21 September 2005
Investment in Subsidiary Company
Translation
Date: September 21, 2005
Subject: 1. Joint Venture Agreement between Dusit Thani PCL & Le Cordon Bleu
Helvetia Sarl and Le Cordon Bleu International B.V.
2. Cooperation with Le Cordon Bleu Helvetia Sarl at Dusit Thani
College to deliver Le Cordon Bleu culinary programs
3. Cooperation between University of Hawaii and Dusit Executive
Development Centre to develop training programs
Attention: Managing Director
Stock Exchange of Thailand
1. Joint Venture Agreement between Dusit Thani PCL & Le Cordon
Bleu Helvetia Sarl and Le Cordon Bleu International B.V.
In accordance with the resolution of the board of directors of
Dusit Thani PCL No. 7/2005 on September 21, 2005 approving the joint venture
agreement between Dusit Thani PCL and Le Cordon Bleu Helvetia Sarl which
operates an internationally renown French culinary arts school under its
parent company Le Cordon Bleu International B.V., and is also the owner of
the trademark Le Cordon Bleu which operates a culinary arts educational 26
schools in 15 countries, including US, Europe, Asia, Australia and
the Middle East.
Dusit Thani PCL and Le Cordon Bleu Helvetia Sarl have agreed to set
up a new joint venture company to be called "Le Cordon Bleu Dusit Co.,Ltd"
("LCB-Dusit"), owned by Dusit 50% plus one share and Le Cordon Bleu Helvetia
Sarl 50% less one share. The parties agree that the initial registered capital
of LCB-Dusit shall be Baht 40,000,000 and the loan from both parties Baht
80,000,000. The interest in respect of loan will be the average of the Minimum
Lending Rates (MLR) which are used and declared by each of Bangkok Bank Public
Company Limited, Siam Commercial Bank Public Company Limited and Kasikorn
Bank Public Company Limited. The Internal Rate of Return of the project is
expected to be 14% and the payback period is 3.77 years.
The size of the project, counted by the acquisition or disposal of
asset of the company, base on consolidated financial statement of the
Company as of June 30, 2005 was
The Value of consideration = Total Payment/Total Asset
= 60 Million Baht/5,169 Million Baht = 1.16%
The Board of Directors of LCB-Dusit will comprise of 6 persons,
of which 3 will be appointed by Dusit Thani Pcl. and the other 3 by Le
Cordon Bleu Helvetia Sarl. The term of appointment of the Chairman shall
be 1 year and shall alternate where the first term shall be held by Le Cordon
Bleu Helvetia Sarl and the next year shall be held by Dusit Thani Pcl.
The meeting of the Board of Directors will be at least 2 times per year and
will be held primarily in Thailand.
The objective of LCB-Dusit is to operate an international culinary arts
academy by delivering the curriculum of Le Cordon Bleu, an international
culinary arts academy. 15% of the total revenue of LCB-Dusit will be
allocated to pay to Le Cordon Bleu International B.V. as a royalty fee and
1% will be paid as the trademark licensing fee. These rates are charged by
Le Cordon Bleu as normal commercial practice and not higher than others
LCB-Dusit will provide both short courses and the continually course
in culinary arts. The graduates will be granted certificate by Le Cordon Bleu
Helvetia Sarl.
The cooking school will operate on the first and second floor of The
Dusit Thani Building, 946 RamaIV Rd., Silom, Bangrak, Bangkok 10500. The
total area amount to approximately 2,000 square metres, and will include
5 practical kitchens, 2 demonstrate kitchens, 1 shop, 1 training restaurant
and 1 cultural centre.
Dusit Thani PCL will lease areas, as mentioned earlier ,to LCB-Dusit
as a connected transaction. The lease will be operated as the ordinary and
usual course of business
Having considered the return on investment on the said venture, the
Company believes that Le Cordon Bleu is world renown and well accepted for
their expertise in the culinary arts. Furthermore, it is the current trend
that the interest towards the study is increasing and will serve as a good
place for the company to develop its workforce, whilst also benefiting
Dusit Thani Hotel by attracting customers from the region.
2. Cooperation with Le Cordon Bleu Helvetia Sarl at Dusit Thani
College to deliver Le Cordon Bleu culinary programs
The Dusit Thani College, the subsidiary company of the Royal Princess
Public Company Limited which is the affiliate of the Dusit Thani Public
Company Limited, and Le Cordon Bleu Helvetia Sarl have agreed to delivering
and joining the curricular of Le Cordon Bleu and Dusit Thani College for
the B.B.A. International program. The graduate student will be granted
degree from Dusit Thani College and the certificates from Le Cordon Bleu.
Le Cordon Bleu will charge 8% tuition revenue for the delivering in
curricular and services
Dusit Thani PCL, Dusit Thani College, Le Cordon Bleu Helvetia Sarl and
Le Cordon Bleu Internatioanl B.V. will attend the signing ceremony at
September 21, 2005
3. Cooperation between University of Hawaii of Mamanua and Dusit
Executive Development Centre in the training programs
Dusit Executive Development Centre (DEDC), a subsidiary of
Dusit Thani Pcl. have resolved to enter into a contract to jointly develop
training programs capitalizing on the academic strengths and business
practice to maximize productivity. The programs will be trained by renowned
professors of the University of Hawaii and Dusit staff will also have the
opportunity to go to Hawaii for training.
Please be informed accordingly.
Sincerely yours,
(Mrs. Sinee Thienprasiddhi)
Director