04 กรกฎาคม 2544
REPORT ON DUSIT RESORT PATTAYA CONFLICT
TRANSLATION
July 3, 2001
Subject: Report to The Stock Exchange of Thailand on Dusit Resort Pattaya
Conflict
Attention: Director and Manager of Stock Exchange of Thailand
Following false and misleading news reports in the controversy between
The Dusit Thani Public Company Limited and The World Intertrade
Corporation Co., Ltd., Dusit Thani Plc. would like to report the fact as follows:
The Landmark Hotel Co., Ltd., a subsidiary company in which Dusit
Thani Plc. owns 99.99% shareholding, signed on September 7, 1987 a purchase
agreement with World Intertrade Corporation Co.,Ltd. for buying the Grand
Palace Hotel building, including all component parts and equipments. The said
purchase agreement specified the Landmark Co.,Ltd. to pay US$ 6 million,
equivalent to Baht 154.14 million at that time, to Wardley Bank which was the
creditor of World Intertrade Corporation Co.,Ltd. with the condition that Khun
Thanes Telan and Khun Tritip Telan had the right to repurchase the hotel
within a period of ten years (until September 6, 1997).
The Grand Palace Hotel building was constructed on land belonging to
Siri pattaya Co., Ltd. World Intertrade Corporation Co.,Ltd. had an original
lease contract with Siripattaya Co.,Ltd. covering a period of 30 years, from
1975-2005. Subsequently, World Intertrade Corporation Co.,Ltd. cancelled the
lease contract with Siripattaya Co.,Ltd. prematurely. After that Landmark Hotel
Co.,Ltd. signed a new land lease contract with Siripattaya Co.,Ltd. and
registered with the Land Department on September 30, 1987, effective on
October 1, 1987 also for a period of 30 years. Landmark Co., Ltd. At that time
paid both unpaid overdue lease payment on behalf of World Intertrade
Corporation Co.,Ltd. to Siripattaya Co.,Ltd. in the amount of over Baht 10
million, and unpaid provincial building tax from the year of 1984-1986
amounting to more than Baht 2 million.
Following that, Landmark Hotel Co.,Ltd. closed Grand Palace Hotel to
undergo major renovation which costed more than Baht 400 million. The grand
re-opening took place on November 29, 1988 under a new name of Dusit
Resort Pattaya
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Since Dusit Thani Plc. also had the hotel management team, therefore,
Landmark Hotel Co.,Ltd.which was its subsidiary company, decided to enter
the hotel management contract with Dusit Thani Plc. for 10 years. Dusit Thani
Plc. would like to point out that the news claiming that World Intertrade
Corporation Co.,Ltd. allowed Dusit Thani Plc. to manage Dusit Resort Pattaya
and Dusit Thani Plc. took this opportunity to seize this hotel from Khun Thanes
is not the truth.
Based on the fact that Landmark Hotel Co.,Ltd. had its registered capital
of only Baht 10 million, it was necessary to raise a loan in the amount of Baht
559.2 million for the major renovation of the hotel. Resulting from this,
Landmark Hotel Co.,Ltd. was burdened with the high interest on loan and also
encountered losses on the operation. The losses continued until January 31,
1994, with total deficit amounting to Baht 305 million. Therefore, on February
1, 1994, Landmark Hotel Co.,Ltd, transferred the possession of hotel building
and leasehold to Dusit Thani Plc. with the condition remained unchanged that
Khun Thanes Telan and Khun Tritip Telan could buy the hotel back until the
deadline date of September 6, 1997. Throughout this period, both of them
showed no intention at all to repurchase the hotel. On August 25, 1998, Khun
Thanes filed a lawsuit against four defendants, first Landmark Hotel Co.,Ltd.,
second World Intertrade Corporation Co.,Ltd. , third Dusit Thani Plc. and
fourth Khun Tritip Telan. Khun Thanes wanted to order Dusit Thani Plc. to
sell Dusit Resort Pattaya back to him at the total price of Baht 154 million.
Otherwise, Dusit Thani Plc. must pay compensation estimated at Baht
1,045,860,000.
On August 17, 2000, the South Bangkok Civil Court dismissed the case
filed by Khun Thanes, without holding any hearing with Dusit Thani Plc. and
Landmark Hotel Co.,Ltd. Consequently, Khun Thanes could not claim any
compensation whatsoever. On April 30, 2001, Dusit Thani Plc. filed a motion
to Pattaya Court to request for a court order to endorse its ownership right over
the hotel building, which has been possessed for over 10 years. However,
Dusit Thani Plc. withdrew its Possession Motion on June 26, 2001, because
the Company intended to file the Emergency Hearing Motion on this case.
According to law, the former motion has to be withdrawn first, before the latter
motion could be filed.
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Following that, the Official Receiver announced it would seize the Dusit
Resort Pattaya hotel building on June 21, 2001, because World Intertrade
Corporation Co.,Ltd. had been filed for bankruptcy by the Revenue Department
based on the ground that World Intertrade Corporation Co.,Ltd. could not pay
its two major creditors, the Revenue Department and Bangkok Bank. Dusit
Thani Plc. then filed the motion to the Revenue Department to postpone the
seizure of the building until June 29, 2001.
According to the Dusit Thani Board of Directors Resolution dated June
26, 2001, Dusit Thani Plc. resolved to pay the amount totaling Baht 44,246,000
to the Official Receiver on behalf of World Intertrade Corporation Co.,Ltd. in
connection with the Dusit Resort Pattaya Hotel's building, to prevent any
damage that may occur by virtue of Section 230 of the Civil and Commercial
Code of Thailand. However, the Official Receiver declined to accept the
payment, claiming that the Official Receiver could not accept on behalf of the
creditors.
A meeting among the debtor, creditors, and claimer was held on July 3,
2001, with the result that the major creditors, the Revenue Department and
Bangkok Bank, have both agreed to accept the payment from Dusit Thani Plc.
Therefore, the Official Receiver has ruled that the entire debt of World
Intertrade Corporation Co.,Ltd. has now been fully paid.
Sincerely yours,
(Thanpuying Chanut Piyaoui)