11 สิงหาคม 2553
Info.of the Acquisition of Dusit Thani Laguna Phuket (Added)
Translation
August 11, 2010 (Added)
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 Capital Market Supervisory Board No.TorChor. 20/2551 Re: Rules
on Entering into Material Transaction Deemed as Acquisition or Disposal
of Assets which mentioned by the Notification of the Board of Governors
of the Stock Exchange of Thailand Re:Disclosure of Information and Other
Acts of Listed Companies Concerning the Acquisition and Disposition of
Assets B.E. 2547 (2004).
- 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 American
Appraisal (Thailand) Co., Ltd. , an independent appraiser approved from
Thai Valuer Association (TVA), The Valuers Association of Thailand (VAT)
and The Securities and Exchange Commission (SEC). This is 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 B.E. 2547 (2004)
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 and Audit Committee has
considered and agreed to invest in such assets since the hotel is located
in Phuket, a province with the high potential for tourism industry. In
addition the hotel has a long historical record of high performance.The
Management has a strong confidence in the hotel's future prosperity which
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