the Rental Income and Service Fees Guarantee 

Agreement 

18 


Change of Property Manager 


Ticon Industrial Connection Public Company Limited has 

the right to change the Property Manager and the income 

guarantor under the Rental Income and Service Fees 

Guarantee Agreement with Ticon Logistics Park Company 

Limited with the following conditions: 

a) Ticon Logistics Park Company Limited shall be a listed 

company 

b) Ticon Industrial Connection Public Company Limited 

shall hold at least 51% of the total shares sold of 

Ticon Logistics Park Company Limited for the duration 

of the income guarantee in accordance to the Rental 

Income and Service Fees Guarantee Agreement made 

with Ticon Logistics Park Company Limited as the 

Property Manager; and 

c) During the period of change of Property Managers 

1) Ticon Logistics Park Company Limited shall be rated 

by a credit rating agency, approved by the Office 

of the SEC, with a rating of no less than the rating 

received by Ticon Industrial Connection Public 

Company Limited or 

2) Ticon Industrial Connection Public Company Limited 

and/or the same group of persons shall hold the 

Fund’s Investment Units in an amount no less than 

20% of the total Investment Units sold for the 

duration of income guarantee period in accordance 

to the Rental Income and Service Fees Guarantee 

Agreement signed with Ticon Logistics Park Company 

Limited as the new Property Manager. 

19 



Expiry Date The Fund may cancel the Property Management Agreement 

for the following events: 

a) The Property Manager is insolvent or in the process of 

being declared bankrupt or under debt restructuring, 

is a bankrupt person or is under receivership for all its 

assets or for crucial assets of the Property Manager 

b) The Property Manager is unable to abide by the this 

Agreement or other agreements with the Fund which 

such breach of agreement has not been rectified within 

30 days after the date the Fund has notified the 

Property Manager 

c) The Property Manager failed to meet the qualifications 

for its duty as the property manager for any reason 

whatsoever and is unable to rectified the matter within 

60 days from the date the qualifications are not met 

d) The Property Manager has conducted fraud as a property 

manager 

Moreover, This Agreement shall be cancelled if the following 

events occurred: 

a) Ordered by the office of the SEC to dissolve the Fund 

(2.2) Appointment of Property Manager (for the 2 nd Capital Increase) 

b) The Fund has sold or transferred all assets under its 

management to other persons and the Property Manager 

does not wish to continue the property management 

service under this Agreement 

Property Manager Ticon Logistics Park Company Limited (“TPARK”) 


Assets to be Managed The assets to be invested include: 

a) Land area 35-2-15 (Rai-Ngarn-Square Wah) with 2 

buildings 8 units in in Ticon Logistics Park Wangnoi, 


b) Land area 13-1-80 with 2 buildings 9 units in Ticon 

20 



Logistics Park Bangna, Bangwoir Sub-district, Bangpakong 

District, Chachoengsao Province 

c) Land area 35-0-20.3 with 2 buildings 10 units in Ticon 



d) Land area 19-0-65 with 1 building 3 units in Ticon 

Logistics Park Rojana, Uthai Sub-district, Uthai District, 


e) Land area 32-1-20.8 with 5 buildings 6 units in Ticon 

Logistics Park Eastern Seaboard 1, Borwin Sub-district, 


Period of Management Approximately 5 years from the date the Fund has additional 

invested (the 2 nd Capital Increase) 

Fee for the Management As per the “Rental Income and Service Fees Guarantee 

after the 2 nd Capital Increase” No. (2.2) 

Other conditions For warehouses no. 5 - 8, 21 and 32, according to the table 

“Summary of Properties to be Invested by the Fund - 3 rd 

Investment (2 nd Capital Increase)” Ticon Logistics Park 

Co., Ltd, as the Property Manager, has agreed with the 

Fund that it will guarantee the tenant occupancy for a 

period of 1 year from the date of transfer of rights. The 

rent that the Property Manager will be subsidizing to the 

Fund shall be at the same rate presently paid by tenants 

on the condition that such subsidy shall only be for vacant 

units and shall not include cases where the tenants miss 

or default on their rent payment. 

3. Rental Income and Service Fees Guarantee Agreement by the Property Manager 

(1 st Amendment) 

This Agreement guarantees the rental income and service fees only for the assets that Fund has already 

invested before any additional investment) 

21 



The Rent Income Guarantor Ticon Industrial Connection Public Company Limited 

175 Sathorn City Tower 13 th Flr.South Sathorn Road, 

Sathorn Bangkok 10120 Tel. 0-2679-6565 

As the Property Manager (for the assets invested before 

the 2 nd Capital Increase) 


Guarantee Period Effective from 29 September 2011 ending 31 December 

2016. As of 30 June 2012, this Agreement has 4 years 

and 6 months remaining 

Detail of Agreement • The Property Manager agrees to guarantee the minimum 

rental income and service fees which covers cases 

where the tenants miss or default on their rent payments 

(however, such guarantee shall not cover the loss of 

income or the inability to collect rent due to force majeure 

such as fire, flood, storm, other natural disasters, 

insurrection, war, strike, epidemic and/or other incidents 

beyond the control of the Property Manager) 

Collateral for Minimum Rental Income 

and Service Fees Guarantee 

• The Fund shall have an income after maintenance fees of 

no less than the following amounts: 

a) From 29 September 2011 to 31 December 2011 

the income after maintenance fees shall be no 

less than Baht 47,916,666.67 

b) From 1 January 2012 to 31 December 2016 the 

income after maintenance fees shall be no less 

than Baht 187,500,000 

• The Property Manager agrees to place guarantees 

from a commercial bank as follows: 

a) From 29 September 2011 to 31 December 2011 

equals to Baht 47,916,666.67 

b) From 1 January 2012 to 31 December 2016 equals 

to Baht 187,500,000 

22 


4. Property Maintenance Service Fees Agreement 

(2 nd Amendment) 

Owner of Ticon Logistics Park 

Project and the provider of the 

maintenance service 


• Ticon Logistics Park Company Limited (“TPARK”) 

Fund • TPARK LOGISTICS PROPERTY FUND 

Maintenance Service Agreement • TPARK shall be responsible for arranging the 

tenants of the warehouse buildings invested by 

the Fund pay the maintenance fee directly to 

TPARK 

• In the case there are no tenants in the warehouse 

buildings invested by the Fund , the Fund agrees 

to pay the monthly maintenance fees for the 

vacant buildings or units 

• Other details shall be in accordance with the 

Property Maintenance Service Fees Agreement 

23 



Investment Highlights 

The Asset Management believes that the properties invested by the Fund have the following investment highlights: 

1. Good and Promising Locations 

1.1 Ticon Logistics Park Bangna Project is located on Bangna-Trad Road near Motorway, 

Suwannaphumi Airport and various industrial parks 

Ticon Logistics Park Bangna Project is located at the corner of Bangna-Trad Road (Highway No.34) at 

the 39 th Km. and Motorway (Highway No.7) at Bangsamak, Bangpakong, Chachoernsao Province which 

the construction started in 2006 with a total land area of 450 rais. This project is located in investment 

zone No.1 and in the purple zone which can be developed into a large industrial project and approved 

by the BOI on 13 June 2007 as a Logistics Park Type 7.31. Moreover, parts of Ticon Logistics Park 

Bangna have been approved as duty free zones named the “Ticon Logistics Park Duty Free Zone” as per 

the Notification of the Customs Department No. 87/2546. Businesses situated in Ticon Logistics Park 

Bangna will receive duty benefits. All vehicles coming in and going out of the Park will be inspected by 

the officers of the Customs Department. Tenants who use the space as an international distribution 

center and/or international procurement office supported by the BOI, will receive additional tax benefits. 

1.2 Ticon Logistics Park Wangnoi Project is located on Phaholyothin Road near the gateway to 

Eastern and Western Ring Road and also situated for distribution of goods to the northern, 

central and eastern regions of Thailand 

Ticon Logistics Park Wangnoi Project is situated at 6/1 Phaholyothin Road, on the 55+900 Km. in Payom, 

Wangnoi, Ayutthaya Province. The construction of this project started in 2007 with a total land area of 

213 rais. Wangnoi has a good potential to be developed into a warehouse center and distribution center 

of medium to large logistics businesses which is strategically situated for distribution of goods to the 

northern, central and eastern regions of Thailand. This project is a logistics park approved by the BOI 

Type 7.31. 

1.3 Ticon Logistics Park Laemchabang Project is situated on Bypass-Laemchabang Road (Special 

Highway No.7) in Nongkam, Sriracha, Chonburi Province., near Laem Chabang Port and 7.5 

Km. far from Sukhumvit Road 

Ticon Logistics Park Laemchabang Projectis is situated on Bypass- Laemchabang Road (Special Highway 

No.7) at the 0+200 Km. in Nongkam, Sriracha, Chonburi Province. The construction of this project 

started in 2006 with a total land area of 63 rais and 50,000 square meters of rent space. At present 

there are no restrictions to the zoning in the area. The road in front of the project is 4 lanes or 20 

meters wide with sideways on both sides of the road. 

24 



1.4 Ticon Logistics Park Rojana Project is located in Rojana Industrial Park, Ayutthaya Provicnce, 

which is efficient and appropriate distribution center. 

Ticon Logistics Park Rojana Projectis is situated on Highway No.3056 in Uthai, Ayutthaya Province. The 

construction of this project started in 2009 with a total land area of 19 rais. Ayutthaya is strategically 

situated be developed into a storage center and distribution center of medium to large logistics businesses 

which include many famous tenants like Honda. 

1.5 Ticon Logistics Park Eastern Seaboard Project is located in front of Eastern Seaboard 

Industrial Park and only 30 Km far from Laem Chabang Port and Sriracha district 

Ticon Logistics Park Eastern Seaboard Project is situated in Pluekdaeng, Rayong Province approximately 

117 Km. from Bangkok on Highway No.331 connecting to No.7 with a total land area of 46 rais. The 

Eastern Seaboard (Rayong) is considered the “Detroit of the East”. It is one the largest centers for the 

automotive industry in Thailand with companies like Ford-Mazda producing 1-ton trucks for export and 

General Motors assembly plant producing MPV, SUV and 1-ton trucks for exports as well. Apart from the 

aforementioned companies, 25 of the 50 leading automotive parts companies in the world are situated 

in this project and 25 of Toyota group of companies are also situated in this project. Altogether there 

are approximate 120 companies from different parts of the world with plants in this project. 

2. Long-term Lease by well-known tenants 

After this 2 nd Capital Increase the Fund will have major tenants such as Siam Makro Public Company Limited 

with space and rent share of 11.29% of the rental income and service fees of the Fund. The current lease is for 

10 years (ending in 2018) which the rate of rent will increase in accordance with the lease agreement. 

Big C Supercenter Public Company Limited with space and rent share of 10.50% of the rental income and 

service fees of the Fund. The current lease is for 2 years with commitment of another 3-year lease. 

Thai Sumsung Electronics Company Limited with space and rent share of 8.02% of the rental income and 

service fees of the Fund. The current lease will end in 2015. 

Leschaco Company Limited (German logistics provider) with space and rent share of 6.37% of the rental 

income and service fees of the Fund. The current lease is a long-term lease for 12 years (ending in 2023) 

The Billennium Corporation Company Limited with space and rent share of 5.10% of the rental income and 

service fees of the Fund. 

All 5 tenants constitute rent income of 41.27% of the total rental income and service fees of the Fund which 

makes the income structure of the Fund very stable. 

25 



3. Investment Returns from Dividends which the Unitholders will Receive after 2 nd Capital Increase 

The Asset Management expects that the properties invested by the Fund are able to generate income and the 

Unitholders will receive steady and increasing dividends from the potential increasing rent and service income in 

line with the expansion of the logistics service industry. 

At the moment, Thailand has great potential in the logistics industry including the potential to be the base for 

important industries in Southeast Asia. Since Thailand has a large skilled workforce and is already a center for 

export to other countries in the region resulting in a good possibility that logistics service in Thailand will 

continue to expand, hence, the growing demand for storage/warehouse space. 

4. Properties Currently being Invested by the Fund still have Rental Income (after maintenance 

service fees) Guarantee for another 4 Years 

The properties that the Fund has already invested, Ticon Industrial Connection Public Company Limited as the 

Property Manager, guarantees under the amended Appointment of Property Manager Agreement (for the 

existing properties) that the Fund will have an income after maintenance service fees of no less than the 

amount specified in “Rental Income and Service Fees Guarantee for the 2 nd Capital Increase No. (1.1)”. Such 

income guarantee shall not cover the loss of income or the inability to collect rent or default on the rent 

payment due to force majeure such as fire, flood, storm, other natural disasters, insurrection, war, strike, 

epidemic and/or other incidents above the control of the Property Manager; details as per the Appointment of 

Property Manager Agreement specified in “Rental Income and Service Fees Guarantee for the 2 nd Capital 

Increase No. (1.1)”. Ticon Industrial Connection Public Company Limited has the right to change the property 

manager and income guarantor to Ticon Logistics Park Company Limited, details as per the terms and 

conditions in the Rental Income and Service Fees Guarantee Agreement. 

5. Experience and Expertise of Ticon Industrial Connection Public Company Limited and Ticon Logistics 

Park as Property Manager 

Ticon Industrial Connection Public Company Limited as the Property Manager of the assets already invested by 

the Fund and Ticon Logistics Park Company Limited as the Property Manager of the assets that will be invested 

this time belong to a leading group that develop factories and/or warehouse for rent in Thailand. The group has 

experience in managing industrial space for rent for 20 years and 7 years respectively. This is a testament of 

the group’s understanding in the warehouse business including expertise in marketing, good relationships with 

tenants and good record of renewing lease contracts. The Asset Management believes that the experience of 

such Property Managers will help in managing the properties of the Fund efficiently. 

6. Motivation for Generating Income for the Fund 

Ticon Industrial Connection Public Company Limited has an intention to keep the investment ratio in the Fund 

at no less than 20% of NAV. Therefore, the major and minor Unitholders can be confident that Ticon Industrial 

Connection Public Company Limited will efficiently manage the properties of the Fund for the best benefits of 

the Unitholders. Since the benefits received will also be beneficial to both Ticon Industrial Connection Public 

26 



Company Limited and Ticon Logistics Park Company Limited as the Property Manager will receive the income 

proportionate to the performance of the Fund which is a motivation of the companies to maximize the income 

and minimize the cost of the Fund. 

Future Investments 

The Asset Management may consider investing in the following investments: 

� Additional Investment in real estate properties including projects under construction, other securities or other 

methods of investment as per the notifications of the SEC, notifications of the Office of the SEC or other related 

notifications that are effective at present or that will be amended in the future; and/or 

� Investment portfolio which may buy, sell real estate properties for the Fund and shall have the investment and 

management objective within the scope and in the same direction as the objective of the Project Income Plan 

Income Generation from Properties currently being Invested by the Fund 

Diagram showing the Income Generation Process of the Properties Invested by the Fund 

Properties Invested from the 

IPO and 1st Capital Increase 

Rent and Service Fees 

Guarantee After 

Deducting 

Maintenance Fee With 

an Income No Less 

than Baht 187.5 

Million Per Year (as 

per the Criteria, 

Terms and Conditions 

In the Rental Income 

and Service Fees 

Guarantee 

Agreement) 

Properties for Rent 

Ticon Industrial 

Connection Co., Ltd 

Property 

Management Fee 

(as per the 

Criteria, Terms 

and Conditions in 

the Property 

Management 

Agreement) 

27 


Fund 

Tenants 

Rental Fee, 

Service Fees and 

Maintenance Fee 

(Laemchabang) 

Properties for Rent 

Properties to be Invested from 

the 2nd Capital Increase 

Property 

Management Fee 

(as per the 

Criteria, Terms 

and Conditions in 

the Property 

Management 

Agreement 

Ticon Lotistics Park Co., 

Ltd. 

Maintenance Fees 

(as per the Criteria, 

Terms and 

Conditions in the 

Property 

Maintenace Service 

Agreement)


Rental Income and Services Fees Guatantee after the 2 nd Capital Increase 

As the properties invested by the Fund from the money received from this Capital Increase will not receive a rental 

income and services fee guarantee from the Property Manager. For the properties already invested, Ticon Industrial 

Connection Public Company Limited, as the Property Manager, will continue to guarantee the rental income and service fee 

less the maintenance service fee to the Fund as per the Agreement. Therefore, after this Capital Increase the Fund will 

divide the properties invested into 2 groups as per the income guarantee as follows: 

(1) Existing Properties Invested 

(1.1) Guarantee of rental income and service fees by the Property Manager 

Ticon Industrial Connection Public Company Limited as the Property Manager agrees and guarantees 

under the Appointment of Property Manager Agreement with the Fund that the Fund will have an income 

after maintenance fees in the amount no less than the amount specified in each year which the Income 

Guarantee Period shall be from 29 September 2011 to 31 December 2016 (as of 30 June 2012 this 

Agreement as 4 years and 6 months remaining time). The details of the income are as follows: 

a) Income after Maintenance Fee that the Fund will receive shall be no less than Baht 47,916,666.67 

the period of guarantee is from 29 September 2011 to 31 December 2011; and 

b) Income after Maintenance Fee that the Fund will receive in each calendar year shall be no less than 

Baht 187,500,000 per year for the guarantee period from 1 January 2012 to 31 December 2016. 

Note: 

1. Definition 

a) “Rental Income and Service Fees” or “Income” means actual income from rent and 

service fees of the Fund arising from the properties invested by the Fund which have been 

rented out. 

b) “Maintenance Fee” means service fee that each of the projects of Ticon Logistics Park 

Company Limited “Project” charges from the Fund for the maintenance expenses of the 

Projects together with other tenants in the Projects. These expenses include, but not limited 

to, electricity expense for the Project, security system expense, repair expense for the roads 

and public utilities in the Project. Each of the tenants has signed a agreement with the Project 

owner (Ticon Logistics Park Company Limited) and the tenants of the warehouse units agree to 

pay the Maintenance Fee directly to the Project owner and the maintenance service provider 

(Ticon Logistics Park Company Limited). However, in the case where there are no warehouse 

tenants of the properties invested by the Fund, the Fund agrees to pay the monthly 

Maintenance Fee for the vacant units, details as per the Maintenance Fee Agreement. 

28 



c) “Rental Income and Service Fees after deduction of the maintenance fee” or 

“Income after maintenance fee” means Income in a) deducted by the Maintenance Fee in 

b) 

d) “Property(ies)” means land, warehouse buildings, the extentions and all equipments related 

to cold storage as specified in “Details of Investment Policy and Limitation on Investment”. 

e) “Income Guarantee Period” means the period that the Property Manager guarantees after 

deduction of maintenance fee to the Fund in accordance with the Rental Income and Service 

Fee Guarantee Agreement (1 st Amendment) between the Fund and the Property Manager. 

2. Ticon Industrial Connection Public Company Limited agrees to pledge a guarantee issued by a 

commercial bank to the Fund for each calendar year from the beginning of the year for the role as 

the Property Manager as per the Property Management Agreement as follows: 

� From 29 September 2011 to 31 December 2011 for Baht 47,916,666.67 

� From 1 January 2012 to 31 December 2016 in equal amount of Baht 187,500,000 per year 

(calendar year) 

3. The Property Manager agrees to guarantee the income after deduction of Maintenance Fee as 

mentioned above, in full, provided that the Fund still holds rights to all the properties. If a number 

of such properties are sold, the guarantee income amount after Maintenance Fee shall be reduced 

as per the detail in the Rental Income and Service Fees Guarantee Agreement. 

4. In the case the Fund has invested in new properties of Ticon Industrial Connection PLC and/or its 

affiliate companies or has made additions to the existing properties with Ticon Industrial Connection 

PLC as the Property Manager, the amount of income guarantee after Maintenance Fee shall be 

increased per each property acquired on the condition as per the conditions and rate mutually 

agreed by the Fund and the Property Manager. 

5. The calculation of rent income after Maintenance Fee shall be calculated for each calendar year 

from 1 January to 31 December excluding 2011 which the period is from 29 September 2011 to 31 

December 2011. 

6. The Fund cannot guarantee that when the Income Guarantee Period ends on 31 December 2016, 

the Fund will continue to have income after Maintenance Fee of no less than Baht 187,500,000 per 

year. This is due to the occupancy rate, rental rate of the warehouse, the repair and maintenance 

expenses and the reserve for replacement, etc. 

(1.2) The Calculation of Property Management Fee 

As per the Property Management Agreement, the Fund agrees to pay the fee for property management 

to the Property Manager monthly which shall be divided into 2 periods as follows: 

29 



(1) Period from 1 December 2009 to 31 December 2016 

The Property Management Fee = [A x (B-C-D-E)] 

Where as: 

A = stable ratio as specified in the Property Management Agreement 

B = actual rental income and service fee of the Fund 

C = minimum income as per the Rental Income and Service Fees Guarantee Agreement 

D = expenses for the management of properties such as repair and maintenance of properties, 

property taxes, insurance, expenses related to vacant units, maintenance fee, security 

expense and others 

E = reserve funds for the replacing of equipments and major repairs of the properties. Such 

amount shall be appropriately set by considering the economic situation and performance of 

the Fund. The total reserve shall not exceed Baht 4,000,000 per year and shall not exceed 

10% of the net profit of the Fund in such accounting period except for the years 2009 and 

2010 which had no such reserve. 

In the event that the Maintenance Fee calculated as per above method is negative, it shall be 

regarded that the Maintenance Fee is equal to zero and in such event, the Fund shall not be 

responsible for the Maintenance Fee 

(2) Period from 1 January 2017 to 31 December 2019 

The Maintenance Fee shall be 3% of the Rental Income and Service Fees of the Fund and 0-10% of 

the actual profits from operations 

However, the 6-month period before the Income Guarantee Period ends as per (1) or before 30 

June 2016, the Fund and the Property Manager may mutually agree on the fee for the Property 

Manager and details of the rental income guarantee after Maintenance Fee which the Fund Manager 

shall consider for the best interest of the Fund. Such consideration shall be based on the industrial 

situation, performance outlook of the Fund and performance of the Property Manager at the time. 

Other fees such as rent commission, sale commission shall be as specified in the Property 

Management Agreement as follows: 

(1) Rent Commission: 

� For the period of 1 January 2010 to 31 December 2016: no rent commission 

� For the period of 1 January 2017 to 31 December 2019: for 3 years and above leases, the 

commission shall be 2 months’ rent and service fees. For up to 3 years leases, the 

commission shall be 2 months’ rent and service fees averaged over the term of each lease. 

30 



(2) Property Sale Commission: the Property Manager shall receive a commission for the purchase 

and sale of properties at the rate of no more than 3% of each sale/purchase price (except for 

the case that the sale/purchase from the Property Manager or the same group of people). 

The fee for the Property Management shall not be more than 3% of the NAV of the Fund. 

Such fee has not been set as a general rate, the Asset Management uses the expenses of the Property 

Management as the base of calculation so that the Property Manager would have sufficient funds to 

offer quality property management service to the Fund. Such fee calculation is also an incentive for the 

Property Manager to try to manage the properties for the best interest of the Fund since the Property 

Manager’s income is based on the performance of the Fund. 

Other fees are calculated as per the fees normally charged in the industrial property business. 

(2) Properties that Fund will Invest after the 2 nd Capital Increase 

(2.1) The Rent and Service Fees Guarantee from the Property Manager 

� There shall be no Rental Income and Service Fees Guarantee from Ticon Logistics Park Co., Ltd. as 

the Property Manager. 

(2.2) The Calculation of Property Management Fee 

� The Property Management Fee consists of 3% of the income from rent and service fees of the Fund 

and 0-10% of the actual profit from operations of the Fund 

� Rent Commission: For 3 years and above leases, the commission shall be equal to 2 months’ rent 

and service fees. For up to 3 years leases, the commission shall be equal to 2 months’ rent and 

service fee averaged over the term of each lease. 

� Property Sale Commission: the Property Manager shall receive the purchase and sale of properties 

at the rate no more than 3% of each sale/purchase price (except for the case that the 

sale/purchase from the Property Manager or the same group of people). 

The fee for the Property Management shall not be more than 3% of the NAV of the Fund. 

Such fee has not been set as a general rate, the Asset Management uses the expenses of the Property 

Management as the base of calculation so that the Property Manager would have sufficient funds to 

offer quality property management service to the Fund. Such fee calculation is also an incentive for the 

Property Manager to try to manage the properties for the best interest of the Fund since the Property 

Manager’s income is based on the performance of the Fund. 

Other fees are calculated as per the fees normally charged in the industrial property business. 

31 



Summary of the Details of Properties already Invested and to be Invested by the Fund on the 2 nd Capital Investment 

Subject Assets Currently Invested by the Fund Assets to be Invested from the 2 nd Capital 

Income Guarantee 

by the Property 

Manager 

• Income after Maintenance Fee in each calendar year shall be no less 

than Baht 187,500,000 

• Income Guarantee Period from 1 January 2012 to 31 December 2016 

32 


Investment 

Property Manager Ticon Industrial Connection Public Company Limited Ticon Logistics Park Company Limted 

Term of Property 

Management 

Fee for Property 

Management 

From the date of additional investment by the Fund (the 1 st Investment) to 31 

December 2019 

In accordance to the Property Management Agreement, the Fund agrees to 

pay the Property Management Fee to the Property Manager on a monthly 

basis in 2 periods as follows: 

(1) Period from 1 December 2009 to 31 December 2016 

The Property Management Fee = [A x (B-C-D-E)] 

Where as: 

A = stable ratio as specified in the Property Management Agreement 

B = actual Rent Income and Service Fee of the Fund 

C = minimum income as per the Rental Income and Service Fees 

Guarantee Agreement 

D = expenses for the management of properties such as repair and 

maintenance of properties, property taxes, insurance, expenses 

related to vacant units, maintenance fee, security expense and 

others 

None 

Approximately 5 years from the date of additional 

investment (the 2 nd Investment) 

• The Property Management Fee is equal to 3% of 

the rental income and service fee and 0-10% of 

the actual profit from operations of the Fund



E = reserve funds for the replacing of equipments and major repairs of 

the properties. Such amount shall be appropriately set by considering 

the economic situation and performance of the Fund. The total 

reserve shall not exceed Baht 4,000,000 per year and shall not 

exceed 10% of the net profit of the Fund in such accounting period 

except for the years 2009 and 2010 which had no such reserve. 

In the event that the Maintenance Fee calculated as per above method is 

negative, it shall be regarded that the Maintenance Fee is equal to zero 

and in such event, the Fund shall not be responsible for the Maintenance 

Fee 

(2) Period from 1 January 2017 to 31 December 2019 

The Maintenance Fee shall be 3% of the Rental Income and Service Fees 

of the Fund and 0-10% of the actual profits from operations 

However, the 6-month period before the Income Guarantee Period ends 

as per (1) or before 30 June 2016, the Fund and the Property Manager 

may mutually agree on the fee for the Property Manager and details of 

the rental income guarantee after Maintenance Fee which the Fund 

Manager shall consider for the best interest of the Fund. Such consideration 

shall be based on the industrial situation, performance outlook of the 

Fund and performance of the Property Manager at the time. 

33 


Investment



Rent Commission � For the period of 1 January 2010 to 31 December 2016: no rent 

commission 

� For the period of 1 January 2017 to 31 December 2019: 

For 3 years and above leases, the commission shall be equal to 2 

months’ rent and service fees. 

For up to 3 years leases, the commission shall be equal to 2 months’ 

rent and service fees averaged over the term of each lease. 

34 


Investment 

For 3 years and above leases, the commission shall 

be 2 months’ rent and service fees. 

For up to 3 years leases, the commission shall be 2 

months’ rent and service fees averaged over the 

term of each lease.


Conflict of Interest after Investment from the 2nd Capital Increase 

After the 2 nd Capital Increase, Ticon Industrial Connection Public Co., Ltd and Ticon Logistics Park Co., Ltd will be 

appointed as the Property Manager of the properties the Fund already invested and the properties to be invested 

from the 2 nd Captial Increase respectively. While Ticon Logistics Park Co., Ltd is the owner of warehouses in the 

same project of the Fund and also the company selling the properties to the Fund for this 2 nd Capital Increase. 

Thus, the roles of Ticon Industrial Connection Public Co., Ltd and Ticon Logistics Park Co., Ltd (TICON group) may 

be a conflict of interest with the benefits of the Fund in terms of the selection of tenants by offering warehouses of 

Ticon Logistics Park Co., Ltd before warehouses of the Fund or offering warehouses the Fund already invested with 

guarantee by Ticon Industrial Connection Public Co., Ltd before warehouses from this Capital Increase without 

guarantee. 

However, the Asset Management realizes this conflict of interest, therefore, has set a criteria for the selection of 

properties to be purchased by the Fund including a guideline to oversee the property management of the Property 

Manager to prevent such problems from occurring. 

In selecting additional warehouse buildings for investment, the Asset Management shall invest in warehouse 

buildings that have been completed and already have tenants at the time of purchase negotiation between the 

seller and the Fund. Furthermore, the lease agreements shall have no “option to buy” clause, the Asset 

Management shall consider the concentration risk when considering investing in properties as well. 

As for overseeing the property management, the Asset Management shall have a mutual agreement between the 

Fund and the Property Manager that whenever there is an interested customer in renting the warehouse, the 

Property Manager shall submit a full list of available warehouses to the customers without differentiating as to who 

are the property owners. The Asset Management may, from time to time, assign an anonymous person to inquire 

about the available warehouses to ensure that property offerings are in accordance with the agreement with Fund. 

The Property Manager shall also submit a quarterly market report to the Fund which shall include the market 

condition of each quarter and the number of interested customers visiting the warehouses. 

Apart from setting the criteria for the selection of warehouse buildings to be invested and overseeing the 

management of the Property Manager, each unit of the warehouse of the Fund and of Ticon Logistics Park Co., Ltd. 

are different in characteristics in terms of size and location and tax benefits of the tenants which the market rent 

rate for both projects are different. Interested customers will decide on their own which project suits them. 

The Fund will be the owner of warehouses same as Ticon Logistics Park Co., Ltd in 3 projects namely Ticon 

Logistics Park Wangnoi, Ticon Logistics Park Bangna and Ticon Logistics Park Eastern Seaboard I. Differences in 

characteristics of the warehouse buildings owned by the Fund and of Ticon Logistics Park Co., Ltd. are as follows: 

35 



� Ticon Logistics Park Wangnoi 

This project consists of 32 units with sizes between 1,550 to 15,420 square meters. After the 2 nd Capital 

Increase the warehouse buildings owned by the Fund and Ticon Logistics Park Co., Ltd shall be as follows: 

Size 


The Fund 

(unit) 

Large (>8,000 sqm) 1 (cold storage) 

(10,706 sqm) 

Medium (3,000 – 8,000 sqm) 8 

(5,850 sqm) 

Small (8,000 sqm) 1 

(13,700 sqm) 

Free Zone 

Ticon Logistics Park Co., Ltd. 

(unit) 

Medium (3,000 – 8,000 sqm) - - 

Small (


2) Area off the Free Zone consisting of 62 units as follows; 

Size 


The Fund 

(unit) 

Large (>8,000 sqm) 1 

(11,250 sqm) 

Medium (3,000 – 8,000 sqm) 1 

(5,775 sqm) 

Small (


Key Features of the Fund 

1. What type of investment is this Fund suitable for? 

The money invested in TLOGIS should be for a medium to long-term investment since this is a closed-end 

Fund listed on the SET which may have a liquidity risk. 

2. What properties or property lease rights will the Fund be investing in and what are the details of 

such properties or property lease rights? 

Details are as per “Investment of TPARK LOGISTICS PROPERTY FUND” 

3. What kinds of insurance does this Fund have? 

The Fund requires the tenants to subscribe to “all risk insurance” for the assets rented from the Fund which 

shall have the Fund as the beneficiary under such insurance policy. Moreover, the Fund shall ensure that all 

tenants have sufficient and appropriate insurance policies for the assets rented from the Fund. For any vacant 

warehouse, the Fund shall be responsible for the insuring such properties. The Fund currently already has 

“business interruption insurance, and ‘third-party insurance”. 

However, at present the Fund has limited coverage for natural disasters such as flood and earth quake which 

may result in the Fund receiving limited compensation for any damage that may occur due to natural 

disasters. 

4. What are the impacts to the performance of the Fund in the case of a sublease of property or a 

lease on properties, such as buildings or schools, where the lessors do not own the properties 

outright according to the title deeds and later the holders of such deeds cancels such lease where 

the Fund has no contractual insurance to compensate for such damage? 

Since TPARK LOGISTICS PROPERTY FUND has rights to the assets it invests in, therefore, it incurs no such 

risk. 

5. How would the Fund allot the Investment Units to the special buyers or property tenants, 

property sub-tenants or grantor of right to property rights or the same group of people that the 

Fund will be investing? 

None, since at this Capital Increase the Asset Management will allot all the Investment Units to existing 

Unitholders. 

6. What will the investors receive from their investments in this Fund? 

The Fund will invest in real estate properties for no less than 75% of the NAV, the remaining amount will be 

invested in financial instruments. When the Fund receives a return on its investment such rent, service fees, 

interest from bonds and profit from the sale of properties or rights to properties (if any), it will have net profit 

38 



from operations. In such case, the Fund has a policy of paying dividends to the Unitholders at least twice a 

year. 

Moreover, the return on such investments is reflected on the value of Investment Units, therefore, when the 

Unitholders sell their Investment Units on the SET, there is an opportunity that they will receive additional 

profit from the sale. 

7. What is the dividend policy of this Fund? 

The Fund has a policy of paying out dividends to the Unitholders at least 2 times a year, as follows: 

(1) In the case that the fund has a net profit in each year, the Asset Management shall payout dividends to 

the Unitholders at a rate no less than 90% of the net profit of such year. 

However, such net profit shall not include unrealized gain from valuation of properties and/or assets of 

the Fund. 

(2) In the case has accumulated profits, the Asset Management may payout dividends to the Unitholders from 

the accumulated profit account. The dividend payout from net profit and/or such accumulated profit can 

be conducted only when such payout does not incur or increase accumulated loss to the fund. 

The Asset Management shall payout dividends to the Unitholders within 90 days from the end date of an 

accounting period or any other period for paying dividend. 

Additional Conditions: 

In considering payment of dividends, if the dividend to be paid per Investment Unit during an accounting 

period is lower than or equal to Baht 0.10, the Asset Management reserves the right not to pay such dividends 

for that period whereby such dividends shall be brought forward for payment at the end of the accounting 

period. 

For the criteria for paying dividends, the Asset Management shall proceed according to it, unless otherwise 

amended, further notified, ordered, approved and/or allowed by the SEC, Office of the SEC and/or other 

applicable authorities, the Asset Management shall proceed accordingly. 

8. What factors will significantly impact the investments of the investors? 

Changes in the economic situation and political instability 

The fluctuation in the economic situation of Thailand and the world may affect the income from properties 

especially during economic downturn; some enterprises which lease the Fund’s properties may be face with 

business difficulties. Consequently, such difficulties may impact the tenants’ ability to pay rent to the Fund or 

may cause the tenants to terminate the lease contracts they have with the Fund. 

39 


The ability to pay rent of the tenants 


The financial success of the Fund depends, in part, to the tenants’ business success and ability to pay rent. 

Therefore, weak financial status of major tenants or a number of small tenants, vacancy due to breach of 

contracts by the tenants or expiration fo lease contracts may negatively impact the operations of the Fund. 

Fluctuation in the rental rate 

Since the Fund earns the majority of its income from rent, its performance would be affected, if there be any 

fluctuation in the rental rate. 

Rental rate fluctuation may be a result of increased competition, economic variability and political stability. 

9. What are the differences, in terms of risk, in investing in this Fund and other non-property funds? 

A property fund has to invest in real estate properties for no less than 75% of the NAV; thus, most of the 

money invested is concentrated on properties. On the other hand, other types of fund may diversify and invest 

in different kinds of bonds and securities. However, by investing in properties in different areas and with 

tenants in various industries can to a certain extent reduce the concentration risk. 

** Risk Level of Mutual Funds ** 

Low Risk/ Low Complexity High Risk/ High Complexity 

1 2 3 4 5 6 7 8 

Money 

Market 

Funds 

Investing 

only 

Domestically 

Money 

Market 

Funds 

Investing 

Partly 

Overseas 

Government 

Bond Funds 

Fixed 

Income 

Funds 

Mixed 

Funds 

Equity 

Funds 

TLOGIS 

Industrial 

Sector 

Funds* 

Note: As per the direction of the SEC, property funds are similar to industrial sector funds 

40 


Funds 

Investing in 

Alternative 

Assets 

As per the direction of the Office of the SEC, property funds have a risk level of 7 close to industrial sector 

funds but since TLOGIS is a Fund that has freehold on the land and completed buildings it owns, the risk, 

thus, is less than leasehold funds which the value of assets depreciate according to the remaining time on the 

leases. Moreover, the Fund invests in properties in different areas and the ratio of rent comes from various 

businesses such as logistics, retail, electronics, automotive products, consumer products. Therefore, the Fund 

should have lower risk than industrial sector funds that only invest in a few industry sectors. The most 

important factor, assets currently invested (before this Capital Increase) has Rental Income and Service Fees 

Guarantee after Maintenance Fee of vacant warehouses by Ticon Industrial Connection PLC, as the Property 

Manager. When considering the historical record on income of the Fund, it can be seen that the proportion of 

rent is steady. As for the occupancy rate, as of 31 March 2012, the existing properties is 88.00% and if include 

the new properties it would be 92.63%.


From the abovementioned reasons, the Asset Management believes that TLOGIS should have a risk level lower 

than that of industrial sector funds and leasehold property funds. In addition, the partial rent income 

guarantee is similar to bonds, this Fund, thus, should have a risk level somewhere in between fixed income 

funds and mixed fund. Therefore, to be in line with the guideline of the Office of the SEC and for the investors 

to be cautious on the risk level, the Asset Management, thus, maintains that TLOGIS should have a risk level 

of “cautious” at risk level 6. 

The Asset Management would like to warn investors that such risk level indication is solely on its own 

discretion as per the given reasons, therefore, investors should use their own judgment on the appropriate 

level of risk and the risk level that they can accept. 

10. Do the Asset Management, the management of the Asset Management, the fund manager, the 

Trustee, the property appraiser, the Advisor, the property manager or related persons of such 

persons have any relationship with the owner or lessor or the transferor of right to the property 

or the grantor of rights to property, if yes how? 

1. The Fund will invest in land and warehouse buildings including the extentions and equipments as appear in 

the detail of assets to be invested by the Fund which Ticon Logistics Park Company Limited is the owner of 

such assets. 

2. The Fund will appoint Ticon Logistics Park Company Limited to be the Property Manager of the properties of 

the Fund. The assets invested by the Fund are entered into by an agreement by the Fund and related 

persons of the Fund. 

3. Ticon Indistrial Connection Public Company Limited and/or the same group of people has an intention to 

hold no less than 20% but no more than 1/3 of the total Investment Units sold of the Fund. 

11. Is the income of this Fund guaranteed, how? Is the guarantor financially capable of the amount 

in the guarantee agreement, does the guarantor have any relationship with the tenants of the 

properties the Fund has invested in? 

For the properties that the Fund has already invested, Ticon Industrial Connection Public Company Limited as 

the Property Manager, continues to guarantee, fully, the minimum rental income and service fees for vacant 

warehouses for the Fund. 

However, for the properties that the Fund will be additionally investing from this Capital Increase, Ticon 

Logistics Park Company Limited, as the Property Manager will not guarantee the minimum rental income and 

service fees for the Fund. 

(Details as per the section on “Rental Income and Service Fees Guarantee after the 2 nd Capital Investment”). 

41 


Details on Income Guarantee of the Fund 


Ticon Indistrial Connection Public Company Limited, the rental income guarantor of the existing assets, agrees 

and guarantees under the Property Management Agreement that the income of the Fund after deduction of 

the maintenance service fee shall be no less than Baht 187,500,000 per year. Such guarantee shall not include 

loss of income or inability to generate income due to force majeure such as fire, flood, storm, other natural 

disasters, insurrection, war, strike, epidemic and/or other incidents above the control of the Property Manager. 

Assets 

Financial Highlight of TICON 

Current assets 

Cash and cash equivalents 

Current investments 

Trade accounts receivable - Net 

Other current assets 

Balance Sheet 

Financial Statements for the past 3 years 

As of 

31 Dec. 2009 

82.83 

30.00 

17.38 

33.90 


31 Dec. 2010 

183.23 

847.37 

41.59 

45.97 



31 Dec. 2011 

42 


136.83 

950.00 

106.90 

Total current assets 164.11 1,118.17 1,255.77 

Non-current assets 

Pledged deposits at financial institutions 

Accounts receivable from operating leases that have not been paid 

Investment in associates-Net 

Property under development and available for rent/sale - Net 

Property for rent - Net 

Property, plant, equipment, and computer software - Net 

Deferred tax assets 

Deposit for land 

Other non-current assets 

11.66 

- 

1,923.61 

4,797.70 

3,885.32 

106.48 

201.88 

- 

18.30 

10.86 

16.68 

1,820.96 

4,742.16 

3,921.05 

577.77 

258.46 

5.08 

13.44 

62.05 

40.44 

18.15 

1,898.14 

4,674.39 

6,315.46 

607.77 

202.13 

261.13 

Total non-current assets 10,944.96 11,366.46 14,032.96 

Total Assets 11,109.07 12,484.63 15,288.73 

Liabilities And Shareholders' Equity 

Current liabilities 

Short-term loans from financial institutions and liabilities under 

trust receipts 

160.00 

1.72 

15.35 

1,606.10

Balance Sheet 

Trade accounts payable & Other payable 


Financial Statements for the past 3 years 

Long-term loans from related parties are due within one year 

Long-term loans due within one year 

Debentures due within one year 

Obligations under finance leases due within one year 

Corporate income tax payable 

Other current liabilities 


31 Dec. 2009 

148.65 

151.27 

163.65 

500.00 


31 Dec. 2010 


31 Dec. 2011 

43 


- 

320.49 

82.82 

196.07 

157.14 

- 

1,000.00 

3.15 

229.06 

14.37 

329.33 

239.14 

- 

850.00 

Total current liabilities 1,206.71 1,601.52 3,068.08 

Non-current liabilities 

Long-term loans from related party - Net 

Long-term loans - Net 

Debentures - Net 

Reserve for long-term employee benefits 

Deferred income tax liabilities 

Customer deposits 

Other liabilities 

1,456.15 

337.80 

2,850.00 

- 

261.68 

- 

3.15 

864.33 

- 

4,150.00 

- 

7.13 

264.66 

- 

- 

24.90 

18.60 

761.39 

- 

5,300.00 

18.93 

7.44 

392.70 

Total non-current liabilities 4,908.78 5,286.12 6,480.46 

Total Liabilities 6,115.49 6,887.64 9,548.54 

Shareholders’ equity 

Issued and paid up 

Cash receipts from shared subscription 

Premium on ordinary shares 

Excess of investment over book value of a subsidiary 

Retained earnings 

659.85 

2.94 

2,666.60 

(20.05) 

1,684.23 

686.34 

105.59 

2,857.91 

(20.46) 

1,967.61 

- 

781.01 

- 

3,510.09 

(19.09) 

1,468.18 

Total Shareholders’ equity 4,993.57 5,596.99 5,740.19 

Total Liabilities And Shareholders’ Equity 11,109.07 12,484.63 15,288.73

Revenues 



Income statements for the years 2009 2010 2011 

Rental and related service income 

Revenues from construction service 

Utility income 

Sales of properties to unrelated parties 

Sales of properties to associates 

Management fee income from associates 

Other income 

Expense 

809.23 

20.72 

13.24 

44 


- 

1,530.00 

77.73 

8.56 

850.87 

20.63 

16.52 

157.18 

1,737.75 

107.49 

43.01 

880.23 

21.57 

20.59 

132.97 

943.50 

113.44 

19.08 

Total revenues 2,459.49 2,933.45 2,131.39 

Cost of rental and related services 

Cost of construction services 

Cost of utilities 

Cost of sales of properties to unrelated parties 

Cost of sales of properties to associates 

Selling expenses 

Administrative expenses 

Depreciation and amortization expenses 

Management remuneration expense 

Other expenses 

198.52 

13.45 

13.24 

- 

1,052.33 

13.94 

135.44 

84.20 

32.88 

2.82 

194.49 

15.90 

16.52 

95.67 

959.25 

13.72 

148.11 

94.80 

- 

4.92 

248.12 

18.98 

20.59 

63.60 

636.99 

19.04 

214.09 

92.91 

- 

15.55 

Total expenses 1,546.82 1,581.45 1,329.88 

Income before share of profit from investments in associates, finance 

cost and income tax 

Share of profit from investments in associates 

Realized additional gain on sales of properties to associates 

Deferred gain on sales of properties to associates 

Income before financial charges and corporate income tax 

Finance cost 

Profit before corporate income tax 

Corporate income tax 

912.67 

158.67 

- 

(88.96) 

982.38 

(293.84) 

688.54 

(35.26) 

1,352.01 

168.59 

38.90 

(219.03) 

1,340.46 

(261.44) 

1,079.03 

(257.93) 

801.52 

160.80 

3.52 

(63.20) 

902.64 

(267.15) 

635.49 

(199.09) 

Net income 653.28 821.10 436.39


Management Company’s Opinion on the ability of the guarantor (existing properties) 

Long-term debt to equity ratio (times): 

Long-term debt 

equity 

Financial Ratio 2009 2010 2011 

Earnings Before Interest and Taxes coverage (EBIT) ratio (times): 

Net Profit + Interest Expense + Corporate Income Tax + Deferred gain on sales of 

properties to associates 

Interest Expense 

Coverage obligations ratio (times): 

(Net cash from operating activities + Interest Expense) 

(Repayments of long-term loans and debentures + dividend + Interest Expense) 

1.22 1.23 1.66 

3.65 5.97 3.62 

0.37 0.99 0.43 

The Asset Management has a positive outlook on the ability of Ticon Industrial Connection Co., Ltd. to the 

contractual obligations to guarantee the minimum rent income of TLOGIS due to the strong financial position 

and performance as follows: 

� Even though the D/E Ration has increased from 1.23 in 2010 to 1.66 in 2011 due to the fact that Ticon 

Industrial Connection Public Co., Ltd. has borrowings of Baht 2,583.4 million higher than 2010. The main 

reason is because of building expansion and the purchase of additional land, however, this ratio is 

considered to be quite low for factory developer and rent companies 

� In 2010, the Company had an income of Baht 2,933.45 million higher than the previous year due to Baht 

1,894.9 million sale of properties (including the sale of factories to TICON Property Fund). The cost of sale 

is at Baht 1,054.9 million. For 2011, the Company’s income reduce to Baht 2,131.39 million due to the 

flood in the year resulting in a postponement of sale of factories to TICON Property Fund, thus, the 

income from sale of properties reduced to Baht 1,076.5 million (including the sale of warehouses to the 

Fund for the 1 st Capital Increase of Baht 943.5 million). In 2009 to 2011, the Company had net profits of 

26.6%, 28.0% and 20.5% of total income respectively. 

� When considering the ability to pay the interest and the ability to pay according to its contractual 

obligations, in 2011 was 3.62 times and 0.43 times respectively. Both ratios are lower than 2010 due to 

the lower sale of properties. However, the Company had never had a record of defaulting on interest 

payment. 

� To confidence to the Fund, Ticon Industrial Connection Public Co., Ltd. has pledged a guarantee for the 

minimum rent of Baht 187.5 million in the form of a bank guarantee issued by a Thai commercial bank as 

a guarantee of rent guarantee to the Fund which will end on 31 December 2016. 

45 



� Moreover, the Company has entrusted TRIS Rating Agency to evaluate the credit of companies and bonds 

of the Company. As of 18 January 2012, the credit rating of the Company is at A reflecting its position as 

the leader in factories for rent business. The Company has good liquidity from the rental income of 

factories and warehouses together with good performance of the Company. The risk factors on the 

slowdown on the economy of developed countries and the reduced investor confidence due to the flood in 

Thailand in 2011. However, the credit rating outlook of the Company is negative reflecting the effects of 

the flood in 2011 to the operations of the Company. 

46 



Information Related to Investment in the Investment Units 

1. Offering of Additional Investment Units for the 2 nd Capital Increase 

� Procedure for requesting Prospectus and Subscription Form of the Fund 

After approval from the Office of the SEC is received and the amendment to the Fund is done, the Asset 

Management shall send summary prospectus, notification on the allotment of Investment Units to be 

additionally issued and sold and the subscription form to the Unitholders whose names appear on the 

registration book on the date of the registration book closing which the Asset Management shall 

determine. 

The Uniholders can request the prospectus of this project from the Asset Management or the Selling 

Agent 

� Date and time 

From 19-22 November 2012, during 8.30 a.m. - 3.30 p.m. 

� Subscription procedures 

Determining the Price of Investment Units 

Baht 11.35 per Investment Unit 

For existing unitholder, at the ratio of 1 existing investment unit per 0.7422 new investment unit. 

Offering details 

At this Capital Increase, not more than 176,300,960 new Investment Units will be issued and offered. 

The details are as follows: 

Offering 100% of the newly Investment Units issued and offered not more than 176,300,960 units will be 

offered to existing Unitholders whose names appear in the registration book (rights offering) on 26 

October 2012. The existing Unitholders can subscribe to the Investment Units being offered this time 

according to their allotment rights or over their allotment rights or relinquish their rights to the rights 

offering. 

Existing Unitholders who wish to subscribe more than their allotted rights shall subscribe and pay for the 

Investment Units in total. However, only the Unitholders are institutions and juristic persons subscribing 

over their allotted rights for Baht 10 million and up may pay for such Investment Units after result of the 

allotment is announced. 

47 



Procedure for Subscribing for the Existing Unitholders 

(1) Unitholders may subscribe in accordance with “Notification of Allotment units of the Offering of 

Additional Investment Units” at the Asset Management or the Selling Agent as per the date specified 

in the Prospectus. 

(2) Unitholders shall pay for the subscription amount in full to the Asset Management or the Selling 

Agent together with completed form. However, only the Unitholders who are institutions and juristic 

persons subscribing over their allotted rights for Baht 10 million and up may pay for such Investment 

Units Units after result of the allotment is announced within the time specified in the Prospectus. 

(3) The Asset Management will keep the Investment Units from the Capital Increase at the same place 

as where the existing Investment Units are kept, as per the data received from the TSD on the date 

of registrar book closing. 

� Payment for the Investment Units and place where the subscription amounts are kept 

1. The Unitholders shall pay for the Investment Units in full in one payment as per one of the following 

payment methods: 

(1) Pay by cheque, draft, bill of exchange or account deduction or other methods of payment 

prescribed by the Asset Management or accepted by the Selling Agent. The subscribers shall 

write down the subscription date, cross the cheque, determine the payee account as specified by 

the Asset Management or the Selling Agent which was especially opened for subscription to the 

Investment Units and specify the name, address and telephone number of the subscriber in the 

back of the cheque, draft and bill of exchange for the convenience of contacting the subscriber 

and for the benefit of the subscriber. 

The Unitholder shall submit the subscription form “Notification of Allotment units of the Offering 

of Additional Investment Units” together with the cheque, draft or bill or exchange to the Asset 

Management or the Selling Agent from 19-20 November 2012 during 8.30 a.m. - 3.30 p.m. or on 

21 November 2012 during 8.30 a.m. - 3.30 p.m. 

(2) Pay by transfer or other methods prescribed by the Asset Management or accepted by the 

Selling Agent. The subscribers shall write down the subscription date and determine the payee 

account as specified by the Asset Management or the Selling Agent 

The Unitholder shall submit the subscription form “Notification of Allotment units of the Offering 

of Additional Investment Units” together with the cheque, draft or bill or exchange to the Asset 

Management or the Selling Agent from 19-20 November 2012 during 8.30 a.m. - 3.30 p.m. 

The existing unitholders who subscribe after 12.00 hrs of 21 November 2012 shall pay for the 

Investment Units by money transfer only and the Asset Management Company will not accept 

subscription by mail. 

48 



Only the Unitholders who are institutions and juristic persons can subscrie over their allotted rights 

for Baht 10 million and up may pay for such Investment Units Units after result of the allotment is 

announced which announce the amount to be allotted to each Unitholder for the excess amount but 

shall not later than 12.00 hrs of 27 November 2012. 

2. After the Asset Management or the Selling Agent receives the subscription form together with the 

payment for the subscription, the Asset Management or the Selling Agent shall issue a subscription 

receipt to the Unitholders. 

3. In the event that Unitholders pay for the subscription Investment Units in the form of a cheque, draft 

or B/E which cannot be cleared on the subscription date, for whatever reason, the Asset Management 

or the Selling Agent shall consider that such Unitholders subscribe the Investment Units on the 

business day that the payment is cleared or received. 

In the case that such business day and/or time that the payment is cleared falls after the subscription 

period, the Asset or the Selling Agent shall reserves the right to terminate the subscription of the 

Unitholder. 

In the case such cheque, draft or B/E that has been returned by the bank of the Unitholder, the 

Asset Management or the Selling Agent reserves the right to terminate the sale of Investment Units 

to such Unitholder. 

4. The payment of Investment Units, the Unitholders shall pay the subscription amount in full and 

cannot be deducted from any amount owed by the Asset Management to the Unitholders. 

5. The Unitholders who have subscribed and paid for the Investment Units in full cannot cancel the 

subscription and/or ask for a refund unless a special approval is granted by the Asset Management. 

6. The Asset Management shall deposit the money received from the subscription in an account opened 

especially for such subscription by the Asset Management. Any interest from such account (if any) 

shall be transferred to the Fund. 

7. The payment for the Investment Units which the Underwriter (if any) have to pay as the guarantor of 

the offering can be paid within 2 days from the last day of the subscription period. 

� Refund 

The Asset Management will refund the subscription amount only for the following reasons: 

� In the event that the Unitholders have not received part or all of the Investment Units 

subscribed 

The Asset Management or the Registrar shall refund the subscription amount to the Subscribers by 

money transfer or crossed cheque payable to the Subscribers within 14 days after the last day of the 

subscription period. 

49 



Any interest or other benefits arising from such subscription amount (if any) the Asset Management 

shall transfer the Fund, as per the Asset Management’s discretion. 

� In the event that the value of Investment Units sold is not sufficient for making 

additional investments in the properties or leasehold right on properties 

After the end of the subscription period for the Investment Units offered in the Fund’s Capital 

Increase for the purpose of making additional investments in properties or leasehold right, it may be 

the case that the value of the Investment Units sold is insufficient to make such additional 

investments for all the expected properties which the Asset Management may decide not to invest in 

any of the properties listed. 

Should this be the case, the Asset Management shall inform the Office of the SEC within 15 days of 

the day when the subscription period ends and shall consider to refund the subscription money and 

benefits (if any) arising from the proceeds received from the sale of the Investment Units after the 

deduction of expenses. Such refund shall be calculated based on a pro-rata basis of subscription 

money and shall be made via money transfer or by crossed cheques only to such subscribers within 

14 days from the last day of the subscription period. Moreover, the refund shall be made in 

compliance with the notification(s) of the Office of the SEC. 

In the event that, due to its own mistakes, the Asset Management is unable to make the refund of 

subscription money and benefits thereof within the period, the Asset shall pay interest calculated at 

the rate of 7.5% from the last day of the period to the day when the Asset Management refunds the 

subscription money in full. 

� In the event the Asset Management has increased the capital to be invested in the 

additional properties or leasehold rights of properties but is unable to fully invest in such 

assets or in the event that the value of the Investment Units is not sufficient for 

investing in all the properties intended but the Asset Management decides to invest in 

some of the properties on the list. 

In the event that the Fund is able to raise sufficient money to make the additional investments in full 

but is unable to purchase and/or receive the leasehold right transfer and/or has received only parts 

of the leasehold rights due to reasons beyond the control of the Asset Management to the properties 

or other reasons which the Asset Management believes may affect the benefits of the Unitholders or 

in the case the value of the Investment Units sold is insufficient to purchase the full list of properties 

but sufficient to purchase parts of the list, the Asset Management reserves the right to select to 

invest in parts of the properties listed as it deems appropriate for the best interest of the Fund and 

shall be considered that such action has been approved by the Unitholders and not to be considered 

an amendment to the Project. 

50 



Should this be the case and the Asset Management has not registered the Capital Increase of the 

Fund, the Asset Management shall inform the Office of the SEC within 15 days of the day when the 

subscription period ends and shall consider to refund the subscription money and benefits (if any) 

arising from the proceeds received from the sale of the Investment Units after the deduction of 

expenses. Such refund shall be calculated based on a pro-rata basis of subscription money and shall 

be made via money transfer or by crossed cheques only to such subscribers within 14 days from the 

last day of the subscription period. Moreover, the refund shall be made in compliance with the 

notification(s) of the Office of the SEC. 

In the event that, due to its own mistakes, the Asset Management is unable to make the refund of 

subscription money and benefits thereof within the period, the Asset Management shall pay interest 

calculated at the rate of 7.5% from the last day of the period to the day when the Fund Management 

Company refunds the subscription money in full. 

2. Investment Units Allotment of the 2nd Capital Increase 

The Asset Management shall allot the new Investment Units issued and offered not more than 176,300,960 

units which shall be in accordance to the following criteria and conditions: 

The Asset Management shall allot the Investment Units additionally issued and sold to the existing Unitholders 

whose names appeared in the Registration Book (Rights Offering) on 26 October 2012 of the 100% of the 

total Investment Units additionally issued and sold at this Capital Increase or not more than 176,300,960 units 

to be offered to the existing unitholders. The existing unitholders may subscribe to such Investment Units 

additionally offered in accordance to their allotment rights or in excess of their allotment rights or less than 

their allotment rights or waive their right to subscribe to the new Investment Units of this offering. 

If the allocation of Investment Units cannot be conducted in accordance to the amount entitled allotment or 

there are fractions of Investment Units which cannot be allotted such fractions or amounts shall be rounded 

down. The Asset Management shall combine such fractions of Investment Units with the unsubscribed 

Investment Units, due to the waiver of rights or failure to subscribe within the time required or subscribed to 

less than they are entitled to or for any other reason, and offer and allot as follows: 

(1) In the case of excess amount from rights offering, if such amount is sufficient to be offered to all the 

interested existing Unitholders, the allotment shall be according the desired amount of each Unitholder; 

or 

(2) In the case of excess amount from rights offering, if such amount is insufficient to be offered to all the 

interested existing Unitholders, the allotment shall be according to the pro rata amount of the desired 

amount of each Unitholder; or 

51 


Limitation of Allotment of Investment Units 


Limitation on allotment of Investment Units to the same person or group of person shall be in accordance to 

the notifications of the Office of the SEC. In the case that the Office of the SEC and/or other related 

authorities have otherwise amended, added, announced, ordered, approved and/or allowed, the Asset 

Management reserves the right to proceed accordingly. 

At the moment, the Notification of the Office of the SEC No. Sor Nor 25/2552 subject: Terms, Conditions and 

Procedures of Establishment and Management of Property Funds dated 28 July 2009 and the amended Notifications 

specify as follows: 

(1) Allotment of Investment Units to any person or group of persons in an amount more than one-third of 

the total Investment Units sold, unless such person or group of persons is one of the followings: 

(a) Is an allotment of no more than 50% of all Investment Units sold to one of the following persons: 

1. The Government Pension Fund, the Social Security Fund, provident funds or mutual funds for 

general investors. 

2. A juristic person established under the law of Thailand and not subject to the corporate income 

tax. 

3. Any other person granted exemption by the Office of the SEC due to necessary and reasonable 

cause. 

(b) Is an allotment to the Underwriter to sell the Investment Units as per the Underwriter Agreement. 

The Underwriter shall not hold the Investment Units, for an amount over one-third of all Investment 

Units sold, for more than a period of 1 year from the date such Underwriter received the 

Investment Units. 

(2) Allotment of Investment Units to the owners, tenants, transferors of leasehold rights or grantors of the 

rights to the properties shall or person belonging to the same group of people shall invest in total not 

more than one-third of the total Investment Units sold. 

(3) Allotment of Investment Units to foreign investors shall be no more than 49% of the total Investment 

Units sold, if such offering is for the following investments: 

(a) Investment to have the right to own land as per the Land Code; or 

(b) Investment to have the rights to own condominium units. In such case the total area of all units to 

be invested by the Fund together with the area of units already owned by foreigners shall not 

exceed 49% of the total area of all units in the condominium building. 

52 



3. How can investors invest in the 2 nd Capital Increase Investment Units? 

Interested investors can subscribe to the Investment Units at: 

� The Asset Management 

BBL Asset Management Co., Ltd. 

175 Sathorn City Tower Flr. 7 th , 21 st and 26 th 

South Sathorn Road, Thungmahamek 

Sathorn, Bangkok 10120 

Tel. 0-2674-6488 Fax. 0-2679-5996 

� The Selling Agents 

� Bangkok Bank PLC 

333 Silom Road, Silom, Bangrak, Bangkok 10500 

Tel. 0-2231-2328 and 0-2230-2295 and branches across Thailand (except micro branches) 

� Bualuang Securities PLC 

191 Silom Complex Building, Flr. 29 th 

Silom Road, Silom, Bangrak, Bangkok 10500 

Tel. 0-2231-3777 or 0-2618-1000 Fax. 0-2618-1469 

� CIMB Securities (Thailand) Company Limited 

44 CIMB Thai Building 24 th - 25 th Flr. 

Soi Langsuan, Ploenchit Road, Lumpini 

Pathumwan, Bangkok 10330 

Tel. 0-2657-9000 Fax 0-2657-9276 

� CIMB (Thai) Bank PLC 

Langsuan Building 44 CIMB Thai Building 24 th – 25 th Flr. 

Soi Langsuan, Ploenchit Road, Lumpini 

Pathumwan, Bangkok 10330 

Tel. 0-2626-7000 Fax 0-6262-7850 and branches across Thailand. 

53 



4. When does the Asset Management have to register the Investment Units to be listed on the SET? 

The Asset Management has file an application to the SET to consider approving the listing of the Investment 

Units as securities on the SET within 30 days from the date the of the Fund’s registration. 

5. Normally, how can an investor buy and sell the Investment Units afterh the initial offering? 

The Asset Management shall list the Investment Units on the SET in order to generate liquidity for the 

Investment Units. Therefore, the investors can buy and sell the Investment Units through the trading system 

of the SET. When trading of the Investment Units shall be as follows: 

• In trading the Investment Units, investors shall open security trading accounts with the securities 

company acting as a broker in the same way required for stock trading 

• Trading price for the Investment Units shall correspond with the market price which depends upon the 

Unithholders’ demand at the time. Such trading price may be higher or lower than the price at the time 

when the Untiholders previously bought the Investment Units or some periods, the Investment Units may 

lack liquidity. 

6. How would the investors check the value of their investments? 

For trading prices of the Investment Untis 

Investors can check trading prices of the Investment Units through the SET’s trading system. 

For value of the Investment Units and the net asset value (NAV) of the Fund 

The Asset Management shall announce the value of the Investment Units and the Fund’s NAV as of the last 

day of June and December within 45 from the date day of June or December as the case may be. The Asset 

Management shall announce the information in at least one daily newspaper and post it at all the offices of the 

Asset Management and at the Head Office of the Trustee. Such information shall also include name, type and 

location of the properties invested. 

7. Who is the Financial Advisor for the Fund on the 2nd Capital Increase? 

No financial advisor. 

8. How is the Trustee of the Fund in overseeing the assets and ensure that the Fund comply with the 

investment policies for the 2 nd Capital Increase? 

Kasikornbank PLC 

400/22 Phaholyothin Road, Samsen Nai 

Phyathai, Bangkok 10400 

Tel. 0-2470-3200-2 

54 



9. Who is the manager or person in charge of generating income from the properties invested in the 

2nd Capital Increase? 

Ticon Logistics Park Company Limited 

175 Sathorn City Tower Building 13 th Flr. 

South Sathorn Road, Sathorn, Bangkok 10120 

Tel. 0-2679-6565 

10. Who is the Property Appraiser for the properties investment by 2nd Capital Increase? 

� Nexus Property Consultant Company Limited 

25 Bangkok Insurance Building 31 st Flr. 

South Sathorn, Thungmahamek, Sathorn, Bangkok 10120 

Tel. 0-2286-8899 

� Knight Frank Chartered (Thailand) Company Limited 

65/192 Flr. 23 rd Chamnan Penjati Business Center 

Rama IX Road, Huaykwang, Bangkok 10320 

Tel. 0-2643-8223 

11. Who is the Auditor of the Fund for the 2 nd Capital Increase? 

Ms. Rungnapa Lertsuwankul or Mr. Sophon Permsirivallop 

Ernst & Young Company Limited 

193/136-137 Lake Rachada Building Flr. 33 rd , Rachada Road 

Klongtoey, Klongtoey, Bangkok 10110 

Tel. 0-2264-0777 Fax 0-2661-9190 

12. Who is responsible for updating the list of Unitholder so that the payment and allotment of 

Investment Units can be conducted correctly? 

Bangkok Bank PLC 

333 Silom Road, Silom, Bangrak, Bangkok 10500 

Tel. 0-2230-1784 

55 


13. How can an investor launch a complaint? 


An investor can launch a complaint at the following offices 

� BBL Asset Management Co., Ltd. 

175 Sathorn City Tower Flr. 7 th , 12 th and 26 th 

South Sathorn Road, Thungmahamek 

Sathorn, Bangkok 10120 

Tel. 0-2674-6488 Fax. 0-2679-5996 

� Kasikornbank PLC 

400/22 Phaholyothin Road, Samsen Nai 

Phyathai, Bangkok 10400 

Tel. 0-2470-3200-2 

� Help Center of the Office of the Securities Exchange Commission 

Tel. 0-2263-6000 or www.sec.or.th 

56 



The Risk Associated with Investing in this Fund 

There are risks associated with investing in this Fund offered at this Capital Increase. Investors should carefully 

consider the details of this Fund Project, especially risk factors outlined below before investing in this Fund. 

The following statements show some significant risk factors that may have impacts on the Fund or the NAV of the 

Fund. Moreover, apart from the risks outlined in details of this Fund, they may be other risks that may not be 

known at the moment or risks that are insignificant at the moment but may become significant in the future. The 

risks outlined here and future risks may significantly affect the business, performance and financial status of the 

Fund. 

The explanation on risk mitigation, risk prevention and/or the ability of the Fund to reduce any of the risks shall not 

be regarded as a guarantee that the Fund will be able to mitigate all or part of the risks outlined and shall not be 

regarded that all the risks outlined will be reduced or will not occur, since the success and/or the ability to reduce 

the risks depend on many factors which are beyond the control of the Fund. 

The forward-looking statements in the details of this Project such as “believe”, “expected”, “forecast”, “plan to”, 

“intend to”, “approximately” and other words that show the opportunity and/or likeliness or financial forecast for 

future projects, estimate of business performance, business plan, changes to the law related to the mutual fund 

business, government policy and others that are forecast of future events which are the opinion of the Fund at 

present and are not guarantees of the future performance or events. Moreover, actual events and forecast of 

events may differ significantly. 

The Asset Management will study the details of assets to be invested after the Capital Increase by Due Diligence 

before actually investing in such assets. The Asset Management will carefully study the report of the appraisers and 

report of asset inspection of the assets of the Fund after the Capital Increase. However, such study and inspections 

are not a guarantee that assets of the Fund after the Capital Increase will have no damage resulting in an expense 

of the Fund to repair such assets. Such repair expenses may be more than outlined in the details of this Project. 

However, the report of the appraisers and report of inspection of the assets invested by the Fund after the Capital 

Increase may be partly or fully incorrect due to error in difficulty in inspection or some errors that cannot be 

detected and all the assets invested by the Fund after the Capital Increase may have or be used in one or more 

aspects that is against the law which the inspections could not detect, may result in an expense or responsibility on 

the part of the Fund due to such matters. 

The part of this information that references or is related to the government or the overall economy of the country 

comes from information that has been publicly disclosed or has been copied from the government media or other 

sources that the Fund has not checked or certified the authenticity of such information. 

Since the return on investment for investing in the investment units of a property fund is considered a long-term 

return, investors should not expect short-term returns. Moreover, the price of the Investment Units and the value 

of the Investment Units may increase or decrease in the future. Investors may not receive the full principal 

57 



invested. Therefore, interested persons should seek advice from professionals and seek advice on investing in 

Investment Units of the Fund before actually investing. 

Direct Risk to the Fund or Unitholders 

1. The Risk from changes in domestic economic, political situations and other macro factors 

Even though currently there is political some uncertainty in Thailand including the Euro crisis which may have 

an impact on the economy of Thailand but the Asset Management believes the impact will not be significant 

since the proportion of export to Europe of the country is not large and such crisis should be resolved in a 

short time, in fact, in the long-term it should be beneficial to Thailand. This is because the transfers of 

investments and technologies from Japan and Europe to Thailand are more likely to increase. The amount of 

investment application at the BOI of foreign operators/producers moving to Thailand is still quite high. 

However, if there are changes to the economic, political situations or policies of the government such as 

changes to the trade, investment and foreign policies will directly affect the decision to rent the warehouses of 

the existing tenants and interested customers especially from foreign operators who are the major tenants of 

the properties of the Fund. Moreover, such fluctuations will also affect the rental rate as well. 

2. The Risk from natural disasters, accidents and terrorism 

In generating income, the Fund may incur risks from natural disaster, accident and terrorism, therefore, to 

lessen the damage to the assets of the Fund which also includes compensation for loss of life and damage to 

assets of the tenants and for the best insurance coverage TPARK LOGISTICS PROPERTY FUND, Ticon Property 

Fund and Ticon Industrial Connection PLC group companies have jointly arranged to insure all the assets of the 

Fund after the Capital Increase. Such insurance shall cover the whole life of the Fund and shall be in an 

amount corresponding to the type of building and the use of the assets of the Fund. Such insurance policies 

are “all risk insurance” (which does not cover terrorism), “business interruption insurance” and “third-party 

insurance”. 

From the recent flood in 2011, insurance companies have changed their policy for accepting insurance on 

natural disasters such as flood, earth quake and storm. Many insurance companies refuse to insure for such 

natural disasters, some insurance companies do accept but with higher premium and limited coverage. The 

Fund, to its best ability, try to find the most beneficial insurance policies and with the most suitable premiums 

for the Fund. At present, the insurance coverage on such risk is, thus, limited and accounts for a very small 

portion of the total assets of the Fund. However, with such experience, both the government and the private 

sector have now started flood prevention plans. The government has set up sufficient funds for sustainable 

water resources management and flood prevention system. While for the private sector, each industrial park 

operator affected by last year’s flood has built its own flood dike to protect its industrial park. 

58 


3. Risk from the Fund’s Investment 


Prior to any investment in properties, the Fund Manager shall carefully study all available data of such 

properties by reviewing the Legal Due Diligence Report of such properties, all information from the Valuation 

Report and the Property Due diligence Report. However, such study and review by the Fund Manager is not an 

assurance that such properties are free of damage or defects which may require repair and maintenance 

expenses. The Valuation Report by an independent property valuator and Property Due diligence Report which 

the Fund Manager uses as the basic information for the assessment of such properties may have defaults and 

inaccuracies due to defects of the properties which are difficult to detect or cannot be inspected due to some 

limitations in the inspection, inspection techniques or cannot be used or only can partly be used after a period 

of use. Moreover, there are other factors that may limit the inspection by the property valuator and experts 

which will significantly affect the ability to generate income of the Fund. 

4. Risk from Changes in the Accounting Standard Practice or related laws 

The performance of the Fund may be affected due to the enforcement of a new accounting standard practice 

or changes to the accounting standard practice which is a factor beyond its control or forecast. For 

amendments of laws, notifications, rules, regulations, act, policies and/or order of government authorities or 

related authorities including related laws on mutual fund business, tax and trading or transfer fees are also 

events beyond the forecast of the Fund. Therefore, the Fund cannot estimate the affect on the Fund from such 

changes and cannot guarantee that such changes will not affect the performance or the ability to pay 

dividends of the Fund. 

5. Risk from the Ability to Pay Dividends of the Fund 

The ability to pay dividends of the Fund is determined by the performance of the Fund. The Fund’ performance 

depends upon many factors such as domestic and international economic situations, the ability of the Property 

Managers to management properties, the cost of property management, other operating expenses, 

competition, change of rules, regulations and relevant laws related to the properties, natural disasters and 

political conditions. Therefore, there is a risk that investors will not receive dividends as forecasted in such 

accounting year or that the Fund will be able to maintain or increase dividends in the following years. 

6. Risk from the Actual Performance of the Fund which may differ from the Projections in this 

Prospectus 

Statements included in this Prospectus which are not historical facts (including any statement concerning 

investment objectives, other plans and objectives of management for future operations or economic 

performance or assumptions or forecasts related thereto) are projections and are not guarantees. Actual 

events or the Fund’s investments and results of operations could differ materially from those expressed or 

implied herein. Such projections are based on the Fund’s current expectations, plans, estimates, assumptions 

and beliefs that involve numerous risks and uncertainties. Assumptions related to the foregoing involve 

judgments with respect to future economy, competitive and market conditions and futures business conditions, 

59 



all of which are difficult or impossible to predict accurately and many of which are beyond the Fund’s control. 

Any of the assumptions underlying the Fund’s projections may not be accurate. 

7. Risk of the Price of Investment Units May Fluctuate after this Offering 

Following this Capital Increase, the Asset Management will list the new Investment Units of the Fund on the 

SET. There can be no assurance that an active trading market for the Investment Units will be sustained after 

this Capital Increase or that the prices at which the Investment Units are currently traded will correspond to 

the prices at which the Investment Units will trade in the market subsequent to the Capital Increase. The price 

of Investment Units may decline following the listing of the new Investment Units and may not correspond to 

the NAV of the Fund. The price at which the Investment Units will trade will depend on many factors including 

the Fund’s performance, the fluctuation of the SET and trading volume of the Investment Units. Consequently, 

investors may be unable to sell the Investment Units at the Offering Price and/or a price corresponding to the 

NAV of the Fund. 

8. Risk of the Fund’s NAV not correlated to the Actual Value of upon Liquidation or Dissolution 

The NAV of the Fund as stated herein is based on the most recent audit report of the asset appraisal of the 

properties and such value may not be the actual value which the Fund would receive if it were liquidated or 

dissolved. 

9. Risk from Lack of Liquidity of the Investment Units in the Market 

As the Fund is a closed-end fund listed on the SET, the liquidity of the Investment Units will be assessed by 

the frequency and volume of trading of such Investment Units in the SET which is based on the volume of the 

bid and offer. The volume of the bid and offer of the Investment Units depends on many factors beyond the 

Fund’s control such as market demand. Therefore, there is a risk that the Investment Units may lack liquidity. 

10. Risk from the Price Offered at this Capital Increase is Lower than the NAV of the Fund at the Time 

of Offer. 

The Fund may issue and offer additional Investment Units which the price Investment Units may be lower than 

the NAV of the Fund at the time, resulting in the reduced NAV of the Fund after such additional issuance and 

offering of the Investment Units. 

11. Risk that Ticon Industrial Connection PLC or related Companies (‘TICON”) Selling the Investment 

Units after this Capital Investment. 

Even though TICON has an intention to maintain the proportion of holding of the Fund’s Investment Units at 

no less than 20% in the long-term but TICON is not under an agreement of holding proportion and may sell 

parts or all of its Investment Units. Therefore, there is no guarantee that TICON will not sell such Investment 

Units and there is no guarantee that the strategic relations of TICON and the Fund will be sustained in the 

future. The sale of a large amount of Investment Units may affect the price of the Investment Units. 

60 



The Risk Associated with the Ability to Generate Income from the Leased Properties which will Affect 

the Income of the Fund 

1. Risk from Increasing Competition which may Reduce the Price of Rent 

Various real estate companies that operate in the market in which the Fund operates will compete with the 

Fund in acquiring other properties and obtaining creditworthy tenants to occupy such properties. Such 

competition could adversely affect the Fund’s performance. Many of these competitors may have significant 

financial and other resources allowing them to compete effectively with the Fund. This competition may 

increase the Fund’s costs of acquisition or lower the Fund’s properties occupancy rates and rent charged to 

tenants. 

2. Risk from the Ability to Pay Rent and Services of the Tenants 

The Fund’s financial success indirectly depends on the success of the businesses operated by the tenants of 

the Fund and their ability to pay rent. This weakening of the financial condition of a significant tenant or a 

number of smaller tenants or vacancies caused by defaults of tenants or the expiration of leases may adversely 

affect the Fund’s operations. Each existing tenant has paid a deposit in an amount equivalent to 3-4 months’ 

rent and the Fund is entitled to retain such deposit in the event that the Fund is unable to collect the rent from 

the tenant. However, in the event that it becomes necessary to evict a tenant due to non-payment of rent or 

other breach of lease agreement, the time it takes to evict the tenant under Thai law and/or the time it takes 

to re-let the premises may exceed 6 months. Such delay would definitely affect the income of the Fund 

directly. To lessen this risk, the Fund has assigned an independent auditor to review the status of the days of 

rent and service fees payments of the tenant and review the occupancy rate of the properties to be invested 

from this Capital Increase. 

For the properties already invested, there is a rent and service fee income guarantee by the Property Manager 

to reduce part of this risk. 

3. Risk from Termination or Non-renewal of Lease Agreements 

Tenants have the right to terminate their leases upon the occurrence of certain customary events of default 

and in other circumstances may not renew their leases. Moreover, market conditions may change resulting in 

the tenants renewing leases on terms that are less favorable to the Fund than the terms of the current leases. 

In the event that a significant number of tenants do not renew their lease agreements and the Fund is unable 

to replace such tenants, there will be a direct effect on the cash flow and the performance of the Fund. 

4. Concentration Risk Arising from Major Tenants Not Renewing Contracts After Capital Increase 

The Fund depends on the tenant’s business success and growth. The income from rent from the 5 major 

tenants accounts for 40.93% of the total rent and service fees income of the Fund after the Capital Increase. 

Therefore, if such major tenants do not renew their lease agreements, the Fund’s income will be adversely 

affected. However, the proportion of income from the 5 major tenants will reduce in the future if there is 

another Capital Increase. 

61 



5. Risk from Possible Conflict of Interest 

After the 2 nd Capital Increase, Ticon Industrial Connection Public Co., Ltd and Ticon Logistics Park Co., Ltd will 

be appointed as the Property Manager of the properties the Fund already invested and the properties to be 

invested from the 2nd Captial Increase respectively. While Ticon Logistics Park Co., Ltd is the owner of 

warehouses in the same project of the Fund and also the company selling the properties to the Fund for this 

2nd Capital Increase. 

Thus, the roles of Ticon Industrial Connection Public Co., Ltd and Ticon Logistics Park Co., Ltd (TICON group) 

may be a conflict of interest with the benefits of the Fund in terms of the selection of tenants by offering 

warehouses of Ticon Logistics Park Co., Ltd before warehouses of the Fund or offering warehouses the Fund 

already invested with guarantee by Ticon Industrial Connection Public Co., Ltd before warehouses from this 

Capital Increase without guarantee. 

However, the Asset Management realizes this conflict of interest, therefore, has set a criteria for the selection 

of properties to be purchased by the Fund including a guideline to oversee the property management of the 

Property Manager to prevent such problems from occurring. 

In selecting additional warehouse buildings for investment, the Asset Management shall invest in warehouse 

buildings that have been completed and already have tenants at the time of purchase negotiation between the 

seller and the Fund. Moreover, the lease agreements shall have no “option to buy” clause, the Asset 

Management shall consider the concentration risk when considering investing in properties as well. 

As for overseeing the property management, the Asset Management shall have a mutual agreement between 

the Fund and the Property Manager that whenever there is an interested customer in renting the warehouse, 

the Property Manager shall submit a full list of available warehouses to the customers without differentiating as 

to who are the property owners or whether they are the properties with guarantee or not. The Asset 

Management may, from time to time, assign an anonymous person to inquire about the available warehouses 

to ensure that property offerings are in accordance with the agreement with Fund. The Property Manager shall 

also submit a quarterly market report to the Fund which shall include the market condition of each quarter and 

the number of interested customers visiting the warehouses. 

Apart from setting the criteria for the selection of warehouse buildings to be invested and overseeing the 

management of the Property Manager, each unit of the warehouse of the Fund and of Ticon Logistics Park Co., 

Ltd. are mostly different in characteristics in terms of size and location and tax benefits of the tenants which 

the market rent rate for both projects are different. Interested customers will decide on their own which 

project suits them. 

Ticon Industrial Connection PLC is also a major Unitholder of the Fund which Ticon Industrial Connection PLC 

and Ticon Logistics Park Co., Ltd. as the Property Managers of the properties will receive property 

management fee according to the performance of the Fund which is an motivation for them to increase the 

income and reduce the expenses of the properties of the Fund. 

Therefore, the Asset Management believes that Ticon Industrial Connection PLC and Ticon Logistics Park Co., Ltd. 

as Property Managers of the properties invested by the Fund will manage for the best interest of the Fund since the 

benefits received are mutual. 

62 



Therefore, the possible conflict of interest between the tenants of the warehouses that the Fund owns and the 

warehouses that Ticon Logistics Park Co., Ltd. owns is quite low. 

6. Risk from the Government’s Expropriation of Land, in part or in full, Resulting in the Fund being 

Unable to Use the Remaining Part of the Land, Thus, Affecting the Performance of the Fund 

If there is an expropriation of land, whether in part of in full, after the Capital Increase is completed in 

accordance to the Land Expropriation Act B.E. 2530 (and amendments thereof) and any other related law 

(“Expropriation Law”). In such case, the Fund may not receive any compensation from the expropriation at 

all which may be due to such properties may not be in accordance with the law on compensation or the Fund 

may receive compensation in an amount less than the investment amount which will significantly affect the 

business, performance and financial status of the Fund. 

7. Risk Associated with the Fund’s Borrowing 

In the case that the Fund decides to borrow, the Fund may incur a risk due to such borrowing in the case that 

the borrowing interest rate is higher than the return on investment of the Unitholders resulting in a reduced 

dividend payment. Consequently, since the Fund has to pay dividend no less than 90% of the net profit, the 

Fund may incur a liquidity risk. The Fund may not have sufficient liquidity to repay the principal and interest of 

such loans or borrowing. This may affect the performance and the ability to pay dividend of the Fund. 

However, for the best interest of the Unitholders, the Fund may hedge against the fluctuation of the interest 

rate such as change the borrowing interest rate from a floating rate to a fixed rate whenever there is an 

indication that the medium to long-term interest rate is on the rise. On the other hand, if the Fund may change 

the interest rate from a fixed rate to a floating rate if the future interest rate is going to fall. 

8. Risk from the Reduction of Income Due to Expiration of Rent Guarantee by the Property Manager 

(For existing properties of the Fund) 

The properties that the Fund has already invested, Ticon Industrial Connection Public Company Limited as the 

Property Manager guarantees under the amended Property Manager Appointment Agreement that the Fund 

will have an income after maintenance fees of no less than an amount specified in the Rent and Service Fee 

Income Guarantee Agreement by pledging a commercial bank issued guarantee to the Fund on a yearly basis 

on the beginning of each year to act as the Property Manager of the Fund. However, such guarantee shall not 

cover the loss of income or the inability to collect rent due to force majeure such as fire, flood, storm, other 

natural disasters, insurrection, war, strike, epidemic and/or other incidents above the control of the Property 

Manager. 

However, the Fund cannot guarantee that after the guarantee period is over, the Fund will continue to 

generate income after Maintenance Fees of no less than the amount specified in the income guarantee 

agreement of the Property Manager. This is due to many factors such as the occupancy rate, rental rate, repair 

and maintenance expenses and reserve for replacement expenses. 

63 



Tables Showing Expenses Charged to the Purchasers or Unitholders or the Fund 

Fees Charged to the Purchasers or Unitholders Maximum 

• Investment Unit Selling Fee None 

• Investment Unit Transfer Fee As per the rate specified by the Registrar* 

(Waived at the moment) 

• Fee for Issuing Pass Book As per the rate specified by the Registrar* 

(Waived at the moment) 

• Fee for Registering the Pledge of Investment Units with the 

Registrar 

As per the rate specified by the Registrar 

and/or the Asset Management 

• Money Transfer Fee As per the rate specified by commercial banks 

(if any) 

• Other expenses arising from the Unitholders’ special request 

for the Asset Management or the Registrar to Conduct 

As per actual expense 

Fees and Expenses Charged to the Fund Maximum (%of NAV per year) 

Total Fees and Expenses No more than 5.80 

• Management Fee No more than 1.00 

• Trustee Fee No more than 0.065** 

• Registrar Fee No more than 0.10 

• Property Management Fee No more than 3.00 

• Financial Advisor Fee None 

• Investment Unit Selling Fee (for Capital Increase) None 

• Insurance Premium No more than 0.20*** 

• Meeting Fee of the Investment Committee Members None 

• Advertisement, PR and Promotion Expenses 

- For Capital Increase 

- Advertisement and PR 

to attract interest investors 

• Other Expenses 

- Expenses related to the Fund 

Note:- 

* For fees that at the moment are waived, fees can resumed with at least 5 day’s notice 

No more than 0.20*** 

No more than 0.10*** 

(for each fiscal year) 

No more than 1.00 

** The Trustee shall charge the expense for inspection the properties at the rate no more than Baht 5.000 for each inspection. However, the 

Trustee can reimburse other expenses associated to with the property inspection from the Fund such as travel, accommodation and other 

fees as per actual expense. 

*** Are expenses that are not charged based on the percentage of NAV, thus, this maximum amount is just an estimate based on percentage 

of NAV 

64 



Warning/ Recommendation 

� As the Fund is a distinct and separate legal entity from the Asset Management, Bualuang Asset Management 

Company Limited, thus, is not obliged to compensate for any loss incurred by TLOGIS. The performance of 

TLOGIS is not dependent upon the financial condition or performance of Bualuang Asset Management 

Company Limited 

� The Asset Management may invest in other securities or assets for the benefit of the Asset Management in 

the same manner it invests for the Fund. The Asset Management has set up a system to prevent conflict of 

interest for the benefit of the Unitholders. 

� In the case an investor wishes to obtain more information, he/she may obtain the Prospectus from the Asset 

Management or the Underwriter or the Selling Agent. 

� Interested investors who are not Thai residents shall be responsible for the rules, regulations and tax 

payment, related to the investment of this Fund, of their respective countries. 

� The Asset Management Company Limited allows its employees to invest in securities for their own benefit, 

subject to compliance with all ethics and notifications specified by the Association of the Management 

Companies and shall disclose such investments to the Asset Management so that the Company can regulate 

such securities trading. 

This Prospectus was prepared using the available information as of October 12, 2012 

65 


Appendix 

Financial Information and Prospective Statements of Income 

For the Period 1 October 2012 to 31 December 2012 

and for the Period 1 January 2013 to 30 September 2013 

66

BBL ASSET MANAGEMENT CO.,LTD. 

175 Sathorn City Tower, 7 th , 21 st and 26 th Floor 

South Sathon Road, Sathon, Bangkok 10120. 

Tel. (662) 674-6488 Fax. (662) 679-5996 

www.bblam.co.th

Summary Prospectus of TPARK LOGISTICS PROPERTY FUND

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