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Property Perfect Company Limited (Offeror)

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Property Perfect Company Limited (Offeror) (Translation) Tender Offer (Form 247-4) for Grande Asset Hotels and Property Public Company Limited by Property Perfect Company Limited (Offeror) KTB Advisory Company Limited Capital Nomura Securities Public Company Limited Financial Advisor and Preparer of the Tender Offer Tender Offer Agent Form 247-4 (SorJor 6/2003) (Translation) Table of Contents Part 1 Significant Elements of the Tender Offer 1 Part 2 Information of the Offeror 6 1. Details of the Offeror 6 2. Detail of Preparer of the Tender Offer and Tender Offer Agent 18 3. Detail of Legal Advisor 18 4. Relationship between the Offeror and Target/ Major Shareholders/ Directors of the Target 18 5. Other relevant information for the securities holders’ decision making 20 Part 3 Information of the Target 22 1. Details of the Target 22 2. Post Acquisition Plan 28 Part 4 Additional Information of the Tender Offer 31 1. Tender Offer acceptance procedures 31 2. Purchase procedures 38 3. Settlement and payment procedures 38 4. Right of securities holders who have accepted the Tender Offer 39 5. Conditions for cancellation of Tender Offer acceptance 40 6. Procedure of returning the Ordinary Share to the Offerees for the case that Tender Offer process has been cancelled 42 7. Determination of the Tender Offer Price 43 8. Acquisition of shares prior to the Tender Offer 46 Part 5 Certification of the Information 47 Appendix 1 Tender Offer Acceptance Procedures and Relevant Forms Appendix 1.1 Tender Offer Acceptance Procedures Appendix 1.2 Tender Offer Acceptance Form Appendix 1.3 Power of Attorney Appendix 2 Tender Offer Acceptance Procedures and Relevant Forms for Non-Voting Depository Receipts (“NVDRs”) Appendix 2.1 Tender Offer Acceptance Procedures for NVDRs Appendix 2.2 Tender Offer Acceptance Form for NVDR Appendix 2.3 Power of Attorney for Tender Offer Acceptance for NVDR Appendix 3 Tender Offer Cancellation Procedures and Relevant Forms for Revocation of Tender Offer Acceptance Appendix 3.1 Tender Offer Cancellation Procedures Appendix 3.2 Tender Offer Cancellation Form Appendix 3.3 Power of Attorney Appendix 4 Confirmation of Securities Cost Form Appendix 5 Amending Securities Holder Records Appendix 6 List of Participants of Securities Depository Service Appendix 7 Map of Capital Nomura Securities PLC Appendix 8 Confirmation Letter on Source of Fund Available to the Offeror Part 1: Significant Elements of the Tender Offer Form 247-4 (SorJor 6/2003) (Translation) Tender Offer Grande Asset Hotels and Property Public Company Limited To Securities’ Holders of Grande Asset Hotels and Property Public Company Limited We, Property Perfect Public Company Limited (the “Offeror” or the “Company”), hereby offer to purchase the securities of Grande Asset Hotels and Property Public Company Limited (“GRAND” or the “Target”) (the “Tender Offer”) as per the following details. Part 1 Significant Elements of the Tender Offer 1. Date of submission of the Tender Offer 16 June 2015 2. Name of the Offeror Name : Property Perfect Public Company Limited Address : 100/1, Vorasombat Building Floor 17, Rama 9 Road, Huay Khwang, Bangkok 10310 Telephone : 0 2245 6640 Facsimile : 0 2247 3328 3. Name of Preparer of the Tender Offer Name : KTB Advisory Company Limited (“Preparer of the Tender Offer”) Address : 900, Tonson Tower Floor 9B, Ploenchit Road, Lumpini, Pathumwan, Bangkok 10330 Telephone : 0 2257 0550 Facsimile : 0 2639 3600 4. Objective of making the Tender Offer Property Perfect Public Company Limited had made the Tender Offer of all securities of Thai Property Public Company Limited (“TPROP”) between 28 April 2015 and 5 June 2015 and became a major Page 1 from 48 Part 1: Significant Elements of the Tender Offer Form 247-4 (SorJor 6/2003) (Translation) shareholder of TPROP in proportion more than 75.00 percent of the total issued and paid-up securities of TPROP. As of 5 June 2015, TPROP is a major shareholder of GRAND, holding 1,173,558,657 shares or equivalent to 40.62 percent. TPROP directly holds 147,000,000 GRAND shares or equivalent to 5.09 percent and indirectly holds 1,026,558,657 GRAND shares or equivalent to 35.53 percent through Metro Premier Holding Company Limited (“Metro”) which is a subsidiary of TPROP. Therefore, after the Tender Offer of TPROP had been successful, the Offeror shall have a significant control in GRAND indirectly (Chain Principle) and consequently the Offeror has an obligation to make the Tender Offer of all securities of GRAND (“Mandatory Tender Offer” or “MTO”) pursuant to the Notification of the Capital Market Supervisory Board No. ThorJor. 12/2554 Re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers Clause 6. The extraordinary general meeting No. 1/2014 of the Company on 29 July 2014 had resolved to approve the Company to purchase GRAND, and the 2015 annual general meeting of the Company on 23 April 2015 resolved the adjustment in payment method for GRAND share as per details in the Acquisition Plan disclosed to the public on 16 June 2014 and the Acquisition Plan (amendment on the offering details) disclosed to the public on 26 February 2015 (“Acquisition Plan”). However, as the Offeror holds GRAND shares through TPROP and Metro in proportion of 40.62 percent of total issued and paid-up GRAND shares, TPROP and Metro have made an intention not to accept the offer in this GRAND Tender Offer. 5. Category and class of securities offered to be purchased The Offeror offers to purchase all shares of the Target. As of 28 May 2015, there is one type of securities of the Target which is ordinary share. The Target has paid-up shares in total of 2,889,039,237 shares (100.00 percent of the total issued and paid-up shares) with par value of Baht 1.00 per share. Given one voting right per an ordinary share, total number of voting rights of ordinary shares tendered is 2,889,039,237 voting rights, which is equivalent to 100.00 percent of the total voting rights of the Target. 6. Offering Price The offering price for the ordinary shares is Baht 1.29 (One Point Two Nine Baht) per share. The Offeree, who has securities account with a brokerage securities house, is subject to payment of tender offer agent fee at the rate of 0.25 percent of the offering price plus the value added tax (“VAT”) of 7.00 percent of the tender offer agent fee. Thus, the net offering price to be received by the Offeree shall be Baht 1.286549 per share (excluding withholding tax deductible by law (if any)). Such offering price is: Page 2 from 48 Part 1: Significant Elements of the Tender Offer Form 247-4 (SorJor 6/2003) (Translation) (X) the final offering price which shall not be changed (unless there are conditions as stated in Clause 8). ( ) not the final offering price and the Offeror may change the offering price. The Tender Offer Agent will deduct a withholding tax of 15% of the capital gains for the Offeree who is a foreign juristic person not carrying on business in Thailand and residing in a country that has no double tax treaty with Thailand, or residing in a country that is the party to a double tax treaty with Thailand but such double tax treaty does not exempt such foreign juristic person from withholding tax on the capital gain realized from the sale of securities in Thailand. The withholding tax will be calculated on capital gains from the sale of shares (i.e. the difference between the offering price and the original cost the Offeree had paid for such tendered shares). The Offeree must declare the original cost of such tendered shares and submit the proper evidence thereof to the Tender Offer Agent (for additional details, please refer to Clause 1.2.4 of Part 4 and Appendix 4. In the event that any Offeree fails to declare such original cost or does not submit the proper evidence thereof, together with the Confirmation of Securities Cost Form, to the Tender Offer Agent, the Tender Offer Agent will determine the amount of withholding tax on the basis of the entire proceeds to be received by the Offeree from the sale of shares, and will deduct the tax accordingly 7. Tender Offer period The Tender Offer period is in total of 25 business days from 17 June 2015 to 22 July 2015 between 09:00 a.m. and 04:00 p.m., during the business day of the Tender Offer Agent only. Such Tender Offer period is: (X) the final period which will not be extended (unless there are conditions as stated in Clause 8). ( ) not the final period and the Offeror may extend the Tender Offer period. 8. Conditions of change in the Tender Offer ( ) No condition. (X) Conditions of change in the Tender Offer are as follows: (X) the Offeror might reduce the offering price or extend the Tender Offer period if any event or action causing a severe damage to the financial status or assets of the Target, or if any extraordinary events including but not limited to announcement of extra public holiday occurs during the Tender Offer period. Page 3 from 48 Part 1: Significant Elements of the Tender Offer Form 247-4 (SorJor 6/2003) (Translation) (X) the Offeror may change the offer or extend the Tender Offer period to compete with another offeror who submits a tender offer for securities of the Target during the Tender Offer period. 9. Conditions for cancellation of the Tender Offer The Offeror might cancel the Tender Offer upon the occurrence of the following events: (1) Any event and/or action occurring after the submission of the Tender Offer document to the Securities Exchange Commission, Thailand (the “SEC”) but within the Tender Offer period which causes or might cause severe damage to the status or to the assets of GRAND, and such event and/or action does not result from the acts of the Offeror or any acts for which the Offeror is responsible; or (2) Any action conducted by GRAND after the submission of the Tender Offer documents to the SEC but within the Tender Offer period, which results in a significant decrease in the value of GRAND’s shares; or (3) Any frustrating action, conducted by GRAND, as defined in the Notification of Capital Markets Supervisory Board regarding actions or exempt of actions that may affect the result of the Tender Offer.
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