TRANSLATED VERSION - Opinion Report of the Independent Financial Advisor
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Enclosure 6 - TRANSLATED VERSION - Opinion Report of the Independent Financial Advisor Regarding An Asset Acquisition Transaction and Transactions between DREIT and Persons Related to REIT Manager and Trustee For The Trust Unitholders of Dusit Thani Freehold and Leasehold Real Estate Investment Trust Prepared by I V Global Securities Public Company Limited April 3, 2019 The English Translation of the Independent Financial Advisor’s Opinion Report has been prepared solely for the convenience of foreign trust unitholders of Dusit Thani Freehold and Leasehold Real Estate Investment Trust and should not be relied upon as the definitive and official document. The Thai language version of the Independent Financial Advisor’s Opinion Report is the definitive and official document and shall prevail in all aspects in the event of any inconsistency with this translation. Table of Content Page Preface 1 Executive Summary 3 Part 1 Characteristics & Details of the Transaction 11 1.1 Characteristics and Details of Asset Acquisition and Connected Transaction 11 1.1.1 Objective and Background of the Transaction 11 1.1.2 Type and Transaction Size 15 1.1.3 Date of the Transaction 16 1.1.4 Parties Involved and Relationship 16 1.1.5 Details of Acquired Asset that DREIT additionally invest in 19 1.1.6 Total Value of Consideration / Total Value of Investment and 25 Basis Used to Determine the Value of Total Consideration Paid 1.1.7 Source of Fund to the Transaction 27 1.1.8 Related Agreements 27 1.1.9 Conditions to the Transaction 28 1.2 Key Information of Dusit Thani Freehold and Leasehold Real Estate 28 Investment Trust 1.3 Summary of Key Information of the Related Agreements 28 Part 2 Reasonableness of the acquisition of the additional investment assets no. 1 of 29 DREIT and entering into the transaction with related persons of the REIT Manager 2.1 Objective and necessity of Entering into Transaction 29 2.2 Advantages, Disadvantages and Risk of entering into the asset acquisition Transaction 29 2.3 Advantages and disadvantages of entering into the asset acquisition Transaction 33 with Connected Person 2.4 Impact on the existing trust unit holders 34 2.5 Investment Return Analysis 36 Part 3 Reasonableness of Subleasing and Leasing of the Additional Investment 49 Assets no. 1 and entering into the transaction with the person related to REIT Manager 3.1 Objective and necessity of the Transaction 49 3.2 Advantages and disadvantages of entering into the Transaction with 50 person related to REIT Manager 3.3 Risks that may arise from entering into Transaction 51 3.4 Appropriateness of the Transaction Value and the Conditions of the Transaction 51 Part 4 Reasonableness of the borrowing and the provision of collateral and entering into 53 the conflicting interest transaction between DREIT and the person related to the Trustee 4.1 Objective and necessity of entering into transaction 53 4.2 Advantages and disadvantages of entering into the Transaction with the person related to 54 the Trustee 4.3 Risks that may arise from entering into transaction 55 4.4 Appropriateness of Price and Terms of the transaction 57 Part 5 Conclusion of Opinion of Independent Financial Advisor 59 Appendix 1 Key information of Dusit Thani Freehold and Leasehold Real Estate Investment Trust (“DREIT”) Appendix 2 Summary of Pertinent Agreements and Draft Agreements GLOSSARY Glossary used in this report have not been sorted by alphabet but sorted by category for convenient in reading Abbreviation Meaning SEC The Securities and Exchange Commission SET The Stock Exchange of Thailand DREIT Dusit Thani Freehold and Leasehold Real Estate Investment Trust DTC Dusit Thani Public Company Limited DMCO Dusit Management Co., Ltd. “Company” or Dusit Thani Property REIT Co., Ltd. “REIT Manager” DTPP Dusit Thai Properties Public Company Limited DMS2 Dusit Maldives Investment Co., Ltd. The company will be newly established and then DREIT will hold 100% of its shares. DMS3 Dusit Maldives Management Co., Ltd. KTAM or “Trustee” Krung Thai Asset Management Public Company Limited MBK MBK Hotels and Resorts Co., Ltd. DTCPF Dusit Thani Freehold and Leasehold Property Fund Independent Financial I V Global Securities Public Company Limited Advisor or “IFA” Financial Advisor CIMB Thai Bank Public Company Limited Legal Advisor Charin & Associates Limited Accounting Advisor KPMG Phoomchai Holdings Co., Ltd. Tax Advisor EY Corporate Services Limited Independent Property Property Appraiser Company approved by the Office Securities and Appraiser Exchange Commission, which are KhightFrank and/or HVS-Nexus in this report KnightFrank Knight Frank Chartered (Thailand) Co., Ltd HVS-Nexus Bangkok Hospitality Consulting Services Company Limited (by Nexus Property Consultants Company Limited) ADR Average Daily Rate DCF Discounted Cash Flow EBITDA Earnings before interest, taxes, depreciation and amortization Enterprise Value (EV) Enterprise Value Equity Value Equity Value FCFF Free Cash Flow to Firm GOP Gross Operating Profit IRR Internal Rate of Return NOI Net Operating Income OCC Occupancy Rate RevPAR Revenue Per Available Room WACC Weighted Cost of Capital Table of Content Page Preface 1 Executive Summary 3 Part 1 Characteristics & Details of the Transaction 11 1.1 Characteristics and Details of Asset Acquisition and Connected Transaction 11 1.1.1 Objective and Background of the Transaction 11 1.1.2 Type and Transaction Size 15 1.1.3 Date of the Transaction 16 1.1.4 Parties Involved and Relationship 16 1.1.5 Details of Acquired Asset that DREIT additionally invest in 19 1.1.6 Total Value of Consideration / Total Value of Investment and 25 Basis Used to Determine the Value of Total Consideration Paid 1.1.7 Source of Fund to the Transaction 27 1.1.8 Related Agreements 27 1.1.9 Conditions to the Transaction 28 1.2 Key Information of Dusit Thani Freehold and Leasehold Real Estate 28 Investment Trust 1.3 Summary of Key Information of the Related Agreements 28 Part 2 Reasonableness of the acquisition of the additional investment assets no. 1 of 29 DREIT and entering into the transaction with related persons of the REIT Manager 2.1 Objective and necessity of Entering into Transaction 29 2.2 Advantages, Disadvantages and Risk of entering into the asset acquisition Transaction 29 2.3 Advantages and disadvantages of entering into the asset acquisition Transaction 33 with Connected Person 2.4 Impact on the existing trust unit holders 34 2.5 Investment Return Analysis 36 Part 3 Reasonableness of Subleasing and Leasing of the Additional Investment 49 Assets no. 1 and entering into the transaction with the person related to REIT Manager 3.1 Objective and necessity of the Transaction 49 3.2 Advantages and disadvantages of entering into the Transaction with 50 person related to REIT Manager 3.3 Risks that may arise from entering into Transaction 51 3.4 Appropriateness of the Transaction Value and the Conditions of the Transaction 51 Part 4 Reasonableness of the borrowing and the provision of collateral and entering into 53 the conflicting interest transaction between DREIT and the person related to the Trustee 4.1 Objective and necessity of entering into transaction 53 4.2 Advantages and disadvantages of entering into the Transaction with the person related to 54 the Trustee 4.3 Risks that may arise from entering into transaction 55 4.4 Appropriateness of Price and Terms of the transaction 57 Part 5 Conclusion of Opinion of Independent Financial Advisor 59 Appendix 1 Key information of Dusit Thani Freehold and Leasehold Real Estate Investment Trust (“DREIT”) Appendix 2 Summary of Pertinent Agreements and Draft Agreements GLOSSARY Glossary used in this report have not been sorted by alphabet but sorted by category for convenient in reading Abbreviation Meaning SEC The Securities and Exchange Commission SET The Stock Exchange of Thailand DREIT Dusit Thani Freehold and Leasehold Real Estate Investment Trust DTC Dusit Thani Public Company Limited DMCO Dusit Management Co., Ltd. “Company” or Dusit Thani Property REIT Co., Ltd. “REIT Manager” DTPP Dusit Thai Properties Public Company Limited DMS2 Dusit Maldives Investment Co., Ltd. The company will be newly established and then DREIT will hold 100% of its shares. DMS3 Dusit Maldives Management Co., Ltd. KTAM or “Trustee” Krung Thai Asset Management Public Company Limited MBK MBK Hotels and Resorts Co., Ltd. DTCPF Dusit Thani Freehold and Leasehold Property Fund Independent Financial I V Global Securities Public Company Limited Advisor or “IFA” Financial Advisor CIMB Thai Bank Public Company Limited Legal Advisor Charin & Associates Limited Accounting Advisor KPMG Phoomchai Holdings Co., Ltd. Tax Advisor EY Corporate Services Limited Independent Property Property Appraiser Company approved by the Office Securities and Appraiser Exchange Commission, which are KhightFrank and/or HVS-Nexus in this report KnightFrank Knight Frank Chartered (Thailand) Co., Ltd HVS-Nexus Bangkok Hospitality Consulting Services Company Limited (by Nexus Property Consultants Company Limited) ADR Average Daily Rate DCF Discounted Cash Flow EBITDA Earnings before interest, taxes, depreciation and amortization Enterprise Value (EV) Enterprise Value Equity Value Equity Value FCFF Free Cash Flow to Firm GOP Gross Operating Profit IRR Internal Rate of Return NOI Net Operating Income OCC Occupancy Rate RevPAR Revenue Per Available Room WACC Weighted Cost of Capital Opinion Report of the Independent Financial Advisor Dusit Thani Freehold and Leasehold Real Estate Investment Trust TRANSLATION The English Translation