11 August 2010
Information of the Acquisition of Dusit Thani Laguna Phuket
Translation
August 10, 2010
Detail of the Assets Acquisition from Laguna Resorts and Hotels Public Company
Limited
The Board of Directors Meeting of Dusit Thani Public Company Limited
("the Company") No. 4/2010 held on August 5, 2010 has approved the purchase of
Dusit Thani Laguna Resort Phuket from Laguna Resorts and Hotels Public Company
Limited, Phuket Resort Development Co., Ltd. and Laguna Grand Co., Ltd. which
consist of land area of 33 Rai, 2 Ngan and 83.2 Square Wah and 12 buildings.
1. Date of transactions: An agreement is to be signed on August 10, 2010.
The expected date of transfer of ownership will be within November 2010 or
no later than December 2010.
2. The Parties involved and relationships
- Purchaser : Dusit Thani Public Company Limited
- Seller : Laguna Resorts and Hotels Public Company Limited, Phuket Resort
Development Co., Ltd. and Laguna Grand Co., Ltd.
- Relationships with Listed Company: The Company is connected to
Laguna Resorts and Hotels Public Company Limited as a shareholder
with the shareholding ratio accounting for 0.75 per cent of the
total shares according to the report of the Stock Exchange of
Thailand dated May 10, 2010. The Company possesses no authorization to
control and is merely to provide the hotel operation service which
shall receive the management fee in return.
3. The general characteristics of the transactions
- Transaction Category: Such asset acquisition transaction is concerned
with the Acquisition and Disposition of Assets according to Notification
of the Stock Exchange of Thailand, Disclosure of Information or Acts
of Listed Companies.
Calculation of assets size: the Company's total assets which, as of
March 31, 2010, is Bt 5,491,177,000.
Total value of acquired assets = 2,716,000,000 = 49.47%
The Company's total assets 5,491,177,000
Therefore, the transaction equals to 49.47 per cent of the
Company's total assets which is more than 15 per cent but less than
50 per cent of the Company's total assets and is consequently classified
as item 2 according to Notification of the Stock Exchange of
Thailand, Disclosure of Information or Acts of Listed Companies.
- Transaction Characteristics: The Company has an intention to purchase
the assets which consist of 12 buildings as prescribed in the section 4.
4. The details of acquisitioned assets: Land and buildings are located at
Srisoontorn Road, Cherngtalay District, Amphur Talang, Phuket, which
consist of the followings:
1. 6 parcels of land consist of land Title Deed no. 5917, 11956, 5971 in
partial, 42109 and 2 parcels of land which will be partly derived from
Title Deed no. 42110. The total land area is 33 Rai 2 Ngan and 83.2
Square Wah as indicated on the Title Deeds. However, the Company
has to acknowledge that the actual areas may be less than the
indicated area due to the beach erosion on part of the land Title Deed
no. 5917 and 42109.
Moreover, some parts of the land will be registered the servitude to
Laguna Resorts and Hotels Public Company Limited and Phuket Resort
Development Co., Ltd. The total area is 488.25 Square Wah, of which
99.75 Square Wah is a walk way, 67.50 Square Wah is vehicle road and
321 Square Wah is the underground infrastructure system respectively.
2. 12 Buildings include:
- A 3-storey hotel building with 226 hotel rooms and 6 restaurants
- 1 building of Italian restaurant
- 2 buildings of meeting and function rooms
- 1 building of Thai restaurant
- 2 buildings of souvenirs shops
- 3 recreational buildings and swimming pool
- 2 buildings of spa and treatment rooms
- Tennis courts
5. The total value of the acquired assets: The total value of the acquired
assets is Bt 2,620,000,000. The payment scheme is as follows:
- The first payment: 10 per cent of the total value or Bt 262,000,000 shall
be made within 5 days as from the agreement signing date;
- The second payment: 89 per cent of the total value or Bt 2,331,800,000
shall be made in September 30, 2010;
- The last 1 per cent of the total value or Bt 26,200,000 payment shall be
made on the transfer date or completion date which is expected to be
within November 2010 or no
later than December 2010.
Moreover, the Company shall bear the burden of the expenses and tax
incurred by the transfer of the ownership which is approximately Bt
96,000,000.
6. The basis used to determine the value of returns: The valuation is
calculated based on the Discounted Cash Flow of the Assets which shall not
exceed 10 per cent of the estimated values appraised by an independent
appraiser, exclusive of the expenses and tax incurred by the transfer
of the ownership.
7. The benefit expected to be received from the transactions: To maintain
Dusit's hotel group position in Phuket, the province with a high potential
for tourism industry as well as to expand the Company's business to ensure
the better performance in the future.
8. The sources of funds and repayment: The Company has intention to inject
such assets into its property fund. However, the deposit payment for the
acquired assets will initially be from a short-term loan from bank during
the property fund establishment period. In the event that the Company is
unable to successfully set up the property fund, the Company shall consider
borrowing a long-term loan from the bank and/or issuing debentures.
9. Conditions for entering into a transaction: As being classified item 2
in accordance with the Notification of the Stock Exchange of Thailand,
Disclosure of Information or Acts of Listed Companies concerning the
Acquisition and Disposition of Assets, such transaction shall be notified
to the Stock Exchange of Thailand and its details shall be informed to the
shareholders within 21 days as from the first date that the transaction
is disclosed to the Stock Exchange of Thailand.
10. The opinion of the board of directors concerning a decision to enter into
a transaction: The Company's board of directors has considered and agreed
that the investment in such assets is worthwhile and will help the Company
in expanding its business. Therefore, the Company's board of directors
has unanimously approved the purchase of such assets in all respects.
11. The opinion of the audit committee and/or the board of directors
disagreeing with the opinion stated in section 10: none