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Information Memorandum on the Acquisition and Disposition of Assets of Company

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Information Memorandum on the Acquisition and Disposition of Assets of Company 11 November 2016 Subject : Information Memorandum relating to the Acquisition and Disposition of Assets Attn: President The Stock Exchange of Thailand Enclosure: Information Memorandum on the Acquisition and Disposition of Assets of Company The Board of Director’s meeting of WHA Corporation Public Company Limited (the “Company”) on 10 November 2016 has passed the following resolutions: (a) The Company to sell its assets at the number of two items to Kasikorn Asset Management Co., Ltd. acting as the Trustee of WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust (“WHART Trust”) at the price of approximately Baht 4,190,000,000 (exclusive of value added tax, fee and expense for ownership transfer) in WHART Trust’s offering of trust units at its second capital increase with the details of asset disposed in Clause 4 of Part 1 of Information Memorandum and conditions of increase and decrease of the price as per details in Clause 5 of Part 1 of Information Memorandum (“Asset Sale to WHART Trust”). (b) Hemaral Land and Development Public Company Limited (“Hemaraj”) and the relevant companies in Hemaraj group (“Hemaraj Group”) to lease out at the number of six items on a long-term lease basis to SCB Asset Management Co., Ltd. acting as the Trustee of Hemaraj Leasehold Real Estate Investment Trust (“Hemaraj Trust”) for a period of 30 years with the right to extend the lease period for another term of 30 years together with sale of relevant movable properties. The lease remuneration is approximately Baht 8,006,560,637.79 and the sale price of the movable properties is approximately Baht 12,039,362.21 (totally approximately Baht 8,018,600,000). The rental for lease extension is Baht 500,000,000 (all exclusive of value added tax, fee and expense for lease registration). The asset owners will be responsible for fee regarding lease registration including corporate income tax and stamp duty in relation to the lease. The details of lease assets appear in Clause 4 of Part I of Information Memorandum (“Asset Lease to Hemaraj Trust”) (c) The Company to subscribe for trust units from WHART Trust in the amount of approximately Baht 465,708,000 (“WHART Trust Unit Subscription”) with the condition of adjustment of subscription amount as per details in Part 2 of Information Memorandum. (d) Hemaraj to subscribe for trust units from Hemaraj Trust in the amount of approximately Baht 854,040,000 (“Hemaraj Trust Unit Subscription”) with the condition of adjustment of subscription amount as per details in Part 2 of Information Memorandum. Upon consolidating with the assets disposed by the group of companies during the past six-month period, the transaction of the Asset Sale to WHART Trust in Clause (a) and Asset Lease to Hemaraj Trust in Clause (b) above is regarded as a disposal of assets pursuant to the Notification of the Capital Market Supervisory Board No. Tor Jor 20/2551 Re: Rules on Entering into Material Transactions 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 and Disposition of Assets B.E. 2547 (the “Notification on Acquisition and Disposal”). The maximum transaction size of disposal is approximately 21.80 percent (The transaction size may be increased or decreased. Please see details in Clause 5 of Part 1 of Information Memorandum) pursuant to the total value of consideration rule calculated from the consolidated financial statement of the Company as 30 September 2016. This transaction does not fall within the related transaction. Upon consolidating with the assets disposed by the group of companies during the past six-month period, the transaction size of the WHART Trust Unit Subscription in Clause (c) and the Hemaraj Trust Unit Subscription above is size of 2.57 pursuant to the value of consideration rule (the transaction size may be increased or decreased) calculated from the consolidated financial statement of the Company as of 30 September 2016. This is not regarded an acquisition transaction under the Notification on Acquisition and Disposal. The Company is not required to prepare an Information Memorandum according to List 1 to be disclosed to the SET and not to distribute the Information Memorandum according to List 2 to the shareholders within 21 days. This transaction does not fall within the related transaction. Therefore, the Company desires to disclose the material information of the transaction of the Asset Sale to WHART Trust in Clause (a), Asset Lease to Hemaraj Trust in Clause (b) pursuant to the Notification on Acquisition and Disposal in Part I of Information Memorandum. The information of WHART Trust Unit Subscription in Clause (c) and Hemaraj Trust Unit Subscription in Clause (d) appear in Part II of Information Memorandum Please be informed accordingly. Your faithfully, (Miss Jareeporn Jarukornsakul) Chief Executive Officer Information Memorandum on the Acquisition and Disposition of Assets of WHA Corporation Public Company Limited Pursuant to List 1 of 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 (as amended) The Board of Director’s meeting of WHA Corporation Public Company Limited (the “Company”) on 10 November 2016 has passed the following resolutions: (a) The Company to sell its assets at the number of two items to Kasikorn Asset Management Co., Ltd. acting as the Trustee of WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust (“WHART Trust”) at the price of approximately Baht 4,190,000,000 (exclusive of value added tax, fee and expense for ownership transfer) in WHART Trust’s offering of trust units at its second capital increase with the details of asset disposed in Clause 4 of Part 1 of this Information Memorandum and conditions of increase and decrease of the price as per details in Clause 5 of Part 1 of this Information Memorandum (“Asset Sale to WHART Trust”). (b) Hemaral Land and Development Public Company Limited (“Hemaraj”) and the relevant companies in Hemaraj group (“Hemaraj Group”) to lease out at the number of six items on a long-term lease basis to SCB Asset Management Co., Ltd. acting as the Trustee of Hemaraj Leasehold Real Estate Investment Trust (“Hemaraj Trust”) for a period of 30 years with the right to extend the lease period for another term of 30 years together with sale of relevant movable properties. The lease remuneration is approximately Baht 8,006,560,637.79 and the sale price of the movable properties is approximately Baht 12,039,362.21 (totally approximately Baht 8,018,600,000). The rental for lease extension is Baht 500,000,000 (all exclusive of value added tax, fee and expense for lease registration). The asset owners will be responsible for fee regarding lease registration including corporate income tax and stamp duty in relation to the lease. The details of lease assets appear in Clause 4 of Part I of this Information Memorandum (“Asset Lease to Hemaraj Trust”) (c) The Company to subscribe for trust units from WHART Trust in the amount of approximately Baht 465,708,000 (“WHART Trust Unit Subscription”) with the condition of adjustment of subscription amount as per details in Part 2 of this Information Memorandum. (d) Hemaraj to subscribe for trust units from Hemaraj Trust in the amount of approximately Baht 854,040,000 (“Hemaraj Trust Unit Subscription”) with the condition of adjustment of subscription amount as per details in Part 2 of this Information Memorandum. Upon consolidating with the assets disposed by the group of companies during the past six- month period, the transaction of the Asset Sale to WHART Trust in Clause (a) and Asset Lease to Hemaraj Trust in Clause (b) above is regarded as a disposal of assets pursuant to the Notification of the Capital Market Supervisory Board No. Tor Jor 20/2551 Re: Rules on Entering into Material Transactions 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 and Disposition of Assets B.E. 2547 (the “Notification on Acquisition and Disposal”). The maximum transaction size of disposal is approximately 21.80 percent (The transaction size may be increased or decreased. Please see 1 details in Clause 5 of Part 1 of this Information Memorandum) pursuant to the total value of consideration rule calculated from the consolidated financial statement of the Company as 30 September 2016. This transaction does not fall within the related transaction. Upon consolidating with the assets disposed by the group of companies during the past six- month period, the transaction size of the WHART Trust Unit Subscription in Clause (c) and the Hemaraj Trust Unit Subscription above is size of 2.57 pursuant to the value of consideration rule (the transaction size may be increased or decreased) calculated from the consolidated financial statement of the Company as of 30 September 2016. This is not regarded an acquisition transaction under the Notification on Acquisition and Disposal. The Company is not required to prepare an Information Memorandum according to List 1 to be disclosed to the SET and not to distribute the Information Memorandum according to List 2 to the shareholders within 21 days. This transaction does not fall within the related transaction. Therefore, the Company desires to disclose the material information of the transaction of the Asset Sale to WHART Trust in Clause (a), Asset Lease to Hemaraj Trust in Clause (b) pursuant to the Notification on Acquisition and Disposal in Part I of this Information Memorandum.
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