Map for Meeting Venue in Enclosure 7 on Wednesday, July 14, 2021, from 8.00 A.M
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Invitation to the Extraordinary General Meeting of Unitholders of Samui Airport Property Fund (Leasehold) (SPF) No.1/2021 Wednesday 14, July 2021 at 10.00 am Measures and Guidelines for Preventing the Spread of the 2019 Corona Virus (covid-19) Due to the spread of the 2019 Corona virus (COVID-19), The Office of the Securities and Exchange Commission and the Stock Exchange of Thailand including the relevant authorities encourage the unitholders to consider and appoint the person proposed by the Fund as their proxy to attend the meeting on their behalf (Proxy Forms and Profiles of the Proxy of Unitholders Proposed by the Fund are as appeared in Enclosures 6 and 5 respectively) Kiatnakin Phatra Asset Management Company Limited (“Management Company”) as the Management Company of Samui Airport Property Fund (Leasehold) (SPF) (“Fund”) is concerned about the health and safety of all unitholders and has prepared a Measures and Guidelines for Preventing the Spread of covid-19 The Management Company requests the unitholders’ cooperation in strict compliance with such measures and guidelines No food and drinks are allowed in the meeting room Unitholders/ proxies must wear masks at all times during the meeting Measures and Guidelines for Preventing the Spread of Covid-19 For attending the Extraordinary General Meeting of Unitholders No. 1/2021 Samui Airport Property Fund (Leasehold) (SPF) Due to the spread of the 2019 Corona virus (“COVID-19”) Kiatnakin Phatra Asset Management Company Limited (“Management Company”) as the management company of Samui Airport Property Fund (Leasehold) (SPF) (“Fund”) is concerned about the health and safety of all unitholders and the responsibility to the general public. Therefore, the Management Company has prepared Measures and Guidelines for attending the Extraordinary General Meeting of Unitholders No. 1/2021 as follows: 1. Due to the spread of the COVID-19, the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand including the relevant authorities encourage the unitholders to consider and appoint the person proposed by the Fund as their proxy to attend the meeting on their behalf to reduce the risk of COVID-19 spreading from a large gathering. The Management Company has sent the Proxy Forms (Enclosure 6) and Profiles of the Proxy of Unitholders Proposed by the Fund (Enclosure 5) in which the unitholders may direct the vote, along with this invitation letter. If the unitholders have questions, unitholders may send the questions until July 13, 2021, through the following channels: Email address: [email protected] Mail post: Kiatnakin Phatra Asset Management Company Limited 19/F Muang Thai-Phatra Complex Building Tower A 252/25 Ratchadapisek Road Huaykwang Bangkok 10310 The Management Company will collect the questions and propose the relevant questions to be clarified at the meeting as it deems appropriate 2. The screening and registration for unitholders/ proxies who wish to attend the meeting in person 1) All unitholders/ proxies must fill out the COVID-19 health screening form honestly before entering the meeting area. 2) Unitholders/ proxies must go through a temperature check point. The Management Company reserve the right not to allow any unitholders/ proxies with a body temperature of 37.5 degrees Celsius and over, or showing symptoms of fever, cough, sore throat, runny nose, shortness of breath or unitholders/ proxies whose health screening form suggests contamination of COVID-19 to enter the meeting room. However, such unitholders/ proxies may appoint a proxy or the person proposed by the Fund as their proxy to attend the meeting on their behalf by specifying their vote in each agenda in the Proxy Form and may attend the meeting via electronic means. 3) The Management Company will prepare a document screening area and registration area with appropriate distance apart and will limit the number of attendees in each area at any particular time to reduce the crowdedness whereby each waiting area will be at least 1.5 meters apart. Unitholders/ proxies must wear masks at all times during the meeting for your and your surrounding people’s safety. 4) All attendees must register upon entering and exiting on the Thai Chana platform by scanning the QR code through your mobile phone. In the case that such method is not convenient, attendees may register at the screening point by specifying name, address and phone number on the documents prepared by the hotel to keep track in the case of any emergency after the meeting. 5) Due to limited seating, the Management Company only allows registered unitholders/ proxies to attend the meeting and no follower shall be allowed in the meeting room. 3. Attendance of the meeting 1) To comply with the government’s disease prevention measure for the prevention of COVID-19 spreading and due to limited seating, the Management Company will arrange for a meeting room with approximately 60 seats for attendees. 2) The Management Company will arrange for the seats to be at least 1.5 meters apart. 3) The Management Company will determine the seating number for each registered attendees where the attendees must sit in the designated seat for the purpose of tracking in the case that any attendees tested positive for COVID-19. 4) The Management Company will not allow the use of microphone for inquiries in the meeting room. If the attendees have a questions, please submit the question on paper to our staff to reduce the risk of COVID-19 spreading. 5) Unitholders/ proxies must wear masks at all times during the meeting. 6) the hotel will prepare alcohol gel to all unitholders/ proxies for sanitization . 7) the hotel will prepare snacks in box sets and will distribute the same after the meeting is adjourned to reduce the risk of COVID-19 spreading. Measures and Guidelines for attending the Extraordinary General Meeting of Unitholders No. 1/2021 above may be changed per additional announcement of the government In case of any change, the Management Company will notify the unitholders on the Management Company’s website (https://am.kkpfg.com/th/home) No. 258/2021 June 25, 2021 Subject Invitation to the Extraordinary General Meeting of Unitholders of Samui Airport Property Fund (Leasehold) (SPF) No.1/2021 To Unitholders of the Samui Airport Property Fund (Leasehold) (SPF) Enclosures 1. Independent Financial Advisor's Opinion Report 2. Summary of the Appraisal Assets Reports. 3. Guidelines for registration, Attending the Meeting and Appointing Proxy 4. Guidelines for attending the Meeting by electronic means (E-EGM) 5. Profiles of the Proxy of Unitholders Proposed by the Fund 6. Proxy Forms 7. Map of the Meeting Venue 8. Details of the Unitholders' Meeting Prior to the EGM (Pre-EGM) As Kiatnakin Phatra Asset Management Company Limited (“Management Company”) as the management company of Samui Airport Property Fund (Leasehold) (SPF) (“Fund”) received the offer on May 27, 2021 from Bangkok Airways Public Company Limited (“BA”), a unitholder of the Fund holding 285,289,700 units, equivalent to 30.03 percent (as of May 28, 2021, which is the latest information of unitholders of the Fund), whereby BA wished to terminate the long-term lease agreement and all agreements relating to the operation of Samui Airport between the Fund and BA (“Samui Airport Agreements”). The termination of the Samui Airport Agreements constitutes a transaction with a connected person of the Fund pursuant to the Notification of the Office of the Securities and Exchange Commission No. SorThor. 14/2558 Re: Rules in Detail on the Prevention and Management of Conflicts of Interest (“SorThor. 14/2558”) since BA is a unitholder holding more than 10 percent of the total issued investment units of the Fund, and a disposal of material properties pursuant to the Notification of Capital Market Supervisory Board No. TorNor. 36/2562 Re: Property Fund Management (“TorNor. 36/2562”) since the rights under the Samui Airport Agreements are equivalent to 98.15 percent of the net asset value of the Fund (based on the Fund’s latest financial statements ended March 31, 2021). 1 In this regard, given that the termination of the Samui Airport Agreements is a connected transaction and a disposal of material properties transaction, this matter is required to be proposed to the unitholders’ meeting for consideration and approval. Furthermore, BA, as the offeror, has also requested the cooperation of the Management Company to convene the unitholders’ meeting to consider the matter. Therefore, the Management Company would like to invite unitholders to convene the Extraordinary General Meeting No. 1/2021 on July 14, 2021, from 10.00 am to 12.00 pm, to consider and approve the relevant matters before entering into the transaction which will be held in a hybrid system in which the unitholders may attend in person (Physical Meeting) at the Emerald Hotel, Ballroom 1, 3rd Floor, No. 99/1 Ratchadaphisek Road, Din Daeng Sub-District, Din Daeng District, Bangkok, and/or attend via electronic means (Online Meeting). The date on which the names of unitholders entitled to attend the meeting is determined (Record Date) is on June 21, 2021. The meeting will consider the matters below. For unitholders who wish to attend the meeting in person (Physical Meeting), the Management Company would like to inform you that we have the Measures and Guidelines for Preventing the Spread of covid-19 for this meeting which is on the inner cover of this invitation. The Management Company would like to ask for the unitholders’ cooperation in understanding and complying with such measures and guidelines to reduce the risk of the covid-19 spreading. Moreover, BA, as the offeror, has offered to have a unitholders’ meeting prior to the EGM (Pre-EGM), via online platform to explain the details of the termination of Samui Airport Agreements transaction to the unitholders where there will be no voting at such meeting, to be held on July 6, 2021, at 14.30-16.30 hrs.