Financial Transaction with Risk to the Financial Position and Operating Performance.
The Stock Exchange of Thailand·08/11/2026 10:16:41
Financial Transaction with Risk to the Financial Position and Operating
Performance
Quarter / Year : Quarter 2 / 2026
Name of Transaction : The expected credit loss on rental
and services receivables relates to one debtor: Udon Plaza Company Limited
("Udon Plaza"), which is the leaseback tenant of a portion of the space at the
UD Town Project, and also serves as the property manager for the UD Town
Project.
Type of Transaction :
- Expected Credit Loss (ECL)
Source of Transaction :
1. Timeline of Events:
Due to the continuing impact of the COVID-19 pandemic, Udon Plaza was unable to
fully meet its rental, services, and other payment obligations under the lease
agreements and related arrangements, resulting in outstanding receivables. This
led to the execution of agreements regarding the settlement of outstanding
amounts and the deferral of future rental and services payments, as approved by
AIMCG's Trust Unitholders' Meeting No. 1/2022 on 29 April 2022. However, Udon
Plaza was subsequently unable to fully comply with such agreements, resulting in
the recognition of expected credit losses on the receivables. As of 30 June
2026, the expected credit losses amounted to THB 368.2 million.
2. Counterparty information:
The contracting party is Udon Plaza, which operates a business providing retail
space for lease to sell products or offer all other types of services. It is a
tenant of the UD Town Project and serves as the property manager for the UD Town
Project. Its shareholders are as follows:
- Mr. Tanakorn Weerachatyanukul 50.0%
- Mrs. Monthathip Methawarangkul 50.0%
3. Relationship with the REIT manager:
Udon Plaza has no relationship with the REIT manager, including shareholders,
directors, or executives of the REIT manager.
Cause of Transaction :
Cause and amount of the loss:
The expected credit loss for the three-month period ended 30 June 2026 amounted
to THB 32.1 million, representing:
- 46.5% of total investment income
- 727.5% of the increase (decrease) in net assets from operations
- 86.8% of the accounts receivable - Udon Plaza
- 16.0% of net assets
The expected credit loss for the six-month period ended 30 June 2026 amounted to
THB 67.1 million, representing:
- 50.0% of total investment income
- 1,135.7% of the increase (decrease) in net assets from operations
- 86.8% of the accounts receivable - Udon Plaza
- 16.0% of net assets
Details of Loss Amounts
Loss Amounts (Thousand Baht) : 32,111.53
Proportion of Loss Amount Compared with the Latest Financial Statements (Unit :
Thousand Baht)
Operating Income
Quarter 2 30 Jun 2026 : 69,034.34
% Loss Amounts Quarter 2 30 Jun 2026 : 46.52
For 6 Months 30 Jun 2026 : 134,332.61
% Loss Amounts For 6 Months 30 Jun 2026 : 49.96
Increase (Decrease) in net assets from operations
Quarter 2 30 Jun 2026 :4,413.84
% Loss Amounts Quarter 2 30 Jun 2026 : 727.52
For 6 Months 30 Jun 2026 : 5,909.44
% Loss Amounts For 6 Months 30 Jun 2026 : 1,135.72
The Relevant Transaction Value
Quarter 2 30 Jun 2026 : 424,373.14
% Loss Amounts Quarter 2 30 Jun 2026 : 86.75
For 6 Months 30 Jun 2026 : 424,373.14
% Loss Amounts For 6 Months 30 Jun 2026 : 86.75
Net Assets
Quarter 2 30 Jun 2026 : 2,307,103.18
% Loss Amounts Quarter 2 30 Jun 2026 : 15.96
For 6 Months 30 Jun 2026 : 2,307,103.18
% Loss Amounts For 6 Months 30 Jun 2026 : 15.96
Impact Analysis on Business Operation / Financial Position / Liquidity /
Operating Performance :
- Assessment of the impact on business operations, financial position,
liquidity, and operating results
1. Assessment of Business Impact - The event resulted in a loss of rental and
services income from Udon Plaza. However, it did not materially affect the
overall operations of UD Town Project or AIMCG's ability to generate income from
other areas not subject to the leaseback agreement, as such areas can continue
to be leased to other retail tenants in the normal course of business.
2. Financial position - As of 30 June 2026, net rental and services receivables
amounted to THB 66.0 million, a decrease of THB 28.4 million from 31 December
2025, primarily due to the allowance for expected credit losses. Nevertheless,
as of 30 June 2026, total assets amounted to THB 2,819.9 million and net assets
amounted to THB 2,307.1 million, remaining at a level comparable to total assets
as of 31 March 2026.
3. Liquidity - The non-payment of rental and services in accordance with
contractual obligations by Udon Plaza had negatively impacted AIMCG's liquidity.
Nevertheless, AIMCG remained able to continue operating and retained the
ability to service principal and interest payments on schedule. In addition,
cash and cash equivalents stood at THB 191.1 million as of 30 June 2026.
4. Operating results - For the three-month period ended 30 June 2026, AIMCG
recorded an expected credit loss on rental and services receivables of THB 32.1
million, relating to one such receivable, namely Udon Plaza. This item was a
non-cash accounting entry, which resulted in net investment income declining to
THB 4.4 million.
- Assess the completeness and adequacy of accounting records
The REIT manager considered that trade accounts receivable from rental and
services were appropriately and adequately presented at fair value as at 30 June
2026, and were in accordance with the guidance of accounting practices for
Property Fund, Real Estate Investment Trust, Infrastructure Fund, and
Infrastructure Investment Trust, which is determined by the Association of
Investment Management Companies and approved by the Securities and Exchange
Commission (Accounting Guidelines).
Corrective and Preventive Measures to Avoid Recurrence of Similar Event :
Corrective Measures:
The REIT manager has continued to follow up on the outstanding receivables in
accordance with its established procedures, including issuing demand letters and
maintaining close discussions and negotiations with Udon Plaza to determine
appropriate remedial measures and repayment arrangements.
The REIT manager will continue to closely monitor the outstanding receivables to
fully preserve AIMCG's rights and will pursue legal action when considered to
be in the best interests of AIMCG and its unitholders.
Preventive Measures:
1. Tenant Selection Process - The REIT manager assesses major prospective
tenants with particular consideration given to their ability to fulfill lease
obligations, financial position, and business experience, in order to ensure
their ongoing ability to meet obligations to AIMCG.
2. Tenant Payment Monitoring Process - The REIT manager continuously monitors
tenants' payment status, including outstanding balances, aging of receivables,
and potential payment default trends. Appropriate reminder, collection, and
escalation procedures are applied when risk indicators arise, enabling timely
management of issues and reducing the risk of accumulating overdue receivables
in the future.
3. Investment Policy and Procedures - The REIT manager sources and selects
quality assets, conducting reviews and assessments in conjunction with
independent appraisers and legal advisors, in compliance with the REIT's
investment policy, benefit procurement policy, and applicable regulations. The
review encompasses multiple dimensions, including the overall asset profile,
historical operating performance, asset benefit procurement structure, and legal
matters, while also taking into account long-term investment value in order to
generate risk-adjusted returns commensurate with the risks that may arise from
the investment.
Opinion of the Trust Manager/Management Company on the reasonableness of past
transactions :
- Consideration of price, expected return, and key terms
The consideration to enter into leaseback agreements with Udon Plaza and the key
terms of the lease agreements and related arrangements with Udon Plaza are
detailed below, categorized by type of transaction
o Leaseback agreement with Udon Plaza: Udon Plaza leases a portion of the space
at the UD Town Project on a short-term or daily income-generating basis,
managing such areas to provide operational flexibility appropriate to the
revenue-generating characteristics of the space, namely the activity courtyard,
night market, food court, and restaurants. The rental rate for such leaseback
space was determined with reference to the historical operating performance of
the leased-back areas, reflecting the income-generating potential achieved prior
to AIMCG's investment date. An additional discount was applied, setting the
rental rate below historical operating performance, in order to reduce AIMCG's
risk and accommodate operational fluctuations in Udon Plaza's management of such
space. The leaseback agreement has a 3-year term from AIMCG's investment date,
with AIMCG's right to call Udon Plaza to renew the agreement for successive
3-year periods until the end of the investment period in the UD Town Project.
Udon Plaza provided a security deposit equivalent to 1 month's rent.
o Risk mitigation measures for rental and services income loss: This refers to
an arrangement under which Udon Plaza agreed to lease vacant space and to pay
differential rent in the event that the UD Town Project's income falls below
projections, for a period of 5 years from AIMCG's investment date. The objective
is to mitigate the risk of income loss to AIMCG and its unitholders at a level
consistent with the value of the assets that Udon Plaza received from the sale
of leasehold rights to AIMCG. Udon Plaza agreed to provide a security deposit
equivalent to 3 months' rent in connection with entering into the vacant space
lease agreement.
- Compliance with investment policy
The investment in the leasehold rights of the UD Town Project and the leaseback
arrangement with Udon Plaza were conducted in accordance with AIMCG's investment
policy, as disclosed in the prospectus and considered by the SEC prior to the
initial public offering (IPO) in 2019. In addition, the REIT manager established
risk mitigation measures for rental and services income loss to maintain
AIMCG's income at a level consistent with the value of the assets that Udon
Plaza received from the sale of leasehold rights to AIMCG.
- Due Diligence Process
The REIT manager conducted due diligence in accordance with the guidelines for
property fund and REIT management, together with financial advisors, and
obtained independent valuations from two independent appraisers, as part of the
IPO process in 2019. The UD Town Project recorded operating profit from 2015 to
2018 in the range of THB 98.6 - 117.6 million, demonstrating a consistent
ability to generate income, which served as the basis for determining the rental
rates under the leaseback agreement with Udon Plaza.
Opinion of the Trust Manager/Management Company on the Adequacy of Current
Measures :
The remediation and preventive measures taken are appropriate to the situation.
The REIT manager has been closely monitoring and following up on the collection
of overdue debt and negotiating with Udon Plaza, while also preparing to pursue
legal action to fully protect AIMCG's rights whenever it is deemed to be in the
best interest of AIMCG and its unitholders. In addition, the REIT manager
maintains a process for screening major tenants, regularly monitors tenants'
payment status, and follows a prudent investment policy, which are part of the
risk management framework.
Current Progress Status : Under Rectification
______________________________________________________________________
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