15 Nov 2017 17:57:00
Progress of the preparation of the agreements in relation to the additional investment No. 2 and No. 3
JorTor 11-600415 November 15, 2017 Subject: Progress of the preparation of the agreements in relation to the additional investment No. 2 and No. 3 Attention: The President The Stock Exchange of Thailand Referring to the Notification No. Jortor. 11-600382 dated 6 November 2017, SCB Asset Management Company Limited (the "Management Company") as the management company of Digital Telecommunications Infrastructure Fund (the "Fund"), has disseminated the Notice for the Unitholders' Meeting and Supporting Documents in Relation to Investment in Additional Telecommunications Infrastructure Assets (the "Notice for the Unitholders' Meeting") which contains the preliminary summary of the draft material agreements in relation to the telecom infrastructure assets of the Fund. Terms defined in the Notice for the Unitholders' Meeting have the same meaning in this letter unless given a different in this letter. In light of the proposed investment by the Fund in the Additional Telecom Infrastructure Assets No. 2 and the Additional Telecom Infrastructure Assets No. 3, the Management Company has made progress on preparing the agreements to be entered into by the Fund with relevant subsidiaries of True Corporation Public Company Limited ("True Group") in relation to the Additional Telecom Infrastructure Assets No. 2 and the Additional Telecom Infrastructure Assets No. 3. Further, we would like to update certain agreement in principle between the Fund and True Group for True Internet Corporation Co., Ltd. ("TICC") and True Move H Universal Communication Co., Ltd. ("TUC") as lessees or sub-lessee under the relevant amended and restated agreements related to the lease and sub-lease of certain telecommunications infrastructure assets that are fiber optic cables between the Fund and each of TICC and/or TUC (as the case may be) that no company within True Group shall build any new fiber optic cables on the same routes as those sold and/or leased by any Selling Entity or any company within True Group to the Fund as of the date the closing of the Additional Investment No. 2 having occurred (and if and once the Additional Investment No. 3 occurs, as of the date the closing of the Additional Investment No. 3 having occurred) except in case where (i) the fiber optic cables made available to be leased and/or sub-leased by any company within True Group from the Fund do not have enough capacity required by the relevant company(ies) within True Group, (ii) the Fund refuses to lease such the available capacity of the fiber optic cables to any company within True Group or (iii) the parties cannot agree on the terms for the lease of such available FOC, in each of such cases such company within True Group may build new fiber optic cables on the same routes to meet its requirement. Such provision, which we believe is of benefits to the Fund and the unitholders, shall be reflected in the amended and restated FOC Master Lease, Operation and Management Agreement and the amended and restated FOC Sub-Lease, Operation and Management Agreement and shall survive the expiry of the relevant lease/sub-lease term of the fiber optic cables under such agreements. Such provision in the execution version of the amended and restated FOC Master Lease Agreement and the amended and restated FOC Sub-Lease Agreement may differ from the provision contained in this letter but will not be material different. Please be informed accordingly. Yours faithfully, Digital Telecommunications Infrastructure Fund By SCB Asset Management Company Limited (Ms. Pijittra Trirattanathada) Executive Vice President, Property & Infrastructure Investment Group ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand has no responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement.