: FS JV Co Limited ( FS JV )

Transcription

1 (Translation) No. IR/2558/ October 2015 Subject: Notification of an establishment of a new joint venture company and a joint investment in hotels in the United Kingdom To: President The Stock Exchange of Thailand Singha Estate Public Company Limited ( the Company") wishes to inform you that S Hotels and Resorts (UK) Limited ( S UK ), a 99.99% subsidiary of the Company, had invested a stake in a new joint venture company. (Shareholding structure appears in Enclosure 1.) The details are as follows: Date of the transaction : 1 October 2015 Joint venture company name : FS JV Co Limited ( FS JV ) Registered capital : GBP 1,000,000, comprising 1,000,000 ordinary shares at a par value of GBP 1 per share (fully paid-up) Shareholding structure after the joint venture: - S Hotels and Resorts (UK) Limited 50% - FICO Holding (UK) Limited 50% FICO Holding (UK) Limited ( FICO UK ) neither has a relationship with the Company as a major shareholder nor director; therefore, it is not subject to the disclosure as per the Notification of the Stock Exchange of Thailand Re: Rules, Procedures and Disclosure of Information Concerning the Connected Transaction of Listed Companies B.E Therefore, such transaction is not considered a connected transaction according to the notification.

2 Type of business : Holding company Investment value : Total investment of GBP million, or equivalent to THB 2, million 1, comprising 1. Equity investment of GBP 500, Loan to FS JV of GBP 40,000,000 (repayment term of 5 years) Source of funds Objective of investment : Loan and S UK s capital : To expand hotel business in the United Kingdom On 10 October 2015, FS Senior Co Limited ( FS SENIOR ), a 100% subsidiary of FS JV, has entered into sales and purchase agreements with Patron Jupiter Holdings S.A.R.L and West Register Hotels (Holdings) Limited for the purchase of 100% stake in Jupiter Hotels Holdings Limited ( JHH ), a company incorporated in England and Wales, engaging in hospitality business with 26 freehold/leasehold hotels in the United Kingdom under the brand Mercure. (Shareholding structure appears in Enclosure 1.) However, the completion of the aforementioned transaction is subject to certain customary conditions precedent satisfaction. The investment details are as follows: Purchaser Seller : FS Senior Co Limited ( FS SENIOR ) : The shareholders of Jupiter Hotels Holdings Limited ( JHH ), consisting of 2 parties as follows: 1) Patron Jupiter Holdings S.A.R.L holding 50% in JHH 2) West Register Hotels (Holdings) Limited holding 50% in JHH The above mentioned sellers neither have a relationship with the Company as a major shareholder nor director; therefore, it is not subject to the disclosure as per the Notification of the Stock Exchange of Thailand Re: Rules, Procedures and Disclosure of Information Concerning the Connected Transaction of Listed Companies B.E Therefore, such transaction is not considered a connected transaction according to the notification. Investment value : Not exceeding GBP 160,000,000, or equivalent to THB 8, million 1 Source of funds Objective of investment : Loan and FS SENIOR s capital : To invest in hotel business in the United Kingdom 1 The exchange rate of GBP 1 = THB , as of 30 September 2015 which is the date that the Board approved the transactions.

3 The value of such transactions is not required to be disclosed under the Notification of the Capital Market Supervisory Board No. ThorChor. 20/2551 Re: Rules on Entering into Material Transaction Deemed as Acquisition or Disposal of Assets, and 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 or Disposition of Assets B.E Please be informed accordingly. Sincerely yours, Singha Estate Public Company Limited - signed by - (Choenporn Subhadhira) Company Secretary Office of Company Secretary Tel Ext Fax

4 Enclosure 1 Shareholding structure after completion of the transactions Remarks: S Hotels and Resorts Inter Company Limited ( SHR Inter ) S Hotels and Resorts (HK) Limited ( S HK ) S Hotels and Resorts (UK) Limited ( S UK ) FICO Holding (UK) Limited ( FICO UK ) FS JV Co Limited ( FS JV ) FS Mezz Co Limited ( FS MEZZ ) FS Mid Co Limited ( FS MID ) FS Senior Co Limited ( FS SENIOR ) Jupiter Hotels Holdings Limited ( JHH ) Jupiter Hotels Midco Limited ( Jupiter Mid ) Jupiter Hotels Limited ( Jupiter Hotels ) Jupiter Hotels Wetherby Limited ( Jupiter Hotels Wetherby ) Jupiter Hotels Management Limited ( Jupiter Hotels Management )

5 Enclosure 2 Table summarizing details of JHH s 26 hotels Hotel Location (City) Number of Rooms (Rooms) Rating (Stars) Tenure Mercure Ayr Ayr Freehold Mercure Bolton Georgian House Bolton 91 3 Freehold Mercure Bradford Bankfield Bingley Freehold Mercure Brighton Seafront Brighton Freehold Mercure Bristol North, The Grange Bristol 68 4 Freehold Mercure Burton-on-Trent, Newton Park Staffordshire 50 4 Freehold Mercure Chester East Chester Freehold Mercure Edinburgh City - Princess Street Edinburgh Leasehold with lease term ending in 2038 Mercure Glasgow City Glasgow 91 3 Leasehold with lease term ending in 2036 Mercure Gloucester, Bowden Hall Gloucester 72 4 Freehold Mercure Hull Grange Park Hull Freehold Mercure Inverness Inverness Freehold Mercure Kidderminster Kidderminster 44 4 Freehold Mercure Leeds Parkway Leeds Freehold Mercure Leicester The Grand Leicester Freehold Mercure Livingston Livingston Leasehold with lease term ending in 2033 Mercure London Watford Watford Freehold Mercure Maidstone Great Danes Maidstone Freehold

6 Hotel Location (City) Number of Rooms (Rooms) Rating (Stars) Tenure Mercure Manchester Piccadilly Manchester Leasehold with lease term ending in 2060 Mercure Newbury Elcot Park Newbury 73 4 Freehold Mercure Norwich Norwich Freehold Mercure Perth Perth 76 3 Leasehold with lease term ending in 2033 Mercure Swansea Swansea Leasehold with lease term Mercure Tunbridge Wells Tunbridge wells ending in Freehold Mercure Wetherby Wetherby Freehold Mercure York, Fairfield Manor Skelton 89 4 Freehold Total 2,883