U Issues the Disposal of 39 Assets with a Total of ฿3.8Bn, Boosting Cash Flow-Liquidity
U Issues the Disposal of 39 Assets with a Total of ฿3.8Bn, Boosting Cash Flow-Liquidity
U City Public Company Limited (U) announced the Board of Directors’ Meeting held on December 14, 2020, has approved the disposal of the Company’s and subsidiaries’ 39 items of assets at a total selling price of not less than THB 3,827,345,756.80, as the outbreak of the COVID-19 virus has had a significant negative impact on the Company’s financial position, operating results, and the current and future cash flow of the Company where the Company is unable to project when and in which manner the pandemic will end, in order for the Company to have sufficient liquidity for its current and future operations, to lessen the burden of expenses and financial costs, and to prepare for investments in potential projects and assets at reasonable prices in the future, details of which disposal transaction are as follows:
1) A freehold over 28 plots of vacant land of the Company located in Tambon Bang Nam Phueng, Amphoe Phrapradaeng (Mueang), Samutprakarn Province, totaling 25 rai, 1 ngan, and 51.7 square wa, at a total selling price of not less than THB 100,000,000;
2) A freehold over 4 plots of land and building of MAK8 Co., Ltd. located in Tambon Mu Si, Amphoe Pak Chong, Nakhon Ratchasima Province, totaling 16 rai, 1 ngan , and 56 square wa, at a total selling price of not less than THB 100,000,000;
3) A freehold over 2 plots of land and building of the Company located in Tambon Mu Si, Amphoe Pak Chong, Nakhon Ratchasima Province, totaling 1 rai and 41 square wa, at a total selling price of not less than THB 10,000,000;
4) (a) 7,000,000 shares of Boonbaramee Metta Property Co., Ltd. (BMP) held by the Company, with a par value of THB 100 per share, equivalent to 100 percent of the total shares, and liabilities to repay loan to the Company. Material assets of BMP comprise 1) all ordinary shares of Pacific Chiangmai Co., Ltd. (PC) where the material assets of PC comprise 3 plots of land and building which are part of Anantara Chiang Mai Resort and Spa located in Tambon Chang Klan, Amphoe Mueang Chiang Mai, Chiang Mai Province, totaling 3 rai, 2 ngan, and 51.5 square wa, and
2) all ordinary shares of Pacific Hotel Chiangmai Co., Ltd. (PHC) where the material assets of PHC comprise 1 plot of land and building which are part of Anantara Chiang Mai Resort and Spa located in Tambon Chang Klan, Amphoe Mueang Chiang Mai, Chiang Mai Province, totaling 3 rai, 2 ngan, and 32.6 square wa and 3 plots of land and commercial building located in Tambon Chang Klan, Amphoe Mueang Chiang Mai, Chiang Mai Province, totaling 69.40 square wa; and
(b) 5,000,000 shares of MHG NPARK Development Co., Ltd. (MHG) held by the Company, with a par value of THB 10 per share, equivalent to 50 percent of the total shares, and liabilities to repay loan to the Company. Material assets of MHG comprise 3 plots of land and a 7-floor residential condominium, i.e., Anantara Chiang Mai Serviced Suites located in Tambon Chang Klan, Amphoe Mueang Chiang Mai, Chiang Mai Province, totaling 1 rai, and 26.5 square wa, where the total selling price of both (a) and (b) is not less than the appraised price of PC’s, PHC’s and MHG’s assets which equals to THB 1,116,750,000 less the loan liabilities of BMP as of the closing date. In this regard, if the calculation yields a negative value, the total selling price will not be less than THB 1;
5) 50,000 shares of Ratburana Property Co., Ltd. (RBP) held by Prannakiri Assets Co., Ltd. (PKA), with a par value of THB 100 per share, equivalent to 50 percent of the total shares, and 50 percent of the liabilities to repay loan to PKA, at a total selling price of not less than THB 485,997,688.77. Material asset of RBP comprises 1 plot of vacant land located in Tambon Ratburana (Bang Jang Ron Nok), Amphoe Ratburana, Bangkok, totaling 27 rai, 2 ngan, and 10 square wa. In this regard, the Company intends to develop a project on such land with a partner with expertise to increase returns for the Company;
6) 50 percent of the total shares of a subsidiary of the Company to be set up at a total selling price of not less than THB 256,415,647.06 whereby the new subsidiary will hold material assets comprise a freehold over 7 plots of vacant land located in Tambon Ratburana, Tambon Bang Jang Ron Nai, Amphoe Ratburana, Bangkok, totaling 16 rai, 2 ngan, and 38.8 square wa. In this regard, the Company intends to develop a project on such land with a partner with expertise to increase returns for the Company;
7) 500,000 ordinary shares of Project Green Co., Ltd. (PG) held by the Company, with a par value of THB 100 per share, equivalent to 50 percent of the total shares, and 50 percent of the liabilities to repay loan to the Company, at a total selling price of not less than THB 639,538,969.48. Material asset of PG comprises 1 plot of vacant land located in Tambon Kukot, Amphoe Lam Luk Ka, Pathum Thani Province, totaling 51 rai, 2 ngan, and 97.7 square wa. In this regard, the Company intends to develop a project on such land with a partner with expertise to increase returns for the Company;
8) 500,000 ordinary shares of BTS Sansiri Holding Twenty One Co., Ltd. (which is currently in the registration process of changing its name to Prime Area 9 Co., Ltd. (PA9)) held by the Company, with a par value of THB 100 per share, equivalent to 50 percent of the total shares, and 50 percent of the liabilities to repay loan to the Company, at a total selling price of not less than THB 228,983,924.66. Material asset of PA9 comprises 1 plot of vacant land located in Tambon Huai Khwang, Amphoe Huai Khwang, Bangkok, totaling 6 rai and 90.8 square wa. In this regard, the Company intends to develop a project on such land with a partner with expertise to increase returns for the Company;
9) 500,000 ordinary shares of BTS Sansiri Holding Thirteen Co., Ltd. (which is currently in the registration process of changing its name to Prime Area 38 Co., Ltd. (PA38) held by the Company, with a par value of THB 100 per share, equivalent to 100 percent of the total shares, and liabilities to repay loan to the Company, at a total selling price of not less than THB 901,000,000. Material assets of PA38 comprise 7 plots of land and building located in Tambon Phra Khanong, Amphoe Khlong Toei, Bangkok, totaling 2 rai and 36 square wa;
10) 3,400,000 shares of Unison One Co., Ltd. (Unison) held by the Company, with a par value of THB 100 per share, equivalent to 100 percent of the total shares at a total selling price of not less than THB 1,000,000,000. Material assets of Unison comprise 3 plots of land and building, i.e. office building (TST Tower), located in Tambon Ladyao (North Bang Sue) and Tambon Jompol, Amphoe Bang Khen (Bang Sue) and Amphoe Chatuchak, Bangkok, totaling 1 rai, 2 ngan, and 68 square wa;
11) 3,300,001 shares of Underwood Street Limited (Underwood) held by Lombard Estate Holdings Limited (“LEH”), with a par value of GBP 1 per share, equivalent to 100 percent of the total shares, and liabilities to repay loan to LEH, at a total selling price of not less than GBP 2,625,000 (or equivalent to THB 105,408,581.25). Material asset of Underwood comprises a leasehold over an office building located at 6-14 (even) Underwood Street, London, N1 7JQ, United Kingdom, with a total space of 2,379 square meters;
12) 25,000 shares of VH Dresden Hotelbetriebs GmbH (VH Dresden) held by Vienna House Hotelmanagement GmbH (VHHM), with a par value of EUR 1 per share, equivalent to 100 percent of the total shares, at a total selling price of not less than EUR 1 (or equivalent to THB 36.33) under the condition that the Company and the subsidiary will no longer be subject to any obligation or guarantee under the relevant agreements with VH Dresden. Material asset of VH Dresden comprises a leasehold over Vienna House QF Dresden hotel located at Neumarkt 1. 01067 Dresden, Germany, with a total space of 6,073 square meters, with a lease term of 20 years and the remaining term of approximately 17 years;
13) 25,000 shares of VHE Leipzig Hotelbetriebs GmbH (VHE Leipzig) held by VHHM, with a par value of EUR 1 per share, equivalent to 100 percent of the total shares, at a total selling price of not less than EUR 1 (or equivalent to THB 36.33) under the condition that the Company and the subsidiary will no longer be subject to any obligation or guarantee under the relevant agreements with VHE Leipzig. Material asset of VHE Leipzig comprises a leasehold over Vienna House Easy Leipzig located at Goethestr. 11, 04109 Leipzig, Germany, with a total space of 9,071 square meters, with a lease term of 20 years and the remaining term of approximately 17 years;
14) 25,000 ordinary shares of REVO München Hotelbetriebs GmbH (REVO München) held by VHHM, with a par value of EUR 1 per share, equivalent to 100 percent of the total shares, at a total selling price of not less than EUR 1 (or equivalent to THB 36.33) under the condition that the Company and the subsidiary will no longer be subject to any obligation or guarantee under the relevant agreements with REVO München. Material asset of REVO München comprises a leasehold over Revo Munich hotel located in Germany (currently under construction), with a lease term of 20 years (from the date of the hotel’s operation);
15) 100 shares of Vienna House REVO Katowice Sp. z o.o. (VH REVO) held by VHHM, with a par value of PLN 50 per share, equivalent to 100 percent of the total shares, at a total selling price of not less than EUR 1 (or equivalent to THB 36.33) under the condition that the Company and the subsidiary will no longer be subject to any obligation or guarantee under the relevant agreements with VH REVO. Material asset of VH REVO comprises a leasehold over Revo Katowice hotel located in Poland (currently under construction), with a lease term of 20 years (from the date of the hotel’s operation);
16) 25,000 shares of VHE Berlin Hotelbetriebs GmbH (VHE Berlin) held by VHHM, with a par value of EUR 1 per share, equivalent to 100 percent of the total shares, at a total selling price of not less than EUR 1 (or equivalent to THB 36.33) under the condition that the Company and the subsidiary will no longer be subject to any obligation or guarantee under the relevant agreements with VHE Berlin. Material asset of VHE Berlin comprises a leasehold over Vienna House Easy Berlin hotel located at Storkower Str. 162. 10407 Berlin, Germany, with a total space of 5,852 square meters, with a lease term of 20 years and the remaining term of approximately 15 years;
17) 25,000 shares of VH Kronberg Hotelbetriebs GmbH (VH Kronberg) held by VHHM, with a par value of EUR 1 per share, equivalent to 100 percent of the total shares, at a total selling price of not less than EUR 1 (or equivalent to THB 36.33) under the condition that the Company and the subsidiary will no longer be subject to any obligation or guarantee under the relevant agreements with VH Kronberg. Material asset of VH Kronberg comprises a leasehold over Vienna House MQ Kronberg im Taunus hotel located at Bahnhofstrasse 38. 61476 Kronberg, Germany, with a total space of 4,832 square meters, with a lease term of 20 years and the remaining term of approximately 19 years;
18) 100 shares of VH Warsaw Hotel Sp. z o.o. (VH Warsaw) held by VHHM, with a par value of PLN 50 per share, equivalent to 100 percent of the total shares, at a total selling price of not less than EUR 1 (or equivalent to THB 36.33) under the condition that the Company and the subsidiary will no longer be subject to any obligation or guarantee under the relevant agreements with VH Warsaw. Material asset of VH Warsaw comprises a leasehold over Vienna House Mokotow Warsaw hotel located at ul. Postepu 4, 02-676 Warsaw, Poland, with a total space of 8,194 square meters, with a lease term of 20 years and the remaining term of approximately 18 years;
19) 25,000 shares of Andel’s Berlin Hotelbetriebs GmgH (Andel’s Berlin) held by VHHM, with a par value of EUR 1 per share, equivalent to 100 percent of the total shares, at a total selling price of not less than EUR 1 (or equivalent to THB 36.33) under the condition that the Company and the subsidiary will no longer be subject to any obligation or guarantee under the relevant agreements with Andel’s Berlin. Material asset of Andel’s Berlin comprises a leasehold over Vienna House Andel’s Berlin hotel located at Landsberger Allee 106, 10369 Berlin, Germany, with a total space of 90,000 square meters, with a lease term of 20 years and the remaining term of approximately 14 years;
20) 50 ordinary shares of Vienna House Andel’s Cracow Sp. z o.o. (previously known as UBX Krakow Sp. z o.o.) (VH Andel’s Cracow) held by VHHM, with a par value of PLN 1,000 per share, equivalent to 100 percent of the total shares, at a total selling price of not less than EUR 1 (or equivalent to THB 36.33) under the condition that the Company and the subsidiary will no longer be subject to any obligation or guarantee under the relevant agreements with VH Andel’s Cracow. Material asset of VH Andel’s Cracow comprises a leasehold over Vienna House Andel’s Cracow hotel located at ul Pawia 3 PL – 31154 Cracow, Poland, with a total space of 10,986 square meters, with a lease term of 39 years and the remaining term of approximately 27 years;
21) 2,350,000 shares of UBM+VH Hotels GmbH (UBM+VH) held by VHHM, with a par value of EUR 1 per share, equivalent to 50 percent of the total shares, at a total selling price of not less than EUR 1 (or equivalent to THB 36.33) under the condition that the Company and the subsidiary will no longer be subject to any obligation or guarantee under the relevant agreements with UBM+VH and its subsidiaries. Material assets of UBM+VH comprise 1) all shares of MG Sendling Hotelbetriebsgesellschaft mbH (MG Sendling) where the material asset of MG Sendling comprises a leasehold over Holiday Inn Munich Westpark hotel located at Albert-Rosshaupter-Strasse 45, 81369, Munich, Germany, with a lease term of 20 years and the remaining term of approximately 12 years; and 2) all shares of Leuchtenbergring Hotelbetriebsgesellschaft mbH (LH) where the material asset of LH comprises a leasehold over Holiday Inn Munich Leuchtenbergring hotel located at Leuchtenbergring 20, 81677, Munich, Germany, with a lease term of 20 years and the remaining term of approximately 16 years;
22) All ordinary shares of a direct or indirect wholly-owned subsidiary of the Company to be set up (VH Wismar Co.), at a total selling price of not less than EUR 1 (or equivalent to THB 36.33) under the condition that the Company and the subsidiary will no longer be subject to any obligation or guarantee under the relevant agreements with VH Wismar Co. In this regard, VH Wismar Co. will hold material assets comprising a leasehold over Vienna House Stadt Hamburg Wismar hotel located at Am Markt 24. 23966 Wismar, Germany, with a total space of 5,789 square meters, with a term of 20 years and the remaining term of approximately 9 years;
23) All ordinary shares of a direct or indirect wholly-owned subsidiary of the Company to be set up (VHE Osnabrück Co.), at a total selling price of not less than EUR 1 (or equivalent to THB 36.33) under the condition that the Company and the subsidiary will no longer be subject to any obligation or guarantee under the relevant agreements with VHE Osnabrück Co. In this regard, VHE Osnabrück Co. will hold material assets comprising a leasehold over Vienna House Easy Osnabrück hotel located at Neuer Graben 39. 49074 Osnabrück, Germany, with a total space of 4,644 square meters, with a lease term of 15 years and the remaining term of approximately 9 years;
24) (a) All shares of a direct or indirect wholly-owned subsidiary of the Company to be set up; or (b) all shares of subsidiary of the Company (Greifswald Co.) at a total selling price of not less than EUR 1 (or equivalent to THB 36.33) under the condition that the Company and the subsidiary will no longer be subject to any obligation or guarantee under the relevant agreements with Greifswald Co. In this regard, Greifswald Co. will hold material asset comprising a leasehold over Vienna House Easy Greifswald hotel located at Germany (currently under construction), with a term of 20 years (from the date of the hotel’s operation);
25) 25,000 shares of Vienna House Germany II GmbH (VHG II) held by VHHM, with a par value of EUR 1 per share, equivalent to 100 percent of the total shares, at a total selling price of not less than EUR 1 (or equivalent to THB 36.33) under the condition that the Company and the subsidiary will no longer be subject to any obligation or guarantee under the relevant agreements with VHG II and its subsidiaries. In this regard, VHG II will hold material assets comprising shares of the companies as listed in item (26) to (37) (VHG II Group Co.). In this regard, the Company may consider disposing the shares of each company under the VHG II Group Co. separately at a total selling price of not less than EUR 1 per company (or equivalent to THB 36.334 );
26) 3 ordinary shares of Vienna House Rostock GmbH (VHR) held by VHG II, with no par value, equivalent to 100 percent of the total shares, at a total selling price of not less than EUR 1 (or equivalent to THB 36.33) under the condition that the Company and the subsidiary will no longer be subject to any obligation or guarantee under the relevant agreements with VHR. Material assets of VHR comprise 1) a leasehold over Vienna House Sonne Rostock hotel located at Neuer Markt 2. 18055 Rostock, Germany, with a total space of 5,117 square meters, with a lease term of 20 years and the remaining term of approximately 7 years; and 2) a leasehold over Vienna House Easy Rostock hotel located at Steinstraße 7. 18055 Rostock, Germany, with a total space of 2,064 square meters, with a lease term of 20 years and the remaining term of approximately 7 years.
27) 2 shares of Vienna House Stralsund GmbH (VH Stralsund) held by VHG II, with no par value, equivalent to 100 percent of the total shares, at a total selling price of not less than EUR 1 (or equivalent to THB 36.33) under the condition that the Company and the subsidiary will no longer be subject to any obligation or guarantee under the relevant agreements with VH Stralsund. Material asset of VH Stralsund comprises a leasehold over Vienna House Baltic Stralsund hotel located at Frankendamm 22. 18439 Stralsund, Germany, with a total space of 5,504 square meters, with a lease term of 20 years and the remaining term of approximately 7 years;
28) 2 shares of Vienna House Eisenach GmbH (VH Eisenach) held by VHG II, with no par value, equivalent to 100 percent of the total shares, at a total selling price of not less than EUR 1 (or equivalent to THB 36.33) under the condition that the Company and the subsidiary will no longer be subject to any obligation or guarantee under the relevant agreements with VH Eisenach. Material asset of VH Eisenach comprises a leasehold over Vienna House Thüringer Hof Eisenach hotel located at Karlsplatz 11. 99817 Eisenach, Germany, with a total space of 5,461 square meters, with a lease term of 20 years and the remaining term of approximately 7 years;
29) 1 share of Vienna House Germany III GmbH (VHG III) held by VHG II, with a par value of EUR 25,000 per share, equivalent to 100 percent of the total shares, at a total selling price of not less than EUR 1 (or equivalent to THB 36.33) under the condition that the Company and the subsidiary will no longer be subject to any obligation or guarantee under the relevant agreements with VHG III. Material assets of VHG III comprise 1) a leasehold over Vienna House Remarque Osnabrück hotel located at Natruper-Tor-Wall 1. 49076 Osnabrück, Germany, with a total space of 6,708 square meters, with a lease term of 29 years and the remaining term of approximately 13 years; and 2) a leasehold over Vienna Townhouse Goethe Berlin hotel located at Goethestraße 87. 10623 Berlin, Germany, with a total space of 2,021 square meters, with a lease term of 20 years and the remaining term of approximately 4 years;
30) 1 share of Vienna House Parkhotel Braunschweig GmbH (VH Parkhotel) held by VHG II, with a par value of EUR 25,000 per share, equivalent to 100 percent of the total shares, at a total selling price of not less than EUR 1 (or equivalent to THB 36.33) under the condition that the Company and the subsidiary will no longer be subject to any obligation or guarantee under the relevant agreements with VH Parkhotel. Material asset of VH Parkhotel comprises a leasehold over Steigenberger Parkhotel Braunschweig hotel located at Nimes-Straße 2, 38100 Braunschweig, Germany, with a total space of 7,009 square meters, with a lease term of 25 years and the remaining term of approximately 17 years;
31) 25,000 shares of Vienna House Leipzig GmbH (VH Leipzig) held by VHG II, with a par value of EUR 1 per share, equivalent to 100 percent of the total shares, at a total selling price of not less than EUR 1 (or equivalent to THB 36.33) under the condition that the Company and the subsidiary will no longer be subject to any obligation or guarantee under the relevant agreements with VH Leipzig. Material asset of VH Leipzig comprises a leasehold over Vienna Townhouse Bach Leipzig hotel located at Thomaskirchhof 13/14. 04109 Leipzig, Germany, with a total space of 2,752 square meters, with a lease term of 20 years and the remaining term of approximately 8 years;
32) 1 share of Vienna House Easy München GmbH (VH Easy München) held by VHG II, with a par value of EUR 25,000 per share, equivalent to 100 percent of the total shares, at a total selling price of not less than EUR 1 (or equivalent to THB 36.33) under the condition that the Company and the subsidiary will no longer be subject to any obligation or guarantee under the relevant agreements with VH Easy München. Material asset of VH Easy München comprises a leasehold over Vienna House Easy München hotel located at Nymphenburger Straße 136. 80636 Munich, Germany, with a total space of 3,523 square meters, with a lease term of 10 years and the remaining term of approximately 3 years;
33) 1 share of Vienna House Germany IV GmbH (VHG IV) held by VHG II, with a par value of EUR 25,000 per share, equivalent to 100 percent of the total shares, at a total selling price of not less than EUR 1 (or equivalent to THB 36.33) under the condition that the Company and the subsidiary will no longer be subject to any obligation or guarantee under the relevant agreements with VHG IV. Material assets of VHG IV comprise 1) a leasehold over Vienna House Easy Mo. Stuttgart hotel located at Hauptstraße 26. 70563 Stuttgart, with a total space of 6,868 square meters, with a lease term of 20 years and the remaining term of approximately 10 years; and 2) a leasehold over Vienna House Ernst Leitz Wetzlar hotel located at Am Leitz-Park 8. 35578 Wetzlar, Germany, with a total space of 5,547 square meters, with a lease term of 20 years and the remaining term of approximately 17 years;
34) 1 share of Vienna House Easy Potsdam GmbH (VH Easy Potsdam) held by VHG II, with a par value of EUR 25,000 per share, equivalent to 100 percent of the total shares, at a total selling price of not less than EUR 1 (or equivalent to THB 36.33) under the condition that the Company and the subsidiary will no longer be subject to any obligation or guarantee under the relevant agreements with VH Easy Potsdam. Material asset of VH Easy Potsdam comprises a leasehold over leasehold over Vienna House Easy Potsdam hotel located at Zeppelinstraße 136. 14471 Potsdam, Germany, with a total space of 5,289 square meters, with a lease term of 20 years and the remaining term of approximately 9 years;
35) 1 share of Vienna House Easy Bremen GmbH (VH Easy Bremen) held by VHG II, with a par value of EUR 25,000 per share, equivalent to 100 percent of the total shares, at a total selling price of not less than EUR 1 (or equivalent to THB 36.33) under the condition that the Company and the subsidiary will no longer be subject to any obligation or guarantee under the relevant agreements with VH Easy Bremen. Material assets of VH Easy Bremen comprise 1) a leasehold over Vienna House Easy Bremen hotel located at Breitenweg 28. 28195 Bremen, Germany, with a total space of 1,892 square meters, with a lease term of 20 years and the remaining term of approximately 17 years; and 2) a leasehold over Vienna House Easy Mannheim hotel located in Germany (currently under construction), with a lease term of 25 years (from the date of the hotel’s operation);
36) 4 shares of Vienna House Baden-Baden GmbH (VH Baden-Baden) held by VHG II, with a par value of EUR 6,250 per share, equivalent to 100 percent of the total shares, at a total selling price of not less than EUR 1 (or equivalent to THB 36.33) under the condition that the Company and the subsidiary will no longer be subject to any obligation or guarantee under the relevant agreements with VH Baden-Baden. Material asset of VH Baden-Baden comprises a leasehold over Vienna Townhouse Batschari Baden-Baden hotel located at Mozartstraße 8. 76530 BadenBaden, Germany, with a total space of 3,019 square meters, with a lease term of 10 years and the remaining term of approximately 1 year;
37) 50 shares of Vienna House Schaffhausen GmbH (VH Schaffhausen) held by VHG II, with a par value of CHF 1,000 per share, equivalent to 100 percent of the total shares, at a total selling price of not less than EUR 1 (or equivalent to THB 36.334 ) under the condition that the Company and the subsidiary will no longer be subject to any obligation or guarantee under the relevant agreements with VH Schaffhausen. Material asset of VH Schaffhausen comprises a leasehold over Vienna House zur Bleiche Schaffhausen hotel located at Bleicheplatz 1, 8200 Schaffhausen, Switzerland, with a total space of 7,504 square meters, with a lease term of 20 years and the remaining term of approximately 14 years;
38) Termination of the lease agreement by mutual agreement with the lessor for the leasehold over Vienna House Easy Raunheim hotel in Germany (currently under construction) held by VHE Raunheim Hotelbetriebs GmbH, with a lease term of 20 years (from the date of the hotel’s operation)5 ; and
39) Termination of the lease agreement by mutual agreement with the lessor for the leasehold over Vienna House Easy Wroclaw hotel in Poland (currently under construction) held by VHE Wroclaw Hotel Sp. z o.o., with a lease term of 20 years (from the date of the hotel’s operation).
U is not required to disclose an information memorandum to the Stock Exchange of Thailand, send a circular to the shareholders, seek approval from a shareholders’ meeting, or have an independent financial advisor prepare an opinion on the transaction. However, having viewed that the Disposal Transaction will impact the Company’s asset structure and is expected to incur an accounting loss to the Company in the amount of approximately THB 4,170,000,000, it would be appropriate to inform details of the Disposal Transaction and to seek approval from the shareholders of the Company prior to the entry into the said transaction, the Board of Directors deemed it appropriate to propose that the 2021 Annual General Meeting of Shareholders, which will be held by April 2021, consider and approve the Disposal Transaction whereby the said transaction must be approved with a simple majority vote of the shareholders attending the meeting and casting their votes, excluding the votes casted by interested shareholders from the calculation base.
Additionally, the Company will appoint an independent financial advisor (IFA) to give an opinion on the Disposal Transaction for the shareholders to consider as supporting information. In this regard, the Company will send an information memorandum on the Disposal Transaction and the independent financial advisor’s opinion to the shareholders together with the invitation to the Annual General Meeting of Shareholders.