Notification of the Allocation and Subscription Documents for Capital Increase Ordinary Shares
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Notification of the Allocation and Subscription Documents for Capital Increase Ordinary Shares Section 1 Information of the Capital Increase Ordinary Shares Allocation 1. Date, Month, Year and Number of the Shareholders’ meeting of the Company which a resolution was passed for the allocation of capital increase ordinary shares The allocation of capital increase ordinary shares to the existing shareholders of the Company in proportion to the number of shares held by each of them was approved by the Annual General Meeting of Shareholders of the Company for the year 2017, held on April 24, 2017. 2. Details of allocation of capital increase ordinary shares According to the Annual General Meeting of Shareholders for the year 2017 of Grande Asset Hotels and Property Public Company Limited (the “Company”), held on April 24, 2017, resolved for the Company to increase the registered capital in an amount of 2,110,960,763.- Baht by issuing 2,110,960,763 ordinary shares, with the par value of 1.- Baht per share, and to allot and offer the capital increase ordinary shares in the amount of 866,711,771 shares to the existing shareholders of the Company in proportion to the number of shares held by each of them (Right Offering) at the ratio of 10 existing shares to 3 new shares (fractions of shares being disregarded), at the offering price of 1.- Baht per share. And the Board of Directors Meeting of the Company No. 1/2018, held on February 14, 2018 fixed the names of the shareholders who are entitled to subscribe the said capital increase ordinary shares (Record Date) on March 5, 2018 and the date for subscription and payment of the capital increase ordinary shares during on April 5, 2018 and April 9-12, 2018 (total 5 business days) during 9.00 hrs. - 15.30 hrs., which the details of allotment are as follows: Type of the new shares : Newly issued ordinary shares Registered Capital : Baht 5,000,000,000 with a par value of Baht 1.00 per share, (as of March 5, 2018) divided into - Ordinary shares 5,000,000,000 shares - Preferred shares - shares Current paid-up capital : Baht 2,889,039,237 with a par value of Baht 1.00 per share, divide into - Ordinary shares 2,889,039,237 shares - Preferred shares - shares Paid-up capital after capital : Baht 3,755,751,008 with a par value of Baht 1.00 per share, increase divide into (in case the new shares - Ordinary shares 3,755,751,008 shares are fully subscribed) - Preferred shares - shares Notification of the Allocation and Subscription Documents for Capital Increase Ordinary Shares of Grande Asset Hotels and Property Public Co., Ltd. Page 1 of 27 Allocation method : The shares shall be allocated to the existing Shareholders of the Company in proportion to the number of shares held by each of them (Right Offering) at the ratio of 10 existing shares to 3 new shares (fractions of shares being disregarded), whereby they shall be allocated to the shareholders whose names appeared on the date of fixing the names of the Shareholders who are entitled to subscribe the capital increase ordinary shares on March 5, 2018. However, the existing shareholders can subscribe for the shares in excess of their rights and pay for the ordinary shares for the amount in excess of their entitlements, together with the subscription and payment of the ordinary shares. Number of allocated shares : 866,711,771 shares Subscription ratio : 10 existing shares to 3 new shares (In the calculation of subscription rights for each shareholder, the fractions of shares from such calculation (if any) shall be discarded.) Offering price per share : Baht 1.00 In case where the existing shareholders have not subscribed all of the said allotted capital increase ordinary shares above or there are remaining unsubscribed shares in any case whatsoever, the said remaining shares shall be allotted and offered to the existing shareholders of the Company, who have subscribed and made payment for the ordinary shares for the amount in excess of their entitlements, together with the subscription and payment of the ordinary shares as subscribed above, at the price of 1.- Baht per share, whereby the Executive Committee or the authorized directors of the Company are authorized to consider the allotment and offer of the said remaining shares to the existing shareholders, who have subscribed and made payment for the ordinary shares for the amount in excess of their entitlements, under the following criteria and conditions: (a) In case the number of the ordinary shares as subscribed by the existing Shareholders for the amount in excess of their entitlements aforesaid is more than the number of the remaining shares, the allotment of the said remaining shares shall be made to the existing shareholders who have subscribed the shares for the amount in excess of their entitlements and paid for the subscription price in proportion to the existing shareholding until they are no more or they cannot be allotted due to being the fraction of shares. (b) In case the number of the ordinary shares as subscribed by the existing shareholders for the amount in excess of their entitlements aforesaid is less than the number of the remaining ordinary shares, the allotment of the said remaining shares shall be made to all those existing shareholders who have subscribed the shares for the amount in excess of their entitlements and paid for the subscription price in proportion to the existing shareholding until no existing shareholders wish to subscribe the said shares anymore. Notification of the Allocation and Subscription Documents for Capital Increase Ordinary Shares of Grande Asset Hotels and Property Public Co., Ltd. page 2 of 27 Provided that the Company shall return the subscription money without interest for the amount covering the unallotted additional number of the ordinary shares of the relevant existing Shareholders within 14 days from the closing date for the subscription. In addition, the allotment of capital increase ordinary shares in accordance with (a) and (b) above in any case whatsoever, will not cause to any existing shareholders who have subscribed the shares for the amount in excess of their entitlements, hold the shares of the Company categorized to make the tender offer of entire shares of the Company (Tender Offer) in accordance with the Notification of the Capital Market Supervisory Board No. Tor Jor. 12/2554 Re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeover or under the characteristic as infringement of the restriction of foreign shareholding as stated in the Articles of Association of the Company. (c) In case there are still unsubscribed ordinary shares remaining after the allotment mentioned in (a) and (b) above, the above remaining ordinary shares shall be allotted and offered to investors in private placement (Private Placement) categorized under the Notification of the Capital Market Supervisory Board No. Tor Jor. 72/2558 Re: Approval for the Listed Companies to Offer Newly Issued Shares to Investors in Private Placement in accordance with the resolution of the Annual General Meeting of Shareholders for the year 2017. 3. Date for fixing the names of shareholders entitled to subscribe for capital increase ordinary shares The Company fixed the date for fixing the names of the shareholders who are entitled to subscribe the capital increase ordinary shares (Record Date) on March 5, 2018. 4. Share subscription and payment period On 5 April 2018 and 9-12 April 2018 (total 5 business days) during 9.00 hrs. - 15.30 hrs. at the head office of the Company, as detailed below: Accounting and Financial Department Grande Asset Hotels and Property Public Company Limited Unit 3203-4, 32nd Floor, Exchange Tower 388 Sukhumvit Road., Klongtoey, Klongtoey, Bangkok 10110 Tel: 0 2204 9900 Fax: 0 2204 9996 5. Objectives of capital increase and plans for utilizing proceeds received from the capital increase. For use as the working capital and reserve fund for the business operations of the Company and its subsidiaries, repayment of loan and supporting the investment and development in real estate projects of the Company and its subsidiaries, including the hotels, the villas for sale and the residential condominiums for sale. Currently, the Company has three hotels which had been completely constructed and launched for rendering services such as The Westin Grande Sukhumvit Hotel, Sheraton Hua-Hin Resort & Spa Hotel and Sheraton Hua-Hin Pranburi Villas Hotel, and has four real estate projects which had been completely Notification of the Allocation and Subscription Documents for Capital Increase Ordinary Shares of Grande Asset Hotels and Property Public Co., Ltd. page 3 of 27 constructed and under the period of sale and ownership transfer such as Hyde Sukhumvit 13, Hyde Sukhumvit 11, Hua-Hin Blue Lagoon and The Trendy Office Condominium Projects. In addition, the Company has a hotel project which is under the construction i.e., Hyatt Regency Bangkok Sukhumvit Hotel, equivalent to the investment value of approximately 3,300 Million Baht which the Company expected that such hotel will be able to launch for rendering services within the second quarter of 2018. Moreover, pursuant to the business plan of the Company for 2018, the Company had planned to launch the new projects such as the real estate project in Rayong province which consists of the hotel, the villas for sale and the residential condominiums for sale, equivalent to the total investment value of approximately 5,794 Million Baht, whereby the Company expects that the villas for sale will be started to construct in the first quarter of 2018, and the hotel will be started to construct in the fourth quarter of 2019, including the residential condominiums for sale will be started to construct in the first quarter of 2020.