(Translation) -Information Summary- Sri panwa Hospitality Real Estate Investment Trust (SRIPANWA)

Transcription

1 (Translation) -Information Summary- Sri panwa Hospitality Real Estate Investment Trust (SRIPANWA) 1. REIT Manager Charn Issara REIT Management Company Limited 2. REIT Manager s Office No. 2922/ Charn Issara Tower II 4 th Floor, New Petchburi Road, Bangkapi Sub-district Huay Kwang District, Bangkok Tel.: Fax: Website: 3. Trustee SCB Asset Management Company Limited 4. Trustee s Office No. 18 SCB Park Plaza 1, 7-8 th Floor Ratchadapisek Road, Chatuchak Sub-district Chatuchak District, Bangkok Tel.: Fax: Website: 5. Listing Date 23 December 2016 This Information Memorandum is only an information summary of REIT, thus, the investor must study the information in the prospectus which can be obtained from the underwriter and the Company or can study the information from the disclosure report and the prospectus filed by the Company with the Office of the SEC via the SEC s website. 1

2 6. Type of Listed Securities 279,064,000 units, divided into 2 groups as follows: Group 1 REIT units: Swaping of SRIPANWA units with SPWPF s assets and liabilities 200,183,000 units Group 2 REIT units: Investment in additional assets No. 1 78,881,000 units (as approved by the extraordinary meeting of the SPWPF unitholders). with a par value of Baht , totaling Baht 3,156,799, Offer Price Group 1 REIT units: Swapping of SRIPANWA units with SPWPF s assets and liabilities Swap ratio between units and SPWPF s assets and liabilities is based on 1 SPWPF investment unit per 1 SRIPANWA REIT unit. Group 2 REIT units: Investment in Additional Asset No. 1 Baht per unit 8. Secondary Market The Stock Exchange of Thailand (SET) 9. Background On 4 April 2016, Charn Issara Residence Co., Ltd. ( CIR ), as a unitholder of Sri Panwa Hotel Property Fund ( SPWPF ), notified in writing to SCB Asset Management Co., Ltd., as SPWPF manager, that, for the benefits of unitholders as a whole, SPWPF should consider converting SPWPF into Sri Panwa Hotel Real Estate Investment Trust ( SRIPANWA ) and investing in additional assets used for Sri panwa Hotel operation ( Hotel Project Phase 2 ) and residential villa X29 (collectively Additional Assets No. 1 ) for SPWPF could not increase its registered capital for additional investment in immovable property under the SEC Notification No. SorNor. 25/2552 Re: Rules, Conditions and Procedures for Establishment and Management of Property Funds (and the amended), which requires a fund to seek approval to increase its capital for additional investment of assets to the Office of the Securities and Exchange Commission ( SEC ) within 31 December Furthermore, CIR informed that the Company s group company would further establish a company to operate as a REIT manager of SRIPANWA. Charn Issara REIT Management Company Limited ( Company ) has already been set up and approved by the Office of the SEC to operate as a REIT manager on 18 August 2

3 2016. The Company, in its capacity as a settler who shall become a REIT manager once SRIPANWA is established, has proposed a plan to the Fund Manager, to convert SPWPF into SRIPANWA and to invest in Additional Assets No. 1 in order for SPWPF to be able to enhance its investment in quality assets in accordance with the objectives for establishment of the said SPWPF. On 16 June 2016, SPWPF, CIR and the Company entered into a memorandum of understanding to sell the Additional Assets No. 1 to SRIPANWA. The Company has obtained approval from the Office of the SEC to offer REIT units to the investors on 21 November 2016 as shown in the letter No. KorLorTor. JorKor. 2078/2559 Re: Request for Approval for the offer of REIT units. The Company proposed to offer 279,064,000 REIT units in SRIPANWA to the investors as follows: 1) 200,183,000 REIT units for the purchase of SPWPF s assets. When SPWPF is dissolved, the REIT units offered to SPWPF shall be paid to the existing unitholders of SPWPF based on the rate that REIT units of SRIPANWA are swapped in exchange for SPWPF s assets and liabilities by taking into consideration the ratio of 1 SPWPF investment unit : 1 SRIPANWA unit ( Swap Ratio ). 2) 78,881,000 REIT units at Baht per REIT unit for investment in Additional Assets No. 1 by offering to SPWPF unitholders (Preferential Public Offering PPO) in proportion to the units held by each unitholder of SPWPF at the rate of SPWPF investment unit : 1 SRIPANWA unit. In case where there are unsold units from PPO and/or remaining units from calculation by rounding of the fraction from PPO, these remaining units will be offered to the supporters of the asset owner and the connected person, institutional investors and the supporters of the REIT unit underwriters. 10. REIT Establishment Date 6 December 2016, Letter No. RT0004/ Type of Project Specific and closed-end 12. Term of Project No limit 13. Investment Objectives To mobilize funds from SPWPF unitholders and/or the supporters of the asset owners and the connected persons and/or the institutional investors and/or the supporter of the unit underwriters totaling Baht 851,914,800, as well as, from the long-term loan of Baht 450,000,000 to invest in the Additional Assets No. 1 with the total value of Baht 1,301,914,800 [including transaction costs incurred in acquiring assets which SRIPANWA was responsible for]. 14. Investment Policy SRIPANWA shall invest mainly in immovable property or the rights to lease immovable property (including the rights to sub-lease immovable property) and property being fixtures or equipment of such immovable property, including buildings and other properties that are affixed to the land and building, equipment, apparatus, systems in the building and other 3

4 property related, connected and necessary for the use of such immovable property. The types of property that SRIPANWA shall invest are hotel buildings, serviced apartments, long-term leased villas including other immovable property relating, supporting or promoting hotel business and/or serviced apartment and/or long-term leased residential villas, i.e., immovable property used for shops, restaurants, spa and other property that may promote the investment of SRIPANWA Types of Property Information relating to immovable property to be transferred from SPWPF to SRIPANWA The initial invested property was the operation of hotel project phase 1 totaling 45 units (hotel rooms or building) with the following details: Hotel Project Phase 1 features 38 luxury pool villas with private swimming pools, equal to a total of 53 rooms, that are leased out in the whole building. There are also 7 luxury hotel rooms (Pool Suite East) with private swimming pools located in Pool Club building. These are operated under 2 hotel licenses, i.e., Sri panwa Hotel Licence and Sri panwa Boutique Resort and Spa Hotel Licence s of the Initial Assets to be transferred from SPWPF to SRIPANWA (1) Land Land located in Wichit Sub-District, Mueang District, Phuket Province of 21 Rais, 2 Ngans and 55 sq.wah. (2) Buildings and Construction Any building and construction constructed on the land that is the initial assets owned by SPWPF. (3) Movable property used for business operation of the initial assets In addition, CIR has already registered the servitudes with unlimited period of time and without any compensation on the land owned and possessed by CIR located in Wichit Sub-District, Mueang District, Phuket Province with the area 10 Rais, 3 Ngans and 38.3 sq.wah Location of the Initial Assets to be transferred from SPWPF to SRIPANWA Nos. 88/11-16, 20-21, 31, 37, and Moo 8, Wichit Sub-District, Mueang District, Phuket Province Information relating to Additional Assets No. 1 (that are not assets from conversion) After conversion from SPWPF to SRIPANWA, SRIPANWA shall invest in Additional Assets No. 1, which consists of hotel project phase 2 and X29 residential villa. SRIPANWA shall accept the transfer of ownership and/or possession rights in the land of the Additional Assets No. 1 from CIR who has ownership and/or the 4

5 right to possess the land under 2 certificates of utilization (NorSor. 3 Kor.), totaling 6 Rais, 0 Ngan and 50.6 sq.wah, on which luxury hotel and other buildings, public utility systems, furniture, fixtures, equipment related to the business operation of the hotel and residential villas. The Additional Assets No. 1 shall be as follows: s of Additional Assets No Hotel project phase 2 features 2 luxury hotel buildings with 30 rooms and private swimming pool. The service is provided under the hotel license named Sri panwa Hotel and located in The Habita Buildings, of which the construction was completed in 2015 and its Soft Opening was held in January s of the assets are as follows: (1) Land Land located in Wichit Sub-District, Mueang District, Phuket Province of 5 Rais, 1 Ngan and 7.3 sq.wah. /1 (2) Buildings and Construction Buildings and construction constructed on the land which is the location of the hotel project phase 2 owned by CIR. (3) Mmovable property used for the business operation of the hotel project phase X29 Villas X29 Villas opened in 2010 with the following assets: (1) Land Land located in Wichit Sub-District, Mueang District, Phuket Province of 0 Rai, 3 Ngans and 43.3 sq.wah. (2) Buildings and Construction Buildings and construction constructed on the land which is the location of X29 residential villa owned by CIR as per the details below: (a) X29 residential villa is a 3-storey single house with 5 bedrooms and two private swimming pools with the total approximate area of 1,634 sq.m. /2 (b) Movable property used for the business operation of X29 residential villa. In addition, CIR has already registered the servitudes with unlimited period of time and without any compensation on the land owned and possessed by CIR located in Wichit Sub-District, Mueang District, Phuket Province with the area 11 Rais, 0 Ngans and 33.9 sq.wah. for entrance usage. Remarks: /1 The land for hotel project phase 2 is still under the official measurement. /2 Information from CIR as at 30 September Location of the initial assets to be transferred from SPWPF to SRIPANWA The Additional Assets No. 1 is located on the empty land of Sri panwa project which is in the same location as the initial assets. 5

6 14.2 Image showing components and use of land of Sri panwa Project Source : CIR information as at 30 September

7 14.3 Income Structure and Performance Results Information of the Initial Assets (as per the lease agreement period) Fiscal Year Ended 31 July 2014 Fiscal Year Ended 31 July 2015 Fiscal Year Ended 31 July 2016 Total Hotel Project Phase 1 Number of units Average hotel stays ratio (percentage of total units) Average rentals (Baht per night) 20,199 20,913 21,775 Source: SPWPF information as at 30 September Information of the performance results of the Initial Assets (as per the lease agreement period) Fiscal Year Ended 31 July 2014 Value (Baht Million) Fiscal Year Ended 31 July 2015 Fiscal Year Ended 31 July 2016 Income from the hotel project phase 1 business (room income) Income from food and beverages Other income / Total income Operating profit / Source: SPWPF information as at 30 September 2016 Remarks: /1 Other income mainly consists of income from spa, customer s activities and initial profits sharing from the Additional Assets No.1. /2 Operating profit is before interest, tax, depreciation and amortization Information of the performance results of Additional Assets No. 1 (as per the lease agreement period) 1. Information of the hotel project phase 2 performance for the fiscal years ended 31 July 2014, 2015 and 2016 Hotel Project Phase 2 Average hotel stays ratio (percentage of total units) Fiscal Year Ended 31 July 2014 Fiscal Year Ended 31 July 2015 Fiscal Year Ended 31 July /1 - /1 42 /1 Average rentals (Baht per night) - /1 - /1 12,414 /1 Source: SPWPF information as at 30 September 2016 Remark: /1 The Hotel project phase 2 construction has been completed in 2015 with Soft Opening held in January The hotel project phase 2 constructions which had been completed at the end of 2015 had a suspension in the hotel operation for renovation of some hotel 7

8 rooms within the fiscal year ended 31 July Please see the next table for the average hotel stays ratio only for the hotel project phase 2. Information of the performance results of the Additional Assets No. 1 for the fiscal year ended 31 July 2014, 2015 and 2016 (as amended by not counting the rooms which were not opened during the Soft Opening of the hotel project phase 2) Hotel Project Phase 2 Average hotel stays ratio (percentage of total units) Fiscal Year Ended 31 July 2014 Fiscal Year Ended 31 July 2015 Fiscal Year Ended 31 July /1 - /1 53 /1 Average rentals (Baht per night) - /1 - /1 12,414 /1 X29 Residential villa Average hotel stays ratio (percentage of total units) /2,3 Average rentals (Baht per night) 60,021 59,308 67,196 /2,3 Total Additional Assets No. 1 Average hotel stays ratio (percentage of total units) /4 Average rentals (Baht per night) 60,021 59,308 13,986 Source: SPWPF information as at 30 September 2016 /1 Remarks: The Hotel project phase 2 construction has been completed in 2015 with Soft Opening held in January /2 Since there will be a construction of X24 residential villa near X29 residential villa between April to July 2016, SPM as X29 residential villa manager, opted to not lease out X29 residential villa during such period to ensure that this would not affect the guests staying in the initial assets. However, the Company expects that X29 residential villa shall be opened for normal business before SRIPANWA investment in December /3 The performance results for August 2015 to March /4 Average hotel stays ratio only for the days that the hotel project phase 2 and/or X29 residential villa are opened for operation Information of the performance results of Additional Assets No. 1 (as per the lease agreement period) Fiscal Year Ended 31 July 2014 Value (Baht Million) Fiscal Year Ended 31 July 2015 Fiscal Year Ended 31 July 2016 Income from the Additional Assets No. 1 / /2 Income from food and beverages Other income / Total income /2 Operating profit / /2 Source: SPWPF information as at 30 September 2016 Remarks: /1 The Hotel project phase 2 construction has been completed in 2015 with Soft Opening held in January /2 Since there will be a construction of X24 residential villa near X29 residential villa between April to July 2016, SPM as X29 residential villa manager, opted to not lease out X29 residential villa during such period to ensure that this would not affect the guests staying in the initial assets. However, the Company expects that X29 residential villa shall be opened for normal business before SRIPANWA investment in December /3 Other income consists of initial profit sharing from the Initial assets. 8

9 /4 Operating profit is before interest, tax, depreciation and amortization Asset Value and Appraisal Value Summary of the Appraisal Report To invest in the Additional Asset No.1, the Company has 2 appraisers evaluate the immovable property by income approach as follows: Asset Additional Assets No. 1 Appraisal Value under Income Approach (Baht Million) Appraisal Value under Income Approach under the Trust Structure (Baht Million) 1, , , ,241.0 Appraiser Knight Frank Chartered (Thailand) Co., Ltd. /1 Nexus Property Consultants Company Limited Date of Appraisal under Income Approach Date of Appraisal under Income Approach under Trust Structure 3 May January September January 2017 SRIPANWA Investment Value Not Over /1 (Baht Million) Remarks: 1,362.9 Minimum Appraisal Value under Income (Baht Million) SRIPANWA Investment Value Higher Than Minimum Appraisal Value under Income Approach (Baht Million) Minimum Appraisal Value under Income under Trust Structure (Baht Million) SRIPANWA Investment Value Higher Than Minimum Appraisal Value under Income Approach (Baht Million 1, /2 1, /3 /1 Expected completion date of investment /2 Including expense for establishment and procurement of benefits from assets that SRIPANWA shall invest and related fees. /3 Equal to investment amount higher than minimum appraisal value under income approach not over 18.6%. /4 Equal to investment amount higher than minimum appraisal value under income approach under trust structure not over 10.0%. The appraisal value under income approach as per SRIPANWA s structure has taken into consideration, the benefit procurement structure of SRIPANWA by way of lease-back as disclosed in the prospectus, part 2, Clause Procurement of Benefits from the Additional Asset No. 1 to be invested by SRIPANWA. From the examination of the Appraiser s principle hypothesis used for appraising the value of the assets to be invested by SRIPANWA, the Company has not found anything that would lead to believe that such principal hypothesis is unreasonable when compared with the past performance of the assets to be invested by SRIPANWA and the trends of hotel business in Phuket. However, the actual performance may be different from such hypothesis or other events may not be as forecasted. 9

10 14.5 Procurement of Benefits from the Assets to be invested by SRIPANWA (including the Initial assets and the Additional Assets No. 1) Structures of procurement of benefits from the Initial Assets and Additional Assets No. 1 to be invested by SRIPANWA After conversion of SPWPF into SRIPANWA, all agreements entered into by SPWPF with other persons who are still in effect at that time shall be transferred from SPWPF to SRIPANWA s of the rentals that the lessee must pay to SRIPANWA (including the Initial assets and the Additional Assets No. 1) The details of the fixed rentals for the lease agreements of the Initial assets and Additional Assets No. 1 in each year from 1 August 2016 (the period for each year commences from 1 August and ends on 31 July) as follows. Annual fixed rentals in year 1 12 of the first lease period in case of renewal of lease agreements (from 1 August to 31 July of the following year) Ended in July Year 1 (1 August 2016 to 31 July 2017) Year 2 (1 August 2017 to 31 July 2018) Year 3 (1 August 2018 to 31 July 2019) Year 4 (1 August 2019 to 31 July 2020) Year 5 (1 August 2020 to 31 July 2021) Year 6 Year 12 (1 August 2021 to 31 July 2022) Annual Fixed Rentals (Baht) Additional Assets Initial assets No ,000,000 65,100,000 /2 (from 1 December 2016 and ended 31 July 2017) Total /3 216,100, ,000,000 93,000, ,000, ,100,000 93,000, ,100, ,100,000 93,000, ,100, ,100,000 93,000, ,100,000 Annual fixed rentals increase 10% every 3 years. Remarks: /1 The lease agreement of the Additional Assets No. 1 between SRIPANWA and SPM is expected to be effective on 1 December /2 Please consider the additional details of fixed rentals in year 1 with monthly payment (1 Dec July 2017) in part 2, Clause s of the rentals paid by the lessee to SRIPANWA for the Additional Assets No. 1. /3 The rentals payment by the lessee is separated in accordance with each lease agreement, i.e., separation of payment for the initial assets and the Additional Assets No

11 Ratio of monthly fixed rentals payment. Month Fixed monthly rentals (percentage of annual fixed rentals) August 6.0 September 4.0 October 11.0 November 9.0 December 19.0 January 11.0 February 11.0 March 6.0 April 10.0 May 3.0 June 6.0 July 4.0 Total In addition, the variable rentals for the lease agreements of the Initial assets and Additional Assets No. 1 shall concurrently commence on 1 August Fixed rentals in case of renewal of lease agreements (including Initial assets and Additional Assets No. 1) Annual fixed rentals Annual fixed rentals (Baht) Ended in July Initial assets Additional Assets No. 1 Total /1 Year 1 (1 August 2571 to 31 July 2572) 221,079, ,783, ,862,100 Year 2 (1 August 2572 to 31 July 2573) 221,079, ,783, ,862,100 Year 3 (1 August 2573 to 31 July 2574) 243,187, ,161, ,348,310 Year 4 (1 August 2574 to 31 July 2575) 243,187, ,161, ,348,310 Year 5 (1 August 2575 to 31 July 2576) 243,187, ,161, ,348,310 Year 6 Year 15 (1 August 2576 to 31 July 2586) Annual fixed rentals increase 10% every 3 years. Remarks: /1 Rentals payment by the lessee shall be made under each lease agreement, i.e., separate payment for Initial assets and Additional Assets No

12 Ratio of monthly fixed rentals Month Monthly fixed rentals (percentage of annual fixed rentals) August 6.0 September 4.0 October 11.0 November 9.0 December 19.0 January 11.0 February 11.0 March 6.0 April 10.0 May 3.0 June 6.0 July 4.0 Total In case where the lease agreement is not effective from the 1 st day of the month and/or does not end on the last day of the month, the monthly fixed rentals shall be calculated in proportion to the number of effective days in that month compared to the total number of days in that month. SRIPANWA and SPM may mutually agree to adjust the monthly fixed rentals ratio in accordance with income procurement capability ratio of the Initial assets and Additional Assets No. 1 in each month. Variable rentals of the Initial assets SPM agrees to pay annual variable rentals commencing from year 11 (from 1 August 2023) until completion of lease agreement period (year 15 (31 July 2028). The payment shall be made within 45 days from the end of 1 year lease period of each rental year based on the follow calculation: Variable rentals of each year = 30% x (a-b-c) Whereas a = Total income generated from the operation of the Additional Asset No.1 (income from rental fee of villa and rooms, service fees, and income from other services without interest revenue), sharing of net gross profit from in food and beverages, spa service, shuttle service, meeting rooms and other services which guests of the Additional Asset No.1 uses services at the Initial Assets and/or assets in further investment (Referral Fee), and the amount of compensation received from the insurance company in case of business interruption, calculated from the date on which the lessee must pay the variable rent until the end of the annual lease term according to the lessee s financial statement. b = expenses (other than the fixed rentals that must be paid to SPWPF as prescribed in the agreements (based on Accrual Basis) incurred in the 12

13 operation of the Initial assets and residential villa management service and lease-back service of the villas to be leased out as a hotel commencing from the date on which the lessee must pay the variable rentals in each year until the end of 1-year lease term, excluding interest expenses as shown in the lessee s financial statements as follows: (1) total cost for the operation of the Initial assets and management of residential villas and lease back of villas to be leased out as a hotel (e.g. security expenses, cleaning expenses and costs from other operation). (2) total costs for sale and management from the Initial assets business operation and management of residential villas and lease back of villas to be leased out as a hotel (e.g. expenses for sale and marketing and fees paid to the asset manager (if any)). (3) total assets for other business operation of and management of residential villas and lease back of villas for lease-out as a hotel (e.g., household tax, other taxes related to land and buildings, insurance premium, fees for audit and internal control, by which the expenses for image improvement shall include only those for the Initial assets while the maintenance expenses shall include only those for the Initial assets and residential villas that are leased back for lease-out as a hotel). c = fixed rentals as prescribed in the agreements (based on Accrual Basis) from the date on what the lessee must pay variable rentals in each year until the end of 1-year lease term. If the lease agreement in each year does not commence from 1 January, the calculation of variable rentals in each year per above formula shall be based on the lessee s financial statements. If the variable rentals calculated from such financial statements differ from the lessee s financial statements in the relevant fiscal year examined/audited by the auditor approved by the office of the SEC and the lessee has already paid such rentals to SPWPF, SPWPF and the lessee shall agree to set off/pay the difference between the rentals and fixed rentals of SPWPF in the subsequent payment. If the lease agreement is not renewed or is terminated before the end of lease term, variable rentals of the last year of the lease agreement or year in which termination takes place shall be paid together with the last installment of the fixed rentals. If the auditor s examination /audits of the lessee s financial statements in that fiscal year differs from the lessee s financial statements used for calculation of variable rentals and the lessee has already paid such rentals to SPWPF, SPWPF and the lessee agree to set off/pay the difference of the rentals to each other within 30 days from the date on which the auditor delivers the financial statements to the lessee. SPWPF s arrangement for additional variable rentals at the rate of 30% of the profit from SPM s operation after 1 August July 2028 (year 11 15) (in addition to fixed rentals received by SPWPF from the lessee in year 1-5 (from 1 August July 2018) amounting to Baht 151 million / year and increased by 10% every 3 years from year 6 (from 1 August 2018) onwards) shall increase the 13

14 SPWPF s opportunities to receive higher rentals, especially in the case where there is high expansion rate of tourism business in Phuket and Initial assets has obtained popularity and good feedback from the tourists in future. The said variable rentals are suitable rates and the lessee still have profits from business operation at a certain level resulting in the lessee having more motivation to operate the business of the Initial assets for the best performance which in turn will have a good effect for SPWPF business operation. Variable rentals of the Additional Assets No. 1 SPM agrees to pay variable rentals yearly from year 8 (from 1 August 2023) until completion of lease agreement in year 12 (31 July 2028) within 45 days from the end of 1-year lease term in each year based on the following calculation: Variable rentals of each year = 30% x (a-b-c) Whereas: a = total income generated from the operation of the Additional Asset No.1 (income from rental fee of villa and rooms, service fees, and income from other services without interest revenue), sharing of net gross profit from in food and beverages, spa service, shuttle service, meeting rooms and other services which guests of the Additional Asset No.1 uses services at the Initial Assets and/or assets in further investment (Referral Fee), and the amount of compensation received from the insurance company in case of business interruption, calculated from the date on which the lessee must pay the variable rent until the end of the annual lease term according to the lessee s financial statement. b = expenses (other than the fixed rentals that must be paid to SPWPF as prescribed in the agreements (based on Accrual Basis) incurred in the operation of the Initial assets and residential villa management service and lease-back service of the villas to be leased out as a hotel commencing from the date on which the lessee must pay the variable rentals in each year until the end of 1-year lease term, excluding interest expenses as shown in the lessee s financial statements as follows: (1) total cost for the operation of the Initial assets and management of residential villas and lease back of villas to be leased out as a hotel (e.g. security expenses, cleaning expenses and costs from other operation). (2) total costs for sale and management from the Initial assets business operation and management of residential villas and lease back of villas to be leased out as a hotel (e.g. expenses for sale and marketing and fees paid to the asset manager (if any)). (3) total assets for other business operation of and management of residential villas and lease back of villas for lease-out as a hotel (e.g., household tax, other taxes related to land and buildings, insurance premium, fees for audit and internal control, by which the expenses for 14

15 image improvement shall include only those for the Initial assets while the maintenance expenses shall include only those for the Initial assets and residential villas that are leased back for lease-out as a hotel). c = fixed rentals as prescribed in the agreements (based on Accrual Basis) from the date on what the lessee must pay variable rentals in each year until the end of 1-year lease term. If the lease agreement in each year does not start from 1 January, the calculation of variable rentals in each year as per the above formula shall be based on the lessee s financial statements. If the variable rentals calculated from such financial statements differ from the lessee s financial statements in the relevant fiscal year examined/audited by the auditor approved by the office of the SEC and the lessee has already paid such rentals to SRIPANWA, SRIPANWA and the lessee shall agree to set off/pay the difference between the rentals and fixed rentals of SRIPANWA in the subsequent payment. If the lease agreement is not renewed or is terminated before the end of lease term, variable rentals of the last year of the lease agreement or year in which termination takes place shall be paid together with the last installment of the fixed rentals. If the auditor s examination /audits of the lessee s financial statements in that fiscal year differs from the lessee s financial statements used for calculation of variable rentals and the lessee has already paid such rentals to SRIPANWA, SRIPANWA and the lessee agree to set off/pay the difference of the rentals to each other within 30 days from the date on which the auditor delivers the financial statements to the lessee. SRIPANWA s arrangement for additional variable rentals at the rate of 30% of the profit from SPM s operation after 1 August July 2028 (year 8 12) shall increase the SPWPF s opportunities to receive higher rentals apart from the increase in the fixed rentals which shall be adjusted every 3 years from year 6 onwards (from 1 August 2021 onwards), especially in the case where there is high expansion rate of tourism business in Phuket and Additional Assets No. 1 has obtained popularity and good feedback from the tourists in future. The said variable rentals are suitable rates and the lessee still have profits from business operation at a certain level resulting in the lessee having more motivation to operate the business of SRIPANWA s assets for the best performance which in turn will have a good effect for SRIPANWA s business operation. Remark: The lease agreement for the Additional Assets No. 1 between SRIPANWA and SPM is expected to be effective on 1 December Variable rentals in case of renewal of lease agreement Variable rentals in case of renewal of lease agreement shall be calculated based on the existing formula which shall be effective throughout the renewal term and shall be paid from the first year that the lease agreement is being renewed. 15

16 Net profit sharing from food and beverages, spa services, shuttle bus, conference rooms, and other services and sharing of common expenses. When the Additional Assets No. 1 (the hotel project phase 2 and X29 residential villa) which is located in the same area as the Initial assets (the hotel project phase 1) are opened for service, the owner and possessor of the Initial assets and Additional Assets No. 1 are different juristic entities in that SPWPF has the ownership and right to possess in the Additional Assets No. 1 and CIR has the ownership and right to possess in the Additional Assets No. 1, whereby CIR has invested in developing the Additional Assets No. 1 by using its owner investment funds, by way of e.g. land, capital and human resources resulting in a material increase in the number of customers in Sri panwa project. The increase in the number of customers tend to increase their spending on various services within Sri panwa project which will be useful for the Initial assets invested by CIR as stated above. SPM, as the lessee of the Initial assets from SPWPF, has entered into a memorandum of understanding with CIR who is the current owner of the Additional Assets No. 1 for the purpose of sharing the initial net profit (Referral Fee) and expenses (Cost Allocation) from the customers of the Initial assets using the services of the Initial assets and from the customers of the Additional Assets No. 1 using the services of the Initial assets. Such agreement shall create the fairness in initial profit sharing and cost allocation of both assets. The Referral Fee and Cost Allocation shall reduce the conflict of interest, in that it will prevent both juristic entities from seeking benefits from the customers of the other project and reduce unnecessary price competition, as well as, create a common maximum benefit resulting in the economy of scales. These will result in the Initial assets and Additional Assets No. 1 having an opportunity to increase their profits which should occur whether or not the conversion and additional investment will take place. To control income and profit from services of each project, e.g., income from restaurants, SPM uses computerized system to collect clear information, whether payment is made by credit (recorded in the customer s room account) or by cash. If payment is made by cash, the customer will be asked which project they are staying. Renewal of the Lease Agreement and Rentals in case of renewal of lease agreement After the end of the lease term under the lease agreement, SPWPF and SPM each has an option to renew the lease term. In case of the Initial assets, the notice must be made to the other party at least 12 months in advance before the end of the lease term. The renewal shall be made for another 15 years each. Each party has the right to call the other party to renew the agreement. In case of the Additional Assets No. 1, the notice must be made to the other party at least 12 months in advance before the end of the initial lease term. The renewal shall be made 5 times for 3 years each. Each party has the right to call the other party to renew the agreement. 16

17 Guarantee of fixed rentals from the Guarantor of fixed rentals of the Initial assets (a) Information of the Guarantor of fixed rentals Name : Charn Issara Residence Co., Ltd. ( CIR ) Address : No. 2922/199 Charn Issara Tower II, 10 th Floor New Petchburi Road, Bangkapi Sub-district Huay Kwang District, Bangkok Tel Fax : CIR has been established as a limited company in Thailand on 27 August 2002 with Charn Issara Development Plc. ( CID ), a listed company established in Thailand, as the major shareholder. CIR s main business is to develop immovable property and hotel. At present, CIR has the registered and paid-up capital of Baht 140 million. Guarantor of the Shortfall Name : Charn Issara Development Plc. ( CID) Address : No. 2922/199 Charn Issara Tower II, 10 th Floor New Petchburi Road, Bangkapi Sub-district Huay Kwang District, Bangkok Tel : Fax : CID has been established on 22 December 1989 with an initial registered capital of Baht 20 million. In June 2002, CID has converted from a limited company into a public limited company and listed on the Stock Exchange of Thailand on 16 December At present, CID has the registered and paid-up capital of Baht million with Mr. Songkran Issara s group as the major shareholders (approximately 50% of the total sold shares). CID is one of the leaders in the real estate development and investment in Thailand. From , CID has continuously expanded its business by investing and developing the immovable property project within Bangkok and important tourism areas in Thailand with total project value over Baht 20,000 million. At present, CID operates real estate development business for sale, hotel project, office building project and shopping center project totaling 12 projects. In 2012, CID was awarded the top Thai real estate developer from Thailand Property Awards. (B) Summary of the essence of fixed rentals income guarantee To ensure SPWPF s confidence during the first 5 years from the date on which SPM leases the assets that SPWPF initially invests, CIR agrees to guarantee the fixed rentals income as prescribed in the Undertaking Agreement entered between SPWPF and CIR. SRIPANWA shall have the right under the Undertaking Agreement entered between SPWPF and CIR (after SPWPF, SRIPANWA and CIR enters into an Assignment of rights and obligation Agreement under the 17

18 Undertaking Agreement). However, CIR shall guarantee the fixed rental of the Initial assets only. In addition, CIR agrees to pay fixed rentals as guaranteed by CIR only for the shortfall under the lease agreement in the event that CIR cannot pay the fixed rentals as guaranteed in each year in full pursuant to the lease agreement under the Shortfall Agreement entered into between SPWPF and CID. The guarantee of fixed rentals income can be divided into 2 periods, i.e., guarantee for the first period and guarantee for the second period as follows: (1) Guarantee for the first period: CIR agrees to be jointly liable with the lessee as the principal debtor and joint debtor for payment of fixed rentals as prescribed in the lease agreement for 5 years from the date on which SPWPF has initially invested in the Initial assets (from 1 August 2013 to 31 July 2018) ( First Guaranteed Period ), by which the value of the guaranteed fixed rentals income in the first period shall be as follows: 1. From the date on which SPM first leases the Initial assets (1 August 2013) to 31 December 2013 in the amount of Baht million. 2. Year 2014 Equal to Baht million 3. Year 2015 Equal to Baht million 4. Year 2016 Equal to Baht million 5. Year 2017 Equal to Baht million 6. From 1 January 2018 till the end of 5-year anniversary commencing from the effective date of the lease agreement of the Initial assets (31 July 2018) amounting to Baht million. (2) Guarantee for the second period: CIR agrees to be jointly liable with the lessee as a principal debtor and joint debtor for payment of fixed rentals as prescribed in the lease agreement to SPWPF after the First Guaranteed Period. In case where SPM s actual performance in year 5 (after 1 August 2017 to 31 July 2018) arising only from the assets that SPWPF invested less than the guaranteed amount in year 5 (the Second Guaranteed Period ). The amount of rentals that CIR agrees to be jointly liable with the lessee as a principal debtor and joint debtor in the Second Guaranteed Period shall be considered year by year equaling to the difference from the SPM s actual performance in year 5 or in the subsequent year (as the case may be) ( Consideration Year ) only arisen from the assets invested by SPWPF and the fixed rentals that SPM must pay under the lease agreement in each year following the Consideration Year ( Rental Difference ). However, if any time during the Second Guaranteed Period, SPM s actual performance in any Consideration Year only arisen from the assets invested by SPWPF is equal to or over the fixed rentals that SPM must pay under the lease agreement in the Consideration Year, the parties agree that CIR s duties and agreement for the Second Guaranteed Period shall be terminated, 18

19 although, in any following year, SPM s actual performance in any Consideration Year only arisen from the assets invested by SPWPF may be less than the fixed rentals that must be paid under the lease agreement of such Consideration Year. The formula for Rental Difference calculation shall be as follows: The Rental Difference in year T = Fixed rentals payable in year T-SPM s actual performance only arisen from assets invested by SPWPF in year T-1 (The First Guaranteed period and the Second Guaranteed Period collectively referred to as the Guarantee ) Whereas CIR agrees to do as follows: (1) During the First Guaranteed Period, CIR and/or person and/or other juristic person approved SPWPF agree to provide security to SPWPF with the value at any one time equal to Baht 80,000, and (2) During the Second Guaranteed Period, CIR and/or person and/or other juristic person approved SPWPF agree to provide security to SPWPF with the value at any one time equal to the rentals difference, by which - In case where the security is a bank guarantee, SPWPF is not required to return such security renewed for the First Guaranteed Period for year 5. Such security in deemed a continued guarantee for the Second Guaranteed Period implicitly until CIR and/or person and/or other juristic person approved by SPWPF shall arrange the delivery of security acceptable by SPWPF equal to rentals difference to SPWPF. - In case where the security is cash delivered to, and/or pledge of government bond with, SPWPF, SPWPF shall return such cash and/or government bond only that exceeds rentals difference to CIR and/or person and/or other juristic person approved by SPWPF within 15 days from the date the auditor delivers the annual financial statements of the year that used for consideration of security value for the Second Guaranteed Period to SPWPF. To guarantee above-mentioned operation, CIR and/or person and/or other juristic person approved by SPWPF to provide security to SPWPF in any one form or combination thereof as follows: (1) Cash delivered to SPWPF, SPWPF shall deposit in SPWPF s deposit account under the conditions prescribed by SPWPF and/or (2) Commercial bank s bank guarantee ( Bank Guarantee ) issued by a famous commercial in Thailand or Thai and foreign financial institution acceptable by SPWPF throughout the guarantee period. 19

20 Such Bank Guarantee shall be reissued or renewed and has the provisions and conditions acceptable by SPWPF and/or (3) Pledge of government bond in the form, provisions and conditions acceptable by SPWPF. In case where rentals payment is not in accordance with the lease agreement, SPWPF shall have the right to enforce the security above to repay the fixed rentals shortfall that SPM must pay to SPWPF to enable SPWPF to have the income as prescribed in the lease agreement. If the enforcement of security arisen from the abovementioned cause or other cause resulting in the decrease of security value or termination of security, CIR agrees to arrange additional security to be delivered to, and/or pledged with, SPWPF or to procure new security in order to increase the security value equal to that as prescribed for the First Guaranteed Period and the Second Guaranteed Period (as the case may be) within 30 days from the date on which SPWPF notifies CIR in writing of the decrease in value or termination of the security. In this case, SPWPF agrees to pay the interest or any benefit arisen from cash deposited in SPWPF s bank account and government bond placed as security throughout the term of pledge. Except in the case where the defaults as prescribed in the lease agreement takes place, any interest or benefit arisen from the deposited monies and government bond shall be an integral part of the security. In case where the Bank Guarantee has a limited term, CIR agrees to procure or arrange the renewal and delivery of a new or renewed Bank Guarantee in equal amount for the First Guaranteed Period and the amount equal to the rentals difference in the Second Guaranteed Period with the provisions and conditions acceptable by SPWPF to replace or renew the old Bank Guarantee or the Bank Guarantee which is not renewed (if any) at least 1 month in advance before the expiration of the old Bank Guarantee or the Bank Guarantee which is not renewed (if any) SPWPF shall return the expired Bank Guarantee to CIR upon the expiration of old Bank Guarantee and the renewed Bank Guarantee (if any). In addition, CIR agrees to procure additional security to SPWPF for rental payment to SPWPF in each year with effect throughout the lease agreement, that is, on the date SPWPF initially invested, CIR shall assign the income from villa management and/or lease back of all villas to sublease to SPM, and shall to enter into a new Rental Management Agreement for sample of villa (X29) owned by CIR and SPM in order for SPM to have the right to receive income and use the profits from such management to repay the rental difference to SPWPF before using in other businesses. However, after conversion of SPWPF into SRIPANWA and SRIPANWA has invested in additional assets, SRIPANWA shall own X29 villa and, thus, income and profits 20

21 14.6 Targeted Customers from such operation shall include in the rentals that SPM must deliver to SRIPANWA. In the case where the villa owners or other long-term lessees are interested in having CIR to manage their villas in the future, CIR shall have such villa owners or long-term lessees enter into the new rental management agreement or the new pool villa rent back agreement directly with SPM. At the end of any fiscal year (under the income guarantee period), if the fixed rentals as paid by SPM in each fiscal year of SPWPF are lower than the fixed rentals as guaranteed by CIR with SPWPF, CIR agrees to be liable for the difference between the fixed rentals under the lease agreement and the fixed rentals actually paid by SPM to SPWPF by payment of the fixed rentals difference within the business day following the receipt of SPWPF s written notice. In addition to fixed rentals income guaranteed by CIR aforesaid, CID agree to guarantee the shortfall payment under the lease agreement to SPWPF if CIR fails to pay rentals as guaranteed in full. In the case where SPM cannot pay fixed rentals to SPWPF for any reason, CIR shall provide financial support to the lessee in order to repay such rentals. The Company has the policy to procure the benefits by leasing the Initial assets and the Additional Assets No. 1 to the lessee, i.e., SPM to manage the assets. The benefits or rentals to be received by SRIPANWA consist of fixed rentals and variable rentals as stated in 14.4 Procurement of Benefits from the Assets to be Invested by SRIPANWA (including the Initial assets and the Additional Assets No. 1 ). The targeted customers of the Initial assets are high-end customers or high purchasing power persons who want to stay in spacious pool villa for greater privacy. The main targeted customers are the high-end customers who have less purchasing power than the customers of the Additional Assets No. 1 by concentrating on big customer groups, e.g. tourist groups, wedding banquets, seminars, product launches Distribution Channels SRIPANWA shall lease out the Initial assets and the Additional Assets No. 1 to SPM, as the sole lessee Procurement of Products 21

22 SRIPANWA may make additional investment in other immovable property, in addition to the Initial assets. The future investment of SRIPANWA shall be as follows: Investment Policy and Types of Main Assets to be invested by SRIPANWA SRIPANWA has a policy to invest in main assets that are immovable property or lease rights of immovable property (including sub-lease right to of immovable property) and assets that are the fixtures or accessories of such immovable property, including constructions and other, assets that are the fixtures of the land and buildings, instruments, accessories, working systems in the building and other asset released, connected and necessary for exploration of such immovable property. The types of immovable property that SRIPANWA shall invest are hotel buildings, serviced apartments and/or long-term leased pool villas, i.e., immovable property used for shops, restaurants, spas and other assets that may promote SRIPANWA s investment. The criteria for the investment shall be as follows: Direct Investment Indirect Investment (1) SRIPANWA s indirect investment is made through holding of shares in a company that is established with the same business objective as that of SRIPANWA of not less than ninety-nine per cent of the total sold shares and not less than ninety-nine per cent of the total voting rights of such company. (2) SRIPANWA may lend the monies to the Company in (1) through holding of debt instruments or entering into a loan agreement. It is deemed that such lending is an indirect investment in the main assets. (3) The indirect investment in the main assets must be in accordance with the criteria stated in the Prospectus Part 2, Clause Indirect Investment. In addition, the REIT manager may consider to invest in the assets other than the main assets in accordance with the criteria and ratios in the SEC notifications or other related notifications Acquisition and Disposition of Main Assets and Accessories SRIPANWA Investment Policy for the Assets other than Investment in the Main Assets Investment in the Shares of the Juristic Person which is main Lessee of SRIPANWA 22

23 SRIPANWA s Future Investment. SRIPANWA s unitholders shall have an opportunity for future additional investment in SRIPANWA both in the assets of CIR and/or connected person of CIR, whereby SRIPANWA shall have the right under the Undertaking Agreement between SPWPF and CIR (after SPWPF, SRIPANWA and CIR has entered into the Assignment of rights and obligations under the Undertaking Agreement) and in other assets as follows: 1. Option to buy or lease the project phase 3 within 3 years from the operation commencement date of the project phase Right of First Refusal in the assets used for operation of hotel and/or serviced apartment business of CIR and/or its connected person located in Thailand (in addition to the assets in 1 above) with expiry date on 31 July Opportunities to invest in other immovable property under SRIPANWA s investment policy as the REIT manager deems appropriate and/or proposes to the unitholders for consideration in the future (the REIT manager s or the unitholders consideration depends upon investment size of the additional investment in the main asset under the relevant notifications and laws). The opportunities to invest in additional immovable property shall be made for the purpose of increasing services rendered by SRIPANWA and for diversification of investment risks in order that SRIPANWA to have better returns in the long run and increase its net asset value Competition Supply of the hotels in Phuket Supply of hotel rooms in Phuket F Number of hotel rooms The number of hotel rooms in Phuket from decreases continually from 57,679 rooms to 46,007 rooms due to the shutdown of hotels and renovation of some hotels. From 2014, the number of hotel rooms in Phuket has increased to 48,241 rooms and tended to increase continually. 23

24 The number of hotel rooms in Phuket tends to increase due to additional local and foreign investment. Number of 5-star hotel rooms in Phuket Number of hotel rooms Source: Knight Frank Chartered (Thailand) Co., Ltd. The number of 5 star hotel rooms supply in Phuket in 2011 was 6,582 rooms and continually increased to 9,240 in From the graphics, the number of rooms slightly increased due to political uncertainties in Thailand. But, in 2015, the number of hotel rooms increased and tended to increase continually due to relaxation of political situations. However, at present, most of hotel development projects are in north of Phuket, i.e., Mai Khao, Nai Thon, and Nai Yang. Number of supply (hotel rooms) to be occurred in The number of new supply of hotel rooms in Phuket increase continually. The new supply is 5,874 rooms, divided into each year as follows: in 2016=1,652 rooms, in 2017=1,344 rooms, in 2018=2,009 rooms, in 2019=869 rooms and the others of which the opening year is unknown=617 rooms. Most of the new supplies are 4 or 5-star hotels located throughout Phuket, with the principal location at Patong beach which is famous and known to the foreigners, However, the future hotel development direction starts to move to north of 24

25 Phuket, i.e., Mai Khao, Nai Thon and Nai Yang due to the available space while it is quite fully occupied in Patong. No. List of hotels expected to be new supply form 2016 Name Number of Rooms Year of Opening 1 Novotel Phuket Phokeethra Habita SRIPANWA Hyatt Place Phuket Phuket Marriott Resort and Spa Nai Yang Beach Lub d Phuket Patong The Beachfront Phuket and Best Western Plus Rawai X2 vibe Phuket Patong Mai Khao Palm Beach Resort JW Marriott Phuket Resort & Spa Chalong Bay Courtyard by Marriott Phuket Chalong Bay Premier Inn Phuket Nanai in Patong The SIS Resort,Phuket Rosewood Phuket Centra Bangtao Resort Phuket X2 vibe Phuket Karon Foto Moken Hotel X2 Kamala Residenvces Hotel Indigo Phuket Patong Park Hyatt Phuket Kempinski Phuket W Retreat Phuket Sheraton Phuket Kalim Beach Resort Hilton Phuket Patong Resort Ramada ChaoFa Phuket Centara Grand Moringa Resort and Spa Phuket Premier Inn Phuket Nanai Twinpalms Residences MontAzure Four Points by Sheraton Phuket Sheraton Grand Bay Resort Pillars Resort Phuket Best Western Premier Himalai Resort in Kamala InterContinental Phuket Resort 88 N/A 33 ibis Styles Phuket Phokeethra 313 N/A 34 Best Western The Beachfront 216 N/A 25

26 Demand of hotels in Phuket Average room 5-star rate in Phuket from Average room 5-star rate (%) Source: Tourism Authority of Thailand Average room stays rate in Phuket in 2011 was 56.47% and continually increased to 71.58% in But in 2014, average rooms stays rate decreased slightly to 70.39% due to increase of supply, political problem in Thailand, martial law announcement which resulted in the tourists less safety confidence. After relaxation of political problems in 2015, average room stays rate increased to 73.38%. In 2016, average room stays rate tended to increase due to tourist expansion and government s tourism support. Knight Frank Chartered (Thailand) Co., Ltd. expected average room stays rate would be 75.38%. Average 5-star hotel stay ratio in Phuket from F Average hotel stay ratio (%) Source: Knight Frank Chartered (Thailand) Co., Ltd. The average 5-star hotel stay ratio in Phuket in 2011 was 60% and continually increased to 70.57% in 2013 and slightly decreased to 69% in 2014 due to 26

27 political problems in Thailand, and martial laws announcement which resulted in the decrease of the tourists safety confidence. After the political problems were relaxed to better conditions in 2015, the average hotel stays adjusted to better position at 71% in 2016; Knight Frank Chartered (Thailand) Co., Ltd. expected that the average hotel stay ratio in Phuket will increase to 75% due to tourists expansion and government s support by more concentrating on the newly married group honey-moon group. Average Phuket hotel rentals ratio from F Average Phuket hotel rentals ratio Source: Knight Frank Chartered (Thailand) Co., Ltd. From the information study, the average Phuket hotel rentals were Baht 3,900 per night from 2011 and continually decreased to Baht 2,754 per night in 2015 due to many factors affecting Phuket tourism, i.e., political problems in Thailand, money value problem in Russia and others, which resulted in decrease of tourists in Phuket. To maintain the room stays rate, most hotels decreased or maintained the rentals from the previous year. However, in 2016, the average rentals tended to be in better direction due to tourist market expansion, relaxation on political problems together with governmental support on tourism. Knight Frank Chartered (Thailand) Co., Ltd. expected that average rentals would be Baht 3,000 per night. Average 5-star Phuket hotel rentals ratio from F Average 5-star Phuket hotel rentals ratio Source: Knight Frank Chartered (Thailand) Co., Ltd. 27