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09-11-2015, 08:34 AM
http://infopub.sgx.com/Apps?A=COW_CorpAn...9Nov15.pdf
FRASERS CENTREPOINT LIMITED
(Incorporated in the Republic of Singapore)
(Company Registration No. 196300440G)
POTENTIAL STRATEGIC INVESTMENT IN GOLDEN LAND PROPERTY DEVELOPMENT PUBLIC
COMPANY LIMITED
1. INTRODUCTION
1.1 The Board of Directors of Frasers Centrepoint Limited (“FCL”, and together with its subsidiaries,
the “Group”) wishes to announce that the Board has approved a potential strategic investment
(through the subscription of new ordinary shares) (the “Proposed Transaction”) in Golden
Land Property Development Public Company Limited (“Gold”), a public company listed on the
Stock Exchange of Thailand, subject to agreement of terms, and entry into, of a share
subscription agreement (the “Agreement”).
1.2 As at the date of this Announcement, Univentures Public Company Limited (“UV”) holds 55.7%
of the issued share capital of Gold. Adelfos Company Limited, which is owned by Mr. Panote
Sirivadhanabhakdi and Mr. Thapana Sirivadhanabhakdi on a 50:50 basis, is a major
shareholder of UV . Mr. Panote Sirivadhanabhakdi is a director of FCL, and both he and Mr.
Thapana Sirivadhanabhakdi are immediate family members of Mr. Charoen Sirivadhanabhakdi
and Khunying Wanna Sirivadhanabhakdi, who are directors and controlling shareholders of
FCL.
1.3 If FCL and Gold agree on terms of the Agreement, upon completion of the Proposed
Transaction, it is expected that FCL will hold approximately 29.5% of the enlarged issued share
capital of Gold while UV will hold approximately 39.3% of the enlarged issued share capital of
Gold.
2. INFORMATION ON THE TARGET GROUP
The business of Gold and its subsidiaries (the “Target Group”) comprises (a) residential and
commercial property development, and (b) property management and property advisory
services, in Thailand. The Target Group’s residential real estate business focuses mainly on
single/semi-detached housing and townhouse residential projects under the flagship brand of
“Golden”, as well as a few mixed-used commercial and hospitality projects in the central
2
business district of Bangkok, Thailand. Gold intends to apply the proceeds from the Proposed
Transaction to fund new investment and development of residential projects, reduce gearing
and for general corporate funding.
3. CONSIDERATION
3.1 Subject to finalisation of the terms of the Agreement, it is expected that FCL will pay a
consideration (the “Consideration”) of an aggregate amount of Baht 4,971 million (equivalent
to approximately S$196 million1) for the subscription of the new ordinary shares in Gold, at a
subscription price of Baht 7.25 (equivalent to approximately S$0.29) per share. The
subscription price represents a premium of 1.4% to the last closing price of Gold’s shares on 6
November 2015 (being the last trading day prior to the date of this announcement), a premium
of 3.0% and 8.0% to the 30 days2 and 90 days2 volume weighted average price (“VWAP”) of
Gold’s shares, respectively, and a premium of 32.3% to the pro-forma net asset value of Target
Group based on its unaudited consolidated financial statements for the period ended 30 June
2015, post-completion of the Proposed Transaction.
3.2 The Consideration takes into account, among others, a valuation report dated inOctober 2015
prepared by Knight Frank Chartered (Thailand) Company Limited (the “Valuation Report”) and
commissioned by FCL in respect of Gold’s underlying assets. Pursuant to the Valuation Report,
the market value of Gold’s underlying assets is Baht 23,694 million (equivalent to approximately
S$936 million) as at 30 June 2015. FCL expects to fully satisfy the Consideration in cash, which
will be funded by the Group’s internal cash resources and external bank borrowings.
3.3 Based on the unaudited consolidated financial statements of the Target Group for the period
ended 30 June 2015, the book value of the Target Group is approximately Baht 7,767 million
(equivalent to approximately S$307 million). The Proposed Transaction, if completed, is
expected to increase Gold’s book value to Baht 12,738 million (equivalent to approximately
S$503 million).
3.4 The Proposed Transaction is not expected to have any material financial impact on the earnings
per share or NTA per share of the Group.
4. RATIONALE FOR THE TRANSACTION
4.1 FCL is a full-fledged international real estate company and one of Singapore's top property
companies with total assets above S$23 billion as at 30 September 2015. FCL has four core
businesses focused on residential, commercial and hospitality and industrial properties
spanning more than 77 cities across Asia, Australasia, Europe, and the Middle-East. FCL is
listed on the Main Board of the SGX-ST and is the sponsor and manager of two real estate
investment trusts listed on the Main Board of the SGX-ST, Frasers Centrepoint Trust and
Frasers Commercial Trust that are focused on retail properties, and office and business space
properties respectively, and one stapled trust listed on the Main Board of the SGX-ST, Frasers
1 In this Announcement, unless otherwise stated, translations of amounts from the Thai Baht to Singapore dollars have been
made on the basis of S$1 : THB25.3164557 as at 5 November 2015.
2 As at 6 November 2015 from Bloomberg.
3
Hospitality Trust (comprising Frasers Hospitality Real Estate Investment Trust and Frasers
Hospitality Business Trust) that is focused on hospitality properties.
4.2 In December 2014, FCL announced the divestment of its entire 49% shareholding interest in
Riverside Homes Development Co., Ltd (“RHD”) to SMJC Real Estate Co., Ltd, and its entire
40.45% interest in Krungthep Land Public Company Limited (“KLand”) to Gold. RHD is a single
condominium project development joint-venture company in Thailand, having completed a
high-rise residential project called “The Pano” located along Rama III Road, Yannawa District,
Bangkok; whereas KLand is in landed residential development business, focusing in both midincome
and luxury segments. The exit from both companies, allowed FCL to rebalance its
portfolio and seek other investment opportunities or platform in Thailand.
4.3 As stated in paragraph 2 of this Announcement, the Target Group’s business comprises (a)
residential and commercial property development, and (b) property management and property
advisory services, in Thailand. Having examined Gold’s business profile, track record and
management record, the Board considers the Target Group to be complementary to FCL’s
business profile and would present a suitable opportunity for FCL to re-enter the Thai residential
and commercial property markets and leverage on FCL’s controlling shareholders’ strong home
market advantage. In particular, the Target Group’s business profile has a shared philosophy
with FCL, which is to capture the broad base residential market in the mid-income segment and
with a focus on growing recurring income from its commercial property developments. The
Target Group also plans to embark on larger mixed-use projects and to establish a real estate
investment trust (“REIT”) platform. FCL’s international experience and interest in these areas
will complement the Target Group’s long-term growth aspirations.
FRASERS CENTREPOINT LIMITED
(Incorporated in the Republic of Singapore)
(Company Registration No. 196300440G)
POTENTIAL STRATEGIC INVESTMENT IN GOLDEN LAND PROPERTY DEVELOPMENT PUBLIC
COMPANY LIMITED
1. INTRODUCTION
1.1 The Board of Directors of Frasers Centrepoint Limited (“FCL”, and together with its subsidiaries,
the “Group”) wishes to announce that the Board has approved a potential strategic investment
(through the subscription of new ordinary shares) (the “Proposed Transaction”) in Golden
Land Property Development Public Company Limited (“Gold”), a public company listed on the
Stock Exchange of Thailand, subject to agreement of terms, and entry into, of a share
subscription agreement (the “Agreement”).
1.2 As at the date of this Announcement, Univentures Public Company Limited (“UV”) holds 55.7%
of the issued share capital of Gold. Adelfos Company Limited, which is owned by Mr. Panote
Sirivadhanabhakdi and Mr. Thapana Sirivadhanabhakdi on a 50:50 basis, is a major
shareholder of UV . Mr. Panote Sirivadhanabhakdi is a director of FCL, and both he and Mr.
Thapana Sirivadhanabhakdi are immediate family members of Mr. Charoen Sirivadhanabhakdi
and Khunying Wanna Sirivadhanabhakdi, who are directors and controlling shareholders of
FCL.
1.3 If FCL and Gold agree on terms of the Agreement, upon completion of the Proposed
Transaction, it is expected that FCL will hold approximately 29.5% of the enlarged issued share
capital of Gold while UV will hold approximately 39.3% of the enlarged issued share capital of
Gold.
2. INFORMATION ON THE TARGET GROUP
The business of Gold and its subsidiaries (the “Target Group”) comprises (a) residential and
commercial property development, and (b) property management and property advisory
services, in Thailand. The Target Group’s residential real estate business focuses mainly on
single/semi-detached housing and townhouse residential projects under the flagship brand of
“Golden”, as well as a few mixed-used commercial and hospitality projects in the central
2
business district of Bangkok, Thailand. Gold intends to apply the proceeds from the Proposed
Transaction to fund new investment and development of residential projects, reduce gearing
and for general corporate funding.
3. CONSIDERATION
3.1 Subject to finalisation of the terms of the Agreement, it is expected that FCL will pay a
consideration (the “Consideration”) of an aggregate amount of Baht 4,971 million (equivalent
to approximately S$196 million1) for the subscription of the new ordinary shares in Gold, at a
subscription price of Baht 7.25 (equivalent to approximately S$0.29) per share. The
subscription price represents a premium of 1.4% to the last closing price of Gold’s shares on 6
November 2015 (being the last trading day prior to the date of this announcement), a premium
of 3.0% and 8.0% to the 30 days2 and 90 days2 volume weighted average price (“VWAP”) of
Gold’s shares, respectively, and a premium of 32.3% to the pro-forma net asset value of Target
Group based on its unaudited consolidated financial statements for the period ended 30 June
2015, post-completion of the Proposed Transaction.
3.2 The Consideration takes into account, among others, a valuation report dated inOctober 2015
prepared by Knight Frank Chartered (Thailand) Company Limited (the “Valuation Report”) and
commissioned by FCL in respect of Gold’s underlying assets. Pursuant to the Valuation Report,
the market value of Gold’s underlying assets is Baht 23,694 million (equivalent to approximately
S$936 million) as at 30 June 2015. FCL expects to fully satisfy the Consideration in cash, which
will be funded by the Group’s internal cash resources and external bank borrowings.
3.3 Based on the unaudited consolidated financial statements of the Target Group for the period
ended 30 June 2015, the book value of the Target Group is approximately Baht 7,767 million
(equivalent to approximately S$307 million). The Proposed Transaction, if completed, is
expected to increase Gold’s book value to Baht 12,738 million (equivalent to approximately
S$503 million).
3.4 The Proposed Transaction is not expected to have any material financial impact on the earnings
per share or NTA per share of the Group.
4. RATIONALE FOR THE TRANSACTION
4.1 FCL is a full-fledged international real estate company and one of Singapore's top property
companies with total assets above S$23 billion as at 30 September 2015. FCL has four core
businesses focused on residential, commercial and hospitality and industrial properties
spanning more than 77 cities across Asia, Australasia, Europe, and the Middle-East. FCL is
listed on the Main Board of the SGX-ST and is the sponsor and manager of two real estate
investment trusts listed on the Main Board of the SGX-ST, Frasers Centrepoint Trust and
Frasers Commercial Trust that are focused on retail properties, and office and business space
properties respectively, and one stapled trust listed on the Main Board of the SGX-ST, Frasers
1 In this Announcement, unless otherwise stated, translations of amounts from the Thai Baht to Singapore dollars have been
made on the basis of S$1 : THB25.3164557 as at 5 November 2015.
2 As at 6 November 2015 from Bloomberg.
3
Hospitality Trust (comprising Frasers Hospitality Real Estate Investment Trust and Frasers
Hospitality Business Trust) that is focused on hospitality properties.
4.2 In December 2014, FCL announced the divestment of its entire 49% shareholding interest in
Riverside Homes Development Co., Ltd (“RHD”) to SMJC Real Estate Co., Ltd, and its entire
40.45% interest in Krungthep Land Public Company Limited (“KLand”) to Gold. RHD is a single
condominium project development joint-venture company in Thailand, having completed a
high-rise residential project called “The Pano” located along Rama III Road, Yannawa District,
Bangkok; whereas KLand is in landed residential development business, focusing in both midincome
and luxury segments. The exit from both companies, allowed FCL to rebalance its
portfolio and seek other investment opportunities or platform in Thailand.
4.3 As stated in paragraph 2 of this Announcement, the Target Group’s business comprises (a)
residential and commercial property development, and (b) property management and property
advisory services, in Thailand. Having examined Gold’s business profile, track record and
management record, the Board considers the Target Group to be complementary to FCL’s
business profile and would present a suitable opportunity for FCL to re-enter the Thai residential
and commercial property markets and leverage on FCL’s controlling shareholders’ strong home
market advantage. In particular, the Target Group’s business profile has a shared philosophy
with FCL, which is to capture the broad base residential market in the mid-income segment and
with a focus on growing recurring income from its commercial property developments. The
Target Group also plans to embark on larger mixed-use projects and to establish a real estate
investment trust (“REIT”) platform. FCL’s international experience and interest in these areas
will complement the Target Group’s long-term growth aspirations.