TPARK LOGISTICS PROPERTY FUND (TLOGIS)

Information Memorandum of Asset Acquisition and Connected Transaction
TPARK Logistics Property Fund
Part 1: Information Memorandum of Asset Acquisition and Connected Transaction
1. Transaction Date:
After obtaining the approval from the unitholders and the Office of the Securities and
Exchange Commission (the “SEC”), for related issues, and when TPARK Logistics Property
Fund (the “Fund”) has accomplished the offering of additional investment units.
2. Counterparty and relationship with the Fund:
TICON Industrial Connection Public Company Limited relates to the Fund as a major
unitholder holding 20.06 percent of all investment units, as of 3 March 2011. It is also a
property manager of the Fund, being considered as a connected person of the Fund.
3. General characteristics of transaction:
The Fund plans to use proceeds received from its capital increase and loan (if any) for
investment in additional immovable properties, through purchase of ownership rights of
properties, being 3 units of land and 12 warehouse buildings from TICON Logistics Park
Company Limited, with the total value of not exceeding Baht 950,000,000 as detailed in the
Item No. 4.
4. Details of assets to be purchased:
1. Land and warehouse building, totaling 1 unit, located in TICON Logistics Park Project
– Bangna, Tambon Bang Samak, Amphur Bang Pakong, Chochoengsao Province.
2. Lands and warehouse buildings, totaling 3 units (11 units), located in TICON Logistics
Park Project – Laemchabang, Tambon Nong Kham, Amphur Sriracha, Chonburi
Province.
In this regard, the Management Company has intent on appointing TICON Industrial
Connection Public Company Limited, holding 99.99% of common stock in TICON Logistics
Park Company Limited who is the owner of the additional immovable properties to be invested
in by the Fund, and a major unitholder of the Fund to be property managers of additional
immovable properties to be invested in by the Fund at this time. The property management
contract will be valid for 8 years. The Fund agrees to pay property management fee to
property manager on monthly basis, which can be divided into 2 periods.
(1) For the first management period from the date of additional investment by the Fund to
31 December 2016.
the Property Management Fee = [A x (B – C – D – E)], where
A = a fix rate as predetermined in Property Management Agreement.
B = cumulative actual income from Property Gross Revenue and other incomes
related to Property Gross revenue as recorded in the account of the Fund in
a particular month.
C = Cumulative Guaranteed Amount.
D = cumulative expenses for each Year in relation to the management of
Properties, for example, the maintenance and repairs for the Properties, land
and household tax, insurance premiums for the insurance policy, expenses
where any Properties are unoccupied, the common service area, security
service fee and other expenses, including but not limited to provision for bad
debts, as appeared in the audited financial statements of the Fund.
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