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The Opinions of the Independent Financial Advisor on the Acquisition of Assets

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The Opinions of the Independent Financial Advisor on the Acquisition of Assets Attachment No. 7 Information Memorandum on Acquisition of Assets of Dusit Thani Public Company Limited in respect of Pathumwan Project and ASAI Chinatown Project (List 2) and Attachment No. 8 The opinions of the Independent Financial Advisor on the acquisition of assets (For the purpose of translation only) Item Page Attachment No. 7 1 - 37 Information Memorandum on Acquisition of Assets of Dusit Thani Public Company Limited in respect of Pathumwan Project and ASAI Chinatown Project (List 2) Attachment No. 8 1 - 75 The opinions of the Independent Financial Advisor on the acquisition of assets (For the purpose of translation only) 1 (Translation) Attachment No. 7 Information Memorandum on Acquisition of Assets of Dusit Thani Public Company Limited in respect of Pathumwan Project and ASAI Chinatown Project (List 2) The Board of Directors’ Meeting No. 4/2019 of Dusit Thani Public Company Limited (the “Company”), held on 15 March 2019, resolved to approve the following agenda items: (a) The sublease of certain areas in Baan Rajprasong building located at No. 3 Soi Mahardlekluang 3, Rajdamri Road, Lumpini Sub-distirct, Pathumwan District, Bangkok Metropolis from Baan Rajprasong Public Company Limited (which is the lessee of Baan Rajprasong building). The Company will sublease the areas from the 3rd to the 12th and the 12A floor and other areas in Baan Rajprasong building, with a total area of 9,499.56 square meters (the “Area in Baan Rajprasong Building”), for a period of approximately 19 years from the date of the registration of the sub-lease agreement until 31 October 2038 and the purchase of the assets located in the Area in Baan Rajprasong Building from Baan Rajprasong Public Company Limited in order to operate a hotel business, long-stay rental business, restaurant business and other businesses, with the total consideration of THB 740,000,000 which the Company must make payment to Baan Rajprasong Public Company Limited (this transaction is called the “Pathumwan Project”); and (b) The registration of the right to usufruct of some areas from the 4th to the 8th floors of the building, located at No. 527 Charoenkrung Road, Pom Prap Sub-district, Pom Prap Sattru Phai District, Bangkok Metropolis, with a total area of approximately 8,992.50 square meters (the “Area in I’m Chinatown Building”) under 2 Usufruct Agreements, for a total period of approximately 32 years and the purchase of the assets (Furniture, Fixtures and Equipment (FF&E)), located in the Area in I’m Chinatown Building from I’m Chinatown Co., Ltd. in order to operate a hotel business, restaurant business, and other businesses (this transaction is called the “ASAI Chinatown Project”). The entry into the transactions in (a) and (b) above constitutes an asset acquisition transaction in accordance with Notification of the Capital Market Supervisory Board No. TorChor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisitions 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, 2004 (including any amendment thereto) (collectively, the “Notifications on Asset Acquisition and Disposal”), having the highest transaction value of 15.03 percent, calculated based on the Total Value of Consideration basis, based on the audited Consolidated Financial Statements of the Company ending 31 December 2018. After calculating the value of all asset acquisitions which have occurred during the past six months based on the Total Value of Consideration basis and when combined with the total value of the asset acquisition transactions related to the Dusit Thani Maldives hotel project, the subscription for the newly-issued investment units of Dusit Thani Freehold and Leasehold Real Estate Investment Trust (the “DREIT”), the Board of Directors proposed in the Meeting of the Board of Directors No. 3/2019 on 25 February 2019 that the shareholders’ meeting No. 26/2019 consider approving the entry into the transactions, whereby the highest transaction value is equivalent to 40.15 percent based on the Total Value of Consideration basis. However, the entering into of the transactions in (a) and (b) is not deemed as a connected transaction of the Company. Therefore, the Board of Directors deems it appropriate to propose that the shareholders’ meeting to consider approving the entry into of the asset acquisition transactions in relation to the Pathumwan Project and the ASAI Chinatown Project, along with acquisition and disposal of the Company’s assets in 1 relation to the Dusit Thani Maldives hotel project, and the subscription for the newly-issued investment units of the DREIT. As a result, the Company has the duty to undertake the following acts: (a) to prepare a report for and disclose the information memorandum in accordance with the Notifications on Asset Acquisition and Disposal immediately upon the entering into of the asset acquisition transactions; (b) to appoint an independent financial advisor to provide opinions to the shareholders of the Company regarding the asset acquisition transactions, and deliver such opinions to the shareholders of the Company together with the notice summoning a shareholders’ meeting; (c) to deliver the notice summoning a shareholders’ meeting to the shareholders at least 14 days in advance, containing the information required by the Notifications on Asset Acquisition and Disposal; and (d) to convene a shareholders’ meeting in order to approve the entering into of the asset acquisition transactions, whereby the resolutions must be passed by votes of not less than three-fourths of the total votes of the shareholders attending the meeting and having the right to vote, without counting the votes cast by any interested shareholders. The Company will propose that the shareholders’ meeting, which will be convened on 26 April 2019, consider and approve the entering into of an asset acquisition and disposal transaction in relation to the Pathumwan Project and the ASAI Chinatown Project. In addition, the Company has appointed Jay Capital Advisory Limited, as an independent financial advisor to provide opinions regarding the asset acquisition and disposal transactions of in respect of the Pathumwan Project and the ASAI Chinatown Project with the details set out in Attachment No. 8. In this regard, the Company would like to inform you of the information in relation to the Pathumwan Project and the ASAI Chinatown Project as follows: 1. Information Memorandum in accordance with List 2 1.1 Transaction Date After the Company has been granted approval from the shareholders’ meeting to enter into the relevant transactions: (a) The Pathumwan Project The Company will sublease certain areas in the Area in Baan Rajprasong Building and purchase the assets located in such areas from Baan Rajprasong Public Company Limited in order to operate hotel business, long-term lease business, restaurant business and other businesses, whereby the Company expects that the registration of the sub-lease agreement and the transactions in relation to the Pathumwan Project will be completed by 30 April 2019. (b) The ASAI Chinatown Project The Company will register the usufruct right over the Area in I’m Chinatown Building, utilize the common area of I’m Chinatown Building, and purchase the assets (Furniture, Fixtures and Equipment (FF&E)) located in the Area in I’m Chinatown Building from I’m Chinatown Co., Ltd. in order to operate the hotel business and other businesses, whereby the Company expects that the transactions in relation to the ASAI Chinatown 2 2 3 relation to the Dusit Thani Maldives hotel project, and the subscription for the newly-issued investment Project will be completed upon the completion of all conditions precedent which are expected units of the DREIT. As a result, the Company has the duty to undertake the following acts: to be completed by December 2019. (a) to prepare a report for and disclose the information memorandum in accordance with the In this regard, as the entry into to the Pathumwan Project and the ASAI Chinatown Project must Notifications on Asset Acquisition and Disposal immediately upon the entering into of the be approved by the shareholders’ meeting of the Company, where the shareholders’ meeting asset acquisition transactions; does not approve the entry into such projects, the Company may cancel the entry into such projects without payment or penalty to the counterparty. (b) to appoint an independent financial advisor to provide opinions to the shareholders of the Company regarding the asset acquisition transactions, and deliver such opinions to the 1.2 Relevant Parties and Relationship with the Company shareholders of the Company together with the notice summoning a shareholders’ meeting; (a) The Pathumwan Project (c) to deliver the notice summoning a shareholders’ meeting to the shareholders at least 14 days in advance, containing the information required by the Notifications on Asset Sub-lessor: Baan Rajprasong Public Company Limited. Acquisition and Disposal; and Sub-lessee: the Company (d) to convene a shareholders’ meeting in order to approve the entering into of the asset acquisition transactions, whereby the resolutions must be passed by votes of not less than Relationship with the Company: No relationship with the Company. three-fourths of the total votes of the shareholders attending the meeting and having the right to vote, without counting the votes cast by any interested shareholders. (b) The ASAI Chinatown Project The Company will propose that the shareholders’ meeting, which will be convened on 26 April 2019, Grantor: I’m Chinatown Co., Ltd. consider and approve the entering into of an asset acquisition and disposal transaction in relation to the Pathumwan Project and the ASAI Chinatown Project. Receiver: the Company In addition, the Company has appointed Jay Capital Advisory Limited, as an independent financial Relationship with the Company: No relationship with the Company.
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