Symbol: N-PARK
Headline: Acquisition or Disposal of Assets
Time: 14 Dec 2004 09:45:43
(Translation)
N-Park 1204/2004
December 13, 2004
Re: Acquisition or Disposal of Assets
To: The Shareholder
We, Natural Park Public Company Limited (the "Company") hereby inform you that
the Board of Directors Meeting No.24/2004 on November 29, 2004 resolved as follows:
Subject to the Stock Exchange of Thailand's committee Notification, Re: Disclosure
and Procedure of Listed Companies Regarding Acquisition or Disposal of Assets 2004,
the Company shall have the duty to provide such information to the shareholders and get
approval at the shareholders' meeting. The information according to the schedule 2 is
as follows:
1. Information specified in schedule 1
1.1 Date of transaction: The Company shall proceed the transaction after receiving
approval from the shareholders' meeting.
1.2 Related parties and relationship with listed companies
Purchaser: The Company
Seller: A group of Shareholders of the City Realty Company
Limited led by Mr.Chalee Sophonpanich.
Relationship
between the parties
and listed companies: The Seller is a group of Shareholders of City Realty who
are not connected persons under the notification of the
Stock Exchange of Thailand.
1.3 Nature of
Transaction : The Company accepts the transfer of shares of the City
Realty from a group of Shareholders of City Realty. This
transaction is considered as a Type 1 Transaction under the
Stock Exchange of Thailand's committee Notification, Re:
Disclosure and Procedure of Listed Companies Regarding
Acquisition or Disposal of Assets 2004. The type of
transaction calculated from the financial statement of the
Company as of September 30, 2004 and the financial report
for management of City Realty as of September 30, 2004 as
follows:
1. The value of assets acquired volume of
transaction equals 80.48%
2. The net profit after tax from the normal course of
business volume of transaction is not applicable
due to net loss.
3. The total value of consideration paid volume of
transaction equals 53.33%
4. The value of securities which are issued by the
listed company as consideration for the assets
acquired volume of transaction equals 118.90%
Although, the calculation of transaction volume for the
highest value is 118.90%, the transaction does not
considered as Class 4 transaction or backdoor listing with
the Stock Exchange of Thailand due to the Company has
acquired 135.939 million shares of City Realty or 33.90%
of the paid-up capital of City Realty not all or substantially
all of assets of City Realty.
1.4 Details of acquired
assets : Details of acquired assets are as follows
Name of Owner Detailed of Assets
Assets
Shares of City A group of The paid-up ordinary shares of City Realty totaling
Realty Company Shareholders of 135.939 million shares at the par value of Baht 10 per
Limited City Realty led share.
by Mr.Chalee
Sophonpanich.
1.5 Total value of consideration and payment conditions:
Total value of consideration : Approximately Baht 7,676 million calculated from the weighted average market price of
the shares of the Company in the Stock Exchange of Thailand during the period
of 15 trading days prior to the board of director's meeting date equivalent to Baht 1.01 per share.
Payment method : Full payment shall be made on the date of transaction.
1.6 Value of acquired assets :Approximately Baht 3,167.38 million calculated from book value based on the financial
report for management of City Realty Co., Ltd. as of September 30, 2004 since
the shares of City Realty are not trading in the Stock Exchange of Thailand. However,
the Company will appoint the financial advisor to give the opinion on the fair value of such
shares to the shareholders' meeting
1.7 Method used to determine the value of consideration : Based on negotiation.
1.8 Benefit which the Company will receive from the transaction : To improve the capability in business operation of the Company.
1.9 The sources of funds that using for the acquisition of the assets :Since the Company will issue the new ordinary shares
and allocate them to a group of shareholders of City Realty as consideration
for the acquisition of the City Realty's shares. Therefore the acquisition of
the assets is not in cash. It is not necessary to indicate the sources of funds
for this transaction.
1.10The details of the shares for the shares payment :The group of shareholders of City Realty led by Mr.Chalee Sophonpanich
shall receive new ordinary shares of the Company. The Company
shall issue 7,600 million new ordinary shares and the new shareholders
are entitled to receive the shareholders' right pari passu to the existing shareholders.
1.11 Transaction conditions :Since this transaction is considered a Type 1 Transaction under the Stock Exchange of
Thailand's committee Notification, Re: Disclosure and Procedure of Listed
Companies Regarding Acquisition or Disposal of Asset 2004 which the
Company has to arrange for shareholders' meeting as soon as possible.
1.12 The sending of Notice of Shareholders : Send the Notice of Shareholders to the Stock Exchange of Thailand at least
5 days before sending it to the Shareholders and send it to the shareholders
not less than 14 days prior to Shareholder's Meeting.
Note: The information in this release has been adjusted by updating the financial statements of City Realty from
August 30, 2004 to September 30, 2004. However, the figure regarding volume of transaction is not materially affected.
1.13 Opinion of the Board of Directors
The Board of Directors of the Company opinioned that City Realty is a Company that has high quality and valuable
projects such as the Emporium Tower, Shrewsbury International School located on the riverside of the Chaopraya River to
accommodate 1,500 students, the Riverside Garden Marina an upscale condominium and service apartments on 9.13 rai
riverside land adjacent to the Shrewsbury International school, upscale Bangkok Garden condominium and service apartments
located on Narathivat-Ratchanakarin Road, I-House residential housing develop under City Villa Co., Ltd., a subsidiary
of City Realty, the I-House project is a 8 storey building on 7.49 rai and located behind the RCA building on Rama 9 Road.
Therefore, the investment by New Group of Shareholder, which will be proposed to the shareholders to consider and
approve, should improve the Company's image, assets quality and future business since City Realty is a large reputable
real estate developer with many projects under development that is in-line with the Company policy as a full-range real
estate developer. Moreover, the Group of New Shareholder will purchase convertible debenture at an amount of not less
than Baht 1,500 million, which will definitely increase financial liquidity of the Company.
The Board of Director of the Company has held a meeting on December 13, 2004 to consider the opinion of
the financial advisor (Siam City Securities Co., Ltd.) to give opinion on the price and appropriateness of the transaction.
The Board of Director opinioned the same as of the financial advisor that the new investor will create business and financial
synergy, which will reflect on improvement of reputation and financial status for the Company. Also, the share swap
of 1 share of City Realty to 55.91 share of the Company is considered appropriate.
2. Responsibilities of the directors in regard to information document
We, Mr. Thowthawal Subhavanich and Mr. Paisarn Tangyuenyong. As the authorized directors of the Company,
have reviewed the information document carefully. We thus hereby certify that the statement in the information
document is correct and complete, and is not a false statement; nor does it lead other people to misunderstand or
lack any material data of which they should be informed.
3. Qualifications of the financial advisor giving opinions concerning the fair price and appropriateness of the transaction
3.1 Shareholding and relationship with the financial advisor and listed company
None
3.2 Consent of the financial advisor to propagate its opinions
Siam City Securities Co., Ltd., as the financial advisor, gives consent for the propagation of its opinions.
3.3 Date on which the opinions have been given
December 13, 2004
4. Liabilities
4.1 Total financial instruments
A subsidiary (Natural Real Estate Company Limited) issue of Baht 440 million of 5-year, partially secured, registered,
amortising bonds (maturing on 10 April 2008) for sale to no more than 10 specific investors. The bonds bear interest
at a rate of 5.50% per annum, payable quarterly.
As at September 30, 2004, the subsidiary has the balance of bonds of Baht 416.90 million.
4.2 Term-loans
As of September 30, 2004, term loans were Baht 4,236 million, such loans being secured by the collateral as in item 4.3
4.3 Other types of debts, including bank overdraft
As of September 30, 2004, other debts and bank overdraft and short-term loan amounted Baht 6,818 million
Assets that are secured included land, hotel properties, buildings for rent related leasehold rights and land awaiting development
and have pledged ordinary shares of subsidiary and associated companies to secure loans as follows:
No. of ordinary shares Par value per share
(Million shares) (Baht)
Subsidiary companies
Natural Hotel Sukhumvit Company Limited
(Formerly known as "Richee Center and 2.70 100
Supply Company Limited")
Pacific Assets Public Company Limited 211.74 10
Nai Harn Beach Company Limited 25 10
Baan Taling Ngam Company Limited 8 10
Pacific Meridien Resorts Company Limited 72 10
Pacific Estate Development Limited 60 10
Associated company
Sansiri Public Company Limited 362.72 5
Bangkok Metro Public Company Limited 1,741.71 1
Syntech Construction Public Company Limited 429.14 1
BoA Apartment Property Company Limited 23 10
Pacific Avant Holding Limited 0.62 100
4.4 Contingent liabilities
4.4.1 During the year 2001, a subsidiary Pacific Assets Public Company Limited, as a guarantor, was sued by an asset
management company calling for it to make the payment of principal of Baht 50 million of a loan of a former subsidiary
company. The court of first instance ordered the subsidiary and another guarantor jointly responsible with that former subsidiary,
and to repay principal of approximately Baht 25 million each plus interest at a rate of 10% per annum on the principal from
the year 1998 until the payment is made. The subsidiary has already accrued liabilities as a result of the guarantee amounting to Baht 25 million.
4.4.2 An overseas financial consultancy company requested the Intellectual Property and International Trade Court to issue an order based
on the judgement of an arbitrator in the United Kingdom. The court ordered the subsidiary (Pacific Assets Public Company Limited)
to make payment of advisory fees and related expenses amounting to USD 0.2 million (or approximately Baht 8 million) to the consultant,
plus interest at the rate of 8.15% per annum from 11 October 1999 to 7 March 2001, interest at the rate of 9% per annum
from 8 March 2001 until the payment is made, and legal expenses amounting to GBP 0.24 million (or approximately
Baht 17 million) plus interest at the rate of 9% per annum from 8 March 2001 until the payment is made. The Company
has already accrued liabilities of Baht 20 million. The subsidiary and the consultant have both appealed to the supreme court,
which is currently hearing the case.
4.4.3 During the year 2002, a subsidiary, Pacific Assets Public Company Limited, as guarantor of a Baht 23 million loan to
one company, was sued together with the other guarantors by a commercial bank. In September 2003 the subsidiary, that borrower
and other guarantors entered into a composition with the bank whereby they will accept joint liability for the above amount and repay
the debt and interest in installments, within August 2006. Currently the debtor company is proceeding in accordance with the
composition agreement.
5. Nature of business operations and financial information
5.1 Nature of business operations and business trend
Natural Park Public Company Limited is engaged in the business of real estate development for rent, service and sales.
Established on 23 June 1988, initially, the Company focused exclusively on development of property for rent.
The scope of work later expanded to include a luxurious apartment project in Soi Sukhumvit 49, catering to foreign business
executives. Since its inception, the Company involved in a variety of projects, for instance, apartment for rent, a dental hospital,
luxurious hotel, golf courses, condominiums, and housing estates.
In 2000, the Company filed a petition for business rehabilitation with the Central Bankruptcy Court and the Court issued
a rehabilitation order. The Company succeeded in fulfilling the conditions stipulated in the Rehabilitation Plan. The Plan
Administration, therefore, on 13 February 2003, the Central Bankruptcy Court ordered the termination of the rehabilitation.
Following the termination of its rehabilitation, the Company laid out a new business policy, with the ultimate goal of becoming
a full-range real estate developer to respond to all forms of consumer requirements. In addition, the Company also redirected
its operation goals towards sustainable growth, by balancing out its sources of income generation into two channels as follows.
- Sustainable income, which accounts for 60% of the total revenue, is generated from a continuous stream of income from
sources such as hotels, serviced apartments, and office building, to ensure that the income risk remains at an acceptable level
when the market condition becomes unfavorable.
- Sales income, which accounts for 40% of the total revenue, is generated from single detached housing projects, townhouses,
and condominiums. These projects would serve as sources to increase income during the times of economic upturn.
Since January 2003, the Company made investments in Sansiri Public Company Limited, Syntech Construction Public Company
Limited, Pacific Assets Public Company Limited, Finansa Public Company Limited, and Bangkok Metro Public Company Limited,
holding, 24.61%, 26.82%, 63.40%, 18 % and 24.71% of their registered capital respectively. There are long-term investments
at significant proportions aiming to achieve synergy among its allies and to fully mobilize the competitive potential of each company,
so that the group will become a network of full-range real estate developers.
5.2 Financial Information and risk factors which may affect the Company's profit for the current year
5.2.1 Financial Information
Financial Statements as of September 30, 2004
Balance Sheets
(Unit: Thousand Baht)
CONSOLIDATED THE COMPANY ONLY
30 September 2004 31 December 2003 30 September 2004 31 December 2003
(Unaudited (Audited) (Unaudited (Audited)
but reviewed) (Restated) but reviewed)
ASSETS
Current assets
Cash and cash equivalents 248,844 1,906,391 132,829 1,812,926
Current investments
Fixed deposit 871 - - -
Promissory note - net - 180,000 - 180,000
Bill of exchange - net - 19,773 - 19,773
Trade accounts receivable - net 61,323 80,321 2,833 5,197
Amount due from related parties - net 39,008 3,472 4,145 2,763
Short-term loans to related parties and interest receivable
Subsidiary companies - - 1,909,778 620,280
Associated companies 86,252 76,922 86,252 76,922
Inventories 24,221 17,676 - -
Deposit for share purchase - 550,000 - 550,000
Advances to subcontractors - net 2,244 2,244 2,244 2,244
Other current assets - net 176,837 134,331 53,159 23,135
Total current assets 639,600 2,971,130 2,191,240 3,293,240
Non-current assets
Restricted deposit at financial institution 52,635 68,826 44,055 65,001
Investments accounted for under equity method
Subsidiary companies - - 3,701,658 2,549,199
Associated companies 4,471,236 3,540,412 5,088,664 4,353,438
Other long-term investments - net 746,139 209,331 745,069 208,123
Long-term loans to related party and interest receivable - 13,177 - -
Property, plant and equipment - net 4,575,564 3,407,774 199,562 196,920
Construction in progress 1,003,649 76,727 - -
Leasehold right of land and building - net 1,528,621 1,520,571 - -
Excess of cost over net book value 1,577,667 1,895,957 - -
Negative goodwill (136,407) - - -
Other non-current assets
Land awaiting development 1,611,322 607,401 - -
Withholding income tax 39,657 3,500 4,236 3,091
Deposits and other guarantee 33,897 22,617 2,426 2,862
Total non-current assets 15,503,980 11,366,293 9,785,670 7,378,634
TOTAL ASSETS 16,143,580 14,337,423 11,976,910 10,671,874
Balance Sheets (Continued)
(Unit: Thousand Baht)
CONSOLIDATED THE COMPANY ONLY
30 September 2004 31 December 2003 30 September 2004 31 December 2003
(Unaudited (Audited) (Unaudited (Audited)
but reviewed) (Restated) but reviewed)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Bank overdrafts and short-term loans from financial institutions 2,891,051 915,559 2,117,065 98,625
Accounts payable - trade 74,412 77,421 7,984 17,110
Accounts payable - construction 72,347 15,306 - -
Amount due to related parties 419,672 10,292 4,762 850
Current portion of payables under finance lease agreements 1,521 - - -
Current portion of debentures 40,700 26,400 - -
Current portion of long-term loans 500,293 437,711 257,860 257,860
Short-term loans from related parties and accrued interest
Subsidiary company - - 378,407 327,193
Associated company 122,047 300,690 - -
Deposits and advances received from customers 22,253 26,352 15,542 23,031
Other current liabilities 236,228 217,339 33,910 19,673
Total current liabilities 4,380,524 2,027,070 2,815,530 744,342
Non-current liabilities
Deposits and advance rentals 85,361 78,794 - -
Payables under finance lease agreements - net of current portion 2,188 - - -
Debentures - net of current portion 376,200 407,000 - -
Long-term loans - net of current portion 3,736,067 3,497,750 2,256,140 2,256,140
Total non-current liabilities 4,199,816 3,983,544 2,256,140 2,256,140
Total liabilities 8,580,340 6,010,614 5,071,670 3,000,482
Balance Sheets (Continued)
(Unit: Thousand Baht)
CONSOLIDATED THE COMPANY ONLY
30 September 2004 31 December 2003 30 September 2004 31 December 2003
(Unaudited (Audited) (Unaudited (Audited)
but reviewed) (Restated) but reviewed)
Shareholders' equity
Share capital
Authorised share capital
9,546,201,812 ordinary shares of Baht 10 each
(2003: 8,057,160,000 ordinary shares of Baht 100 each) 95,462,018 805,716,000 95,462,018 805,716,000
Issued and paid up
8,057,160,000 ordinary shares of Baht 10 each
(2003: 8,057,160,000 ordinary shares of Baht 100 each) 80,571,600 805,716,000 80,571,600 805,716,000
Discount on ordinary shares (72,495,728) (797,640,128) (72,495,728) (797,640,128)
Currency translation differences 6,175 - 6,175 -
Unrealised gain (loss) on available-for-sale securities (225,225) 8,569 (225,225) 8,569
Deficit (951,582) (413,049) (951,582) (413,049)
Total equity attributable to Company's shareholders 6,905,240 7,671,392 6,905,240 7,671,392
Minority interest - Equity attributable to minority
shareholders of subsidiaries 658,000 655,417 - -
Total shareholders' equity 7,563,240 8,326,809 6,905,240 7,671,392
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 16,143,580 14,337,423 11,976,910 10,671,874
Statements Of Earnings
For The Nine Month Periods Ended 30 September 2004 And 2003
(Unit: Thousand Baht)
CONSOLIDATED THE COMPANY ONLY
2004 2003 2004 2003
Revenues
Rental and related services income 387,254 117,186 59,304 74,949
Revenue from hotel business 410,297 - - -
Revenue from club operations 37,722 - - -
Revenue from restaurant business 37,178 - - -
Management fee income 9,994 - - -
Gain on disposal of subsidiary company - 250,194 - 250,194
Gain on sale of leasehold right of land and building and
serviced apartment business - 63,021 - 63,021
Interest income 14,035 - 13,915 -
Other income 26,782 25,330 19,244 1,985
Share of profits from investments under equity method 128,767 116,497 78,800 94,374
Total revenue 1,052,029 572,228 171,263 484,523
Expenses
Cost and related expenses of rental and services 383,176 88,588 30,898 32,263
Cost of hotel business 305,584 - - -
Cost of club operations 39,457 - - -
Cost of restaurant business 14,172 - - -
Selling and administrative expenses 340,712 80,096 184,044 54,363
Director's remuneration 1,800 - 1,800 -
Bad debts and doubtful accounts 285,889 495,178 285,889 495,178
Interest income from related parties (289,305) (486,421) (319,640) (496,638)
Share of loss from investments under equity method 207,828 25,746 345,782 42,292
Total expenses 1,289,313 203,187 528,773 127,458
Earnings (loss) before interest and income tax expenses (237,284) 369,041 (357,510) 357,065
Interest expenses (250,791) (23,711) (181,023) (11,735)
Corporate income tax (35,548) - - -
Earnings (loss) from normal operations (523,623) 345,330 (538,533) 345,330
Extraordinary item
Gain on early settlement of liabilities under rehabiliation plan - 90,193 - 90,193
Earnings (loss) after extraordinary item (523,623) 435,523 (538,533) 435,523
Earnings attributable to minority interest (14,910) - - -
Net earnings (loss) for the period (538,533) 435,523 (538,533) 435,523
(Unit: Baht)
Basic earnings (loss) per share
Earnings (loss) from normal operation (0.07) 0.01 (0.07) 0.01
Extraordinary item - - - -
Net earnings (loss) (0.07) 0.01 (0.07) 0.01
Weighted average number of ordinary shares, with a par value
of Baht 10 each (Million shares) 8,057 28,180 8,057 28,180
5.2.2 Risk factor
1. Financial risk
Since the new project developments need fund for investment, in case that the company does not have enough money to
complete the project on time. The company may consider lending more money from financial institution.
2. Dividend payment risk
As of 30 September 2004, the Company has deficit in the amount of Baht 951.58 million due to the tremendous loss
since 1997 to the end of 2001 in the amount of Baht 18,180.72 million. However, for the past year 2002, the company
has decreased its registered share capital in the amount of Baht 3,761.13 million by transferring the excess on ordinary share
of Baht 1,732.64 million and legal reserve of 36.63 million to eliminate deficit. In addition, the company has gain on early
settlement of liabilities under rehabiliation plan in the amount of Baht 12,329.24 million and in year 2003, the company has
profit of Baht 352.82 million which reduce the deficit to Baht 951.58 million. That is the reason that the company has no
capability to pay dividend to shareholders under the law and the shareholders have risk for not receiving dividend as stated in the policy.
3. Interest rate risk
The interest rate risk is the risk that future movements in market interest rates will affect the results of the Company and its subsidiaries'
operations and their cash flows. The Company and its subsidiaries' exposure to interest rate risk relates primarily to their deposits with
financial institutions, long-term trade accounts receivable, bank overdrafts and loans. The Company and its subsidiaries do not use
derivative financial instruments to hedge such risk.
4. Credit Risk
The Company and its subsidiaries are exposed to credit risk primarily with respect to trade accounts receivable from the hotel, space rental,
and property development businesses. However, due to the large number and diversity of the entities comprising the Company and its
subsidiaries' customer base, the Company and its subsidiaries do not anticipate material losses from debt collection.
5.3 Financial forecasting for the current year (if any)
None
6. Material cases or claims
None
7. Information concerning the executives
As of 30 September 2004, details on the Board of Directors are as follows:
Name Position
1. M.R. Kasemsamosorn Kasemsri Chairman
2. Mr. Sakthip Krairiksh Director
3. Mr. Weerawong Chittmittrapap Director and Chairman of Audit Committee
4. Mr. Thavisakdi Tanta-Nanta Director and Audit Committee
5. Mr. Peerapong Thungkasemwathana Director and Audit Committee
6. Mr. Sermsin Samalapa President and Chief Executive Officer
7. Mr. Paisarn Tangyuenyong Director and Chief Construction Officer
8. Mr. Thowthawal Subhavanich Director and Chief Financial Officer
The name and number of directors who can sign to bind N-Park are Mr. Sermsin Samalapa,
Mr. Paisarn Tangyuenyong and Mr. Thowthawal Subhavanich any two of these three directors can sign jointly
to bind N-Park and affixing N-Park seal.
8. Connected transactions
The Company has the connected transaction as stated in the Review Financial Statement as of September 30, 2004 as follows;
8.1 Amounts due from related companies and amounts due to related companies
(Unit: Thousand Baht)
As of 30 September 2004
Amounts due from related companies:
Subsidiary company
Natural Real Estate Co., Ltd -
Associated companies
Sansiri Public Co., Ltd. 2,054
Boa Apartment Property Fund -
Syntec Construction Plc. -
Related companies
The Natural Place Tower Ltd. 68,689
Sathorn Office Park Co., Ltd. 3,686
Natural Park Hill Golf Club Co., Ltd. 132
Total 74,561
Less: Allowance for doubtful accounts (70,416)
Net 4,145
Amounts due to related companies:
Subsidiary company
Natural Real Estate Co., Ltd. 4,762
Associated companies
Boa Apartment Property Fund -
Syntec Construction Plc. -
Related companies
Relax Beach Ltd. -
The Natural Place Tower Ltd. -
Total 4,762
8.2 Loans to related parties and interest receivable
(Unit: Thousand Baht)
As of 30 September 2004
Subsidiary companies
Park Opera Co. Ltd. 69,870
Natural Club Ltd. 2,630
Natural Venture Co., Ltd. 430,710
Natural Park Ville Co. Ltd. 69,831
Delux Origin Co. Ltd. -
Richee Property Management Co., Ltd. 14,520
Natural Hotel Siam Co., Ltd. 366,112
Pacific Assets PCL. 25,039
Modern Project Co., Ltd. 506,884
Natural Hotel Sukhumvit Co., Ltd. 115,100
Kyoto Resorts YK Co., Ltd. 264,632
Park Cuisine Co., Ltd. 36,900
Hotel Panwa Co., Ltd. 7,570
Total 1,909,778
Consist of
Loan 1,909,450
Interest Receivable 3,328
Total 1,909,778
Associated company
Siri Phuket Co., Ltd. 86,252
Total 86,252
Consist of
Loan 80,948
Interest Receivable 5,304
Total 86,252
Related companies
The Natural Place Tower Limited 1,644,178
Sathorn Office Park Company Limited 71,861
Chatnarong Company Limited 1,897,430
M&C Property Service Company Limited 6,480,501
Nom Anant Company Limited 713,063
Panya Holding Company Limited 1,744,957
Total 12,551,990
Less: Allowance for doubtful accounts (12,551,990)
Net - .
8.3 loans from related parties and interest payable
(Unit: Thousand Baht)
As of 30 September 2004
Subsidiary companies
Natural Real Estate Co., Ltd. 256,901
Natural Hotel Sukhumvit Co., Ltd. 118,025
Delux Origin Co. Ltd. 3,481
Total 378,407
Consist of
Loan 369,293
Interest payable 9,114
Total 378,407
9. Significant agreements during the past two years
Significant agreements made during the past two years are:
9.1 the agreement to construct and lease a building on land of the Crown Property Bureau and the BoA Apartment Property Fund One
9.2 the lease agreements covering the land where its buildings are situated
9.3 a subsidiary, Natural Park Ville Company Limited has the commitments under a property management agreement with BoA
Apartment Property Fund One it has guaranteed minimum revenue
9.4 a subsidiary, Natural Real Estate Company Limited has the commitment under leasehold of land and office building agreement
9.5 a subsidiary, Natural Real Estate Company Limited has the commitment under license agreement for the use of name, trade-mark
and brand name. The Company has to pay a fee at a percentage of revenue when the hotel commences operation.
9.6 a subsidiary, Park Opera Company Limited, entered into a Memorandum of Understanding to lease part of the space in
the "Siam Paragon Trade Center" and an agreement to reserve these rights.
9.7 a subsidiary, Natural Hotel Siam Company Limited, entered into an agreement to sub-lease land for development and
construction of a hotel and serviced apartment buildings for lease project
9.8 a subsidiary, Natural Hotel Siam Company Limited, has commitments in respect of loan credit facilities with financial
institution amounting to approximately Baht 2,020 million and USD 0.4 million.
9.9 a subsidiary, Natural Hotel Sukhumvit Company Limited, has commitments in respect of loan credit facilities with financial
institution amounting to Baht 1,765 million.
9.10 a subsidiary, Park Cuisine Company Limited, has entered in to lease agreements which engage in the business activities
of a restaurant and related activities
9.11 a subsidiary, Park Cuisine Company Limited, has entered in to trademark licensing and technical assistance agreement.
9.12 a subsidiary, Park Gourmet Company Limited, has commitments in respect of agreements to transfer the assets of two restaurants.
9.13 a subsidiary, Park Gourmet Company Limited, has entered into restaurant management agreement.
10. Opinion of the financial advisor concerning the fair price and sensibility of transactions
The Company will send the opinion of the financial advisor together with the invitation letter to the shareholders for further consideration.
Please be informed accordingly.
Sincerely yours,
-SIGN-
(Mr.Thowthawal Subhavanich)
Chief Financial Officer