News Detail
Date/Time
04 Jul 2019 18:42:00
Headline
Amendments to the fund scheme of Digital Telecommunications Infrastructure Fund
Symbol
DIF
Source
DIF
Full Detailed News
Jortor. 11 - 620239
July 4, 2019
To: The President
The Stock Exchange of Thailand
Re: Amendments to the fund scheme of Digital Telecommunications Infrastructure
Fund No. 1/2019
Attachment: Summary of the Key Amendments to the Fund Scheme of Digital
Telecommunications Infrastructure Fund No. 1/2019
Referring to Jortor. 11 - 620234 dated 21 June 2019, SCB Asset Management
Company Limited (the "Management Company") as the management company of Digital
Telecommunications Infrastructure Fund (the "Fund"), would like to inform you
that on 21 June 2019, the meeting of unitholders has passed resolutions for all
agendas, thus allowing the Management Company to amend the fund scheme to be in
accordance with the approved agendas which include as follows:
Agenda 1 Approved the amendments to the fund scheme to reflect the change in the
rental structure of the telecommunications towers of AWC which the fund has
invested in the right to receive benefit from net revenue derived from the lease
of telecommunications towers owned by AWC to BFKT
Agenda 2 Approved the investment in the Additional Telecom Infrastructure
Assets No. 4
Agenda 2.1 Approved the investment in the Additional Telecom Infrastructure
Assets No. 4
Agenda 2.2 Approved the entry into the agreement in relation to the seeking of
benefits from the Additional Telecom Infrastructure Assets No. 4
Agenda 2.3 Approved the amendments to the fund scheme as to update information
in relation to the Additional Telecom Infrastructure Assets No. 4 and the
benefit seeking from the Additional Telecom Infrastructure Assets No. 4
Agenda 2.4 Approved the capital raising in relation to the investment in the
Additional Telecom Infrastructure Assets No. 4
Agenda 2.4.1 Approved the capital increase of the Fund
Agenda 2.4.2 Approved the issuance and allocation of new investment units
The summary of the key amendments to the fund scheme is shown in the attachment
herewith.
Please note that unitholders can make additional inquiries through the Customer
Relations Division of the Management Company at telephone no. 02-777-7777 press
0 and, then, press 6, during 8.30 a.m. - 5.00 p.m. of every business day.
Please be informed accordingly
Yours faithfully,
of Digital Telecommunications Infrastructure Fund
By SCB Asset Management Company Limited
(Mrs. Tipaphan Puttarawigorm)
Executive Vice President, Property & Infrastructure Investment Group
Summary of the Key Amendments to the Fund Scheme
The summary of the key amendments to the fund scheme is as follows.
1. Summary table of the amendments to the Fund Scheme to reflect the proposed
change in the rental structure of the telecommunications towers of Asia Wireless
Communication Co., Ltd. ("AWC") which the fund has invested in the right to
receive benefit from net revenue derived from the lease of telecommunications
towers owned by AWC to BFKT (Thailand) Limited ("BFKT")
Subject Key Amendments
Definitions There is no substantial amendment in addition to the amendment to
comply with the proposed change in the rental structure of the
telecommunications towers of AWC
2 Investment Policy and Distribution Policy There is no substantial amendment in
addition to the amendment to comply with the proposed change in the rental
structure of the telecommunications towers of AWC as the followings;
(1) Amendment to Section 2.1.1 (a) "Telecommunication towers" under the Section
2.1 "Overview of the Fund"
(2) Amendment to cell head and note in the summary table of Telecom
Infrastructure Assets under Section 2.1 "Overview of the Fund"
(3) Amendment to Section 2.2.1 (a)(2)(2.1) "Right to receive the net revenues to
be generated from the rental of the BFKT Telecom Assets including the ownership
of certain BFKT Telecom Assets and the AWC Towers, including the rights to
ownership of certain BFKT Telecom Assets and AWC Towers after the expiration of
the HSPA Leasing Agreements, AWC Leasing Agreement, Additional AWC Leasing
Agreement No. 1 and Additional AWC Leasing Agreement No. 2 (respectively)."
under Section 2.2 "Investment Policy"
(4) Addition of Section 2.2.1 (a)(2)(2.2) "Right to receive the net revenues to
be generated from the rental of the AWC Towers, including the rights to
ownership of certain AWC Towers after the expiration of the AWC Leasing
Agreement" under 2.2 "Investment Policy"
(5) Amendment to Section 2.2.1 (a)(2)(2.3) "Right to receive the net revenues to
be generated from the rental of the AWC Towers for Additional Investment No. 1"
under Section 2.2 "Investment Policy"
(6) Amendment to Section 2.2.1 (a)(2)(2.4) "Right to receive the net revenues to
be generated from the rental of the AWC Towers for Additional Investment No. 2"
under Section 2.2 "Investment Policy"
(7) Amendment to Section 2.2.2 "The Telecom Infrastructure Assets for Additional
Investment No. 3" under 2.2 "Investment Policy"
(8) Amendment to Section 2.3.1 "Overview" under Section 2.3 "Name, location,
characteristics, summary related to the business operation of the Telecom
Infrastructure Business, categories and details regarding the Telecom
Infrastructure Assets and Telecom Infrastructure Assets for Additional
Investment No. 3"
(9) Amendment to cell head and note in the summary table of Telecom
Infrastructure Assets under Section 2.3.1 "Overview" which is under Section 2.3
"Name, location, characteristics, summary related to the business operation of
the Telecom Infrastructure Business, categories and details regarding the
Telecom Infrastructure Assets and Telecom Infrastructure Assets for Additional
Investment No. 3"
(10) Amendment to Section 2.3.2 (b)(7) Capacity and Occupancy Rate" under
Section 2.3 "Name, location, characteristics, summary related to the business
operation of the Telecom Infrastructure Business, categories and details
regarding the Telecom Infrastructure Assets and Telecom Infrastructure Assets
for Additional Investment No. 3"
(11) Amendment to Section 2.3.2 (b)(9) "Anchor Tenants and Co-location Tenants"
under Section 2.3 "Name, location, characteristics, summary related to the
business operation of the Telecom Infrastructure Business, categories and
details regarding the Telecom Infrastructure Assets and Telecom Infrastructure
Assets for Additional Investment No. 3"
(12) Amendment to Section 2.3.2 (b)(12) "AWC Towers" under Section 2.3 "Name,
location, characteristics, summary related to the business operation of the
Telecom Infrastructure Business, categories and details regarding the Telecom
Infrastructure Assets and Telecom Infrastructure Assets for Additional
Investment No. 3"
(13) Amendment to Section 2.3.2 (b)(15) "Operation and Maintenance" under
Section 2.3 "Name, location, characteristics, summary related to the business
operation of the Telecom Infrastructure Business, categories and details
regarding the Telecom Infrastructure Assets and Telecom Infrastructure Assets
for Additional Investment No. 3"
(14) Amendment to Section 2.5 "Management and Utilization of Assets and Income
Guarantee"
(15) Amendment to the remarks below "the AWC Monthly Rental Revenue table" under
Section "Payment of AWC Sale Revenue" under Section 2.6.1 (a)(2) "Asset and
Revenue Sale and Transfer Agreement dated December 24, 2013 between AWC and the
Fund ("AWC Asset and Revenue Sale and Transfer Agreement") of Section
2.6.1."Summary of key terms of the agreements for acquisition of the Initial
Telecom Infrastructure Assets and the agreements related to the seeking of
benefits from the Initial Telecom Infrastructure Assets"
(16) Amendment to the remarks below the "AWC Monthly Rental Revenue for
Additional Investment No. 1 table" under Section "Payment of AWC Sale Revenue"
under Section 2.6.2 (a)(1) "AWC Asset and Revenue Sale and Transfer Agreement
for Additional Investment No. 1" of Section 2.6.2 "Summary of key terms of the
agreements for acquisition of the Telecom Infrastructure Assets for Additional
Investment No.1 and the agreements related to the seeking of benefits from the
Telecom Infrastructure Assets for Additional Investment No.1"
(17) Amendment to the remarks below the "AWC Monthly Rental Revenue for
Additional Investment No. 1 table" under Section "Payment of AWC Sale Revenue"
under Section 2.6.3 (a)(1) "AWC Asset and Revenue Sale and Transfer Agreement
for Additional Investment No. 2" of Section 2.6.3 "Summary of key terms of the
agreements for acquisition of the Telecom Infrastructure Assets for Additional
Investment No.1 and the agreements related to the seeking of benefits from the
Telecom Infrastructure Assets for Additional Investment No.2"
(18) Amendment to Section 2.6.3(b)(4) "Letter of Agreement relating to the HSPA
Telecom Infrastructure Assets between TUC, TICC and the Fund ("Letter of
Agreement relating to the HSPA Telecom Infrastructure Assets")" under Section
2.6.3 (a)(1) "AWC Asset and Revenue Sale and Transfer Agreement for Additional
Investment No. 2" of 2.6.3 "Summary of key terms of the agreements for
acquisition of the Telecom Infrastructure Assets for Additional Investment No. 2
and the agreements related to the seeking of benefits from the Telecom
Infrastructure Assets for Additional Investment No. 2"
2. Draft proposed amendments to details of the fund scheme of Digital
Telecommunications Infrastructure Fund ("Fund Scheme") in respect of
descriptions, terms and conditions in relation to and/or in connection with the
investment in Telecom Infrastructure Assets for Additional Investment No. 4
Subject Key Amendments
Definitions There is no substantial amendment in addition to the amendment to
comply with the additional investment.
1 General Information There is no substantial amendment in addition to the
amendment to comply with the additional investment.
2 Investment Policy and Distribution Policy Updating the fund scheme to reflect
the investment by the Fund of the Telecom Infrastructure Assets for Additional
Investment No. 4 as well as the amendments to the agreement in relation to the
currently invested telecommunications infrastructure assets, all of which has
been executed and completed.
Amendment to Section 2.1 "Overview of the Fund" as the followings;
2.1.1 Current investment. There is no substantial amendment in addition to the
amendment to comply with the currently invested after the additional investment
No.3
2.1.2 Investment in Telecom Infrastructure Assets for Additional Investment No.4
which comprise
(a) Ownership in approximately 788 telecommunications towers and other related
passive telecommunications infrastructure from True Move H Universal
Communication Company Limited ("TUC");
(b) Ownership in the core fibre optic cables (FOC, currently used for provision
of mobile services in the provincial areas with approximate distance of 1,795
kilometres (or approximately 107,694 core kilometres) from TUC.
(c) Ownership in the core fibre optic cables (FOC), under the FTTx system,
currently used for internet and broadband services in the Bangkok Metropolitan
and provincial areas with approximate distance of 315 kilometres (or
approximately 40,823 core kilometres) and approximate distance of 617 kilometres
(or approximately 37,505 core kilometres) respectively from Real Move Company
Limited ("RMV").
(d) Ownership in the fibre optic cables (FOC), under the FTTx system, currently
used for internet and broadband services in provincial areas with approximate
distance of 2,797 kilometres (or approximately 109,704 core kilometres) from
True Internet Corporation Company ("TICC")
Amendment to Section 2.2 "Investment Policy" as the followings;
2.2.1 Investment Policy for Telecom Infrastructure Assets Currently Invested by
the Fund. There is no substantial amendment in addition to the amendment to
comply with the currently invested after the additional investment No.3
2.2.2 The Telecom Infrastructure Assets for Additional Investment No.4
2.2.3 Core Investment - Additional Assets
2.2.4 Amendment to Section 2.2.4 "Non-Core Investment - Other Permitted
Investments in Securities or Other Assets"
2.2.6 Amendment to Section 2.2.6 "Disposition of Assets of the Fund"
Amendment to Section 2.3 " Name, location, characteristics, summary related to
the business operation of the Telecom Infrastructure Business, categories and
details regarding the Telecom Infrastructure Assets and Telecom Infrastructure
Assets for Additional Investment No. 3" as the followings;
2.3.1 Overview. There is no substantial amendment in addition to the amendment
to comply with the currently invested after the additional investment No.3
2.3.2 Summary related to the business operation of the Telecom Infrastructure
Assets. There is no substantial amendment in addition to the amendment to comply
with the currently invested after the additional investment No.3 as well as the
additional investment No.4
Amendment to Section 2.4 "Valuation of Infrastructure Assets"
Amendment to Section 2.5 " Management and Utilization of Assets and Income
Guarantee"
Amendment to Section 2.6 "Agreements Relating to the Management or Utilization
of the Infrastructure Business" as the followings;
2.6.1 Summary of key terms of the agreements for acquisition of the Initial
Telecom Infrastructure Assets and the agreements related to the seeking of
benefits from the Initial Telecom Infrastructure Assets
2.6.3 Summary of key terms of the agreements for acquisition of the Telecom
Infrastructure Assets for Additional Investment No. 2 and Additional Investment
No. 3 and the agreements related to the seeking of benefits from the Telecom
Infrastructure Assets for Additional Investment No. 2 and Additional Investment
No. 3
2.6.3(b) "Agreements related to the seeking of benefits from the Telecom
Infrastructure Assets for Additional Investment No. 2"
2.6.4 "Summary of key terms of the agreements for acquisition of the Telecom
Infrastructure Assets for Additional Investment No. 3 and the agreements related
to the seeking of benefits from the Telecom Infrastructure Assets for
Additional Investment No. 3" by adding summary of key terms of the draft
agreements for acquisition of the Telecom Infrastructure Assets for Additional
Investment No. 4 and the draft agreements related to the seeking of benefits
from the Telecom Infrastructure Assets for Additional Investment No.4
4 Related Party Transaction Policies Amendment to Section 4 "Related Party
Transaction Policies" There is no substantial amendment in addition to the
amendment to comply with the currently invested.
9 Management of the Fund Amendment to Section 9 " Management of the Fund" as the
followings;
9.5.1 Appointment of Appraisers
9.6.3 Financial Advisor for the Initial Public Offering, the Acquisition of the
Telecom Infrastructure Assets and the Telecom Infrastructure Assets for
Additional Investment No.4
12 Telecom Asset Manager Fees Amendment to Section 12.2.2 "Telecom Asset Manager
Fees"
3. Summary table of the updating information in the fund scheme to be
up-to-date, complete and in accordance with the rules prescribed by the Office
of the Securities and Exchange Commission (the "Office of the SEC")
Subject Key Amendments
Definitions There is no substantial amendment in addition to the updating
information in accordance with the rules, advice or instruction prescribed by
the Office of the Securities and Exchange Commission (the "Office of the SEC")
1 General Information There is no substantial amendment in addition to the
amendment to comply with the rules, advice or instruction of the Office of the
SEC as the followings;
1.6 Type, Objectives and Term of the Fund
1.12 Form of the Investment Units
2 Investment Policy and Distribution Policy There is no substantial amendment
in addition to the amendment to comply with the rules, advice or instruction of
the Office of the SEC as the followings;
2.2.4 Non-Core Investment - Other Permitted Investments in Securities or Other
Assets
2.5 Management and Utilization of Assets and Income Guarantee
2.6.5 The Management or Utilization from any Infrastructure Business in the
Future
2.7.1 Dividend Distribution Policy
2.7.3 Unitholders' Restrictions on Receiving Dividends
2.7.4 Return on Invested Capital
3 Borrowing Policy There is no substantial amendment in addition to the
amendment to comply with the rules, advice or instruction of the Office of the
SEC as the following;
3.3 Borrowing Criteria
4 Related Party Transactions and Disclosure Requirements There is no substantial
amendment in addition to the amendment to comply with the rules, advice or
instruction of the Office of the SEC as the followings;
4.1 Related Persons
4.4 Related Party Transaction Policies
4.5 Disclosure and Reporting Requirements
5 Value of Infrastructure Assets There is no substantial amendment in addition
to the amendment to comply with the rules, advice or instruction of the Office
of the SEC as the following;
5.1 Legal Requirements
6 Issuance of Units and Listing Requirements There is no substantial amendment
in addition to the amendment to comply with the rules, advice or instruction of
the Office of the SEC as the followings;
6.2 Increase of Capital
6.3 Reduction of Capital
7. Allocation, Transfer of Units, and Holding Restrictions There is no
substantial amendment in addition to the amendment to comply with the rules,
advice or instruction of the Office of the SEC as the followings;
7.4.3 Foreign Limit
7.5.1 Management Company's Duties
8 Required Unitholders' Resolutions There is no substantial amendment in
addition to the amendment to comply with the rules, advice or instruction of the
Office of the SEC
8.1 Matters to be Approved by Unitholders
8.2 Rules and Procedures for Obtaining Unitholders' Resolutions
8.3 Meeting and Voting Rights of Unitholders
8.4 Binding Effect
9 Management of the Fund There is no substantial amendment in addition to the
amendment to comply with the rules, advice or instruction of the Office of the
SEC as the followings;
9.1.4 Selection of the Investment Advisory Committee
9.2.2 Duties and Responsibilities of the Management Company
9.3.2 Removal and Replacement of Fund Supervisor
11 Amendment of the Fund Scheme There is no substantial amendment in addition to
the amendment to comply with the rules, advice or instruction of the Office of
the SEC as the following;
11.1 Procedures to Amend the Fund Scheme
12 Fees and Expenses There is no substantial amendment in addition to the
amendment to comply with the rules, advice or instruction of the Office of the
SEC as the following;
12.3.2 Changes to the Fees or Expenses
13 Dissolution of the Fund, Return of Proceeds, and Delisting There is no
substantial amendment in addition to the amendment to comply with the rules,
advice or instruction of the Office of the SEC as the followings;
13.2 Dissolution Events
13.3 Powers of the Office of the SEC
The amendments to the Fund Scheme is valid from 21 June 2019 onwards which is
subject to the conditions. In any event, the full version of the updated fund
scheme is available on the Fund's website at
https://www.scbam.com/th/fund/property-fund/fund-information/dif. Should there
is any enquiry, please contact the Customer Relations Division of the management
company at telephone No. 0-2777-7777 press 0 and, then, press 6, during 8.30 -
17.00 hrs. of every business day.
______________________________________________________________________
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through the electronic system which is provided for the purpose of dissemination
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Stock Exchange of Thailand only. The Stock Exchange of Thailand has no
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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.