08 Aug 2019 20:17:00
Notification of the Restricted Territories with respect to the subscription for the new investment units of DIF
Neither this notification nor any copy thereof may be released into or distributed directly or indirectly in the United States, the Restricted Territories (as defined below) or in any other jurisdiction where such release or distribution might be unlawful or to or for the account or benefit of U.S. persons. JorTor. 11-620261 8 August 2019 Re: Notification of the Restricted Territories with respect to the subscription for the new investment units of Digital Telecommunications Infrastructure Fund (the "Fund" or "DIF") To: The President The Stock Exchange of Thailand We, SCB Asset Management Company Limited (the "Management Company") as the management company of DIF, refer to our notification to you of the allocation of the new investment units of the Fund to the existing unitholders whose name appears in the unitholder register book as at the date to determine the unitholders entitled to subscribe for the new investment units (Record Date) in proportion to their unitholding, but not to any unitholder if such allocation constitutes or may constitute the violation of the law or any rules and regulations of foreign jurisdictions by the Fund or the Management Company or may result in the Management Company being subject to duties for any arrangement in addition to those required under Thai law (referred to as the "Entitled Existing Unitholders") and the rights ratio for the Entitled Existing Unitholders to subscribe for the new investment units at 9.40 existing investment units per 1 new investment unit, including the details of the XB (Excluding Other Benefits) date for the determination of the Entitled Existing Unitholders to subscribe for new investment units and the date of determination of the Entitled Existing Unitholders to subscribe for the new investment units (Record Date) as well as the offering price and the details of subscription method for the new investment units of the Fund on 22 July 2019 and 25 July 2019, respectively. In compliance with the resolution of the Extraordinary General Meeting of unitholders of the Fund No. 1/2019 held on 21 June 2019, the Management Company would like to notify you of the information regarding the Restricted Territories with respect to the subscription for the new investment units of the Fund pursuant to which the allocation of the new investment units to the existing unitholders who are citizen of or resident in such jurisdictions constitutes or may constitute the violation of the law or any rules and regulations of those jurisdictions by the Fund or the Management Company or may result in the Management Company being subject to duties for any arrangement in addition to those required under Thai law. In this regard, the Management Company shall not send the subscription package for the new investment units to and shall not allocate the new investment units to such existing unitholders. Details of which are as follows: 1. Austria 2. Bangladesh 3. Belgium 4. Brazil 5. Cambodia 6. Canada 7. Denmark 8. France 9. Germany 10. Greece 11. Ireland 12. Israel 13. Italy 14. Japan 15. Jordan 16. Laos 17. Malaysia 18. The Netherlands 19. The People's Republic of China 20. Russia 21. South Africa 22. Sweden 23. Switzerland 24. Taiwan 25. Vietnam 26. The United States (collectively, the "Restricted Territories") For more information, unitholders should study the details of allocation of the new investment units and the subscription method of the new investment units in the document related to the subscription for new investment units to be distributed and the prospectus. The Management Company submitted the prospectus to the Securities and Exchange Commission of Thailand and has disseminated the prospectus on its website at www.scbam.com since 5 August 2019. The Management Company reserves the right to change the relevant details of the subscription and the allocation of the investment units, including the offering price, portion or number of unit allocation as mentioned above as it deems appropriate to ensure that the offering is successful, which will be published through printed media and/or radio and/or television and at the office of the Management Company and the Placement Agents as well as at www.scbam.com, www. digital-tif.com and www.sec.or.th and Investment Advisory Division of the Management Company at telephone no. 0-2777-7777press 0 and, then, press 6 (to the extent practical). This notification is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities. Distribution of this notification into jurisdictions other than Thailand may be restricted by law. Persons into whose possession this notification comes should inform themselves of and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction for which neither the Fund nor the Management Company will accept any liability. This notification does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, the Restricted Territories or to or for the account or benefit of U.S. persons. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "US Securities Act"), and may not be offered or sold in the United States or to or for the account or benefit of U.S. persons unless registered under the US Securities Act, or pursuant to an exemption from, or in a transaction not subject to, registration under the US Securities Act. The Fund and the Management Company has no intention to register under the US Securities Act any portion of the securities referred to herein or to conduct a public offering of securities in the United States or any other jurisdiction outside of Thailand. The securities described herein will be sold in accordance with all applicable laws and regulations. Please be informed accordingly. Yours Faithfully, Digital Telecommunications Infrastructure Fund By SCB Asset Management Company (Mrs. Tipaphan Puttarawigorm) Executive Vice President, Property and 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.