Notification of Allocation and Documentation on Subscription ......2015/05/28 · 7. Map of Share...

(Translation)

Notification of Allocation

and Documentation on Subscription of Ordinary Shares to be

Offered to Existing Shareholders

of

Singha Estate Public Company Limited

Between 8 June 2015 and 12 June 2015

(Translation)

Date 28 May 2015 Subject: Notification of the entitlement to subscribe to newly issued ordinary shares of Singha Estate Public

Company Limited Attention: Shareholders Singha Estate Public Company Limited (“Company”) Enclosure: 1. Information Memorandum on the Allocation of Newly Issued Ordinary Shares for existing

shareholders in the proportion of their respective shareholdings (Rights Offering) 2. Subscription Form for Newly Issued Ordinary Shares of Singha Estate Public Company

Limited 3. Certificate of Subscription Entitlement for Newly Issued Ordinary Shares issued by

Thailand Securities Depository Company Limited (“TSD”) 4. Power of Attorney 5. Bill Payment Deposit Form of Siam Commercial Bank Public Company Limited 6. Supplementary documents to the subscription exclusively for a person who wishes to

deposit the securities into the issuer account 7. Map of Share Subscription Venue

Reference is made to the fact that 2015 Annual General Meeting of Shareholders held on April 22, 2015 has approved the increase of the Company’s registered capital by Baht 2,635,940,054, from the existing registered capital of Baht 4,712,350,732 to the total registered capital of Baht 7,348,290,786 by issuing 2,635,940,054 newly issued ordinary shares, with a par value of Baht 1 per share, to be allocated

(1) To specific persons (Private Placement) as payment for the ordinary shares of Nirvana Development Co.,Ltd.

(2) To the existing shareholders in the proportion of shareholding (Rights Offering) and (3) To be reserved for the exercise of warrants to purchase ordinary shares of the Company (in (2)) where the Annual General Meeting of Shareholders authorized the Board of Directors and/or Managing

Director and/or their designated person to determine details for the allocation of such newly issued ordinary shares.

Pursuant to the 2015 Annual General Meeting of Shareholders, the Company will allocate the newly issued ordinary shares in the amount of not exceeding 816,476,754 shares to the existing shareholders of the

(Translation)

Company in proportion to their respective shareholdings (Rights Offering) at the ratio of 6 existing shares for 1 new share (whereby any fraction of newly issued ordinary shares shall be discarded) at the offering price of THB 3 per share. In this regard, the shareholders have the right to subscribe for newly issued ordinary shares in excess of their right per the ratio specified above (oversubscription) provided, such right may be exercised for no more than 100 percent of the number of shares held by each shareholder. The existing shareholders who subscribe for shares in excess of their right will receive an allocation of such shares only when there are shares remaining after complete allocation to all of the existing shareholders who subscribe for shares under their rights. Furthermore, the existing shareholders who subscribed for and made subscription payment for newly issued ordinary shares of the Company will receive the warrant to purchase newly issued ordinary shares of the Company, at the ratio of 1 allocated newly issued ordinary share to 2 warrants unit free of charge. In this regard, 1 unit of warrants to purchase newly issued ordinary shares of the Company can be exercised to purchase 1 newly issued ordinary share and the exercise price is Baht 15 per new ordinary share (subject to change in accordance with the conditions of the rights adjustment).

The Company would like to notify you of your subscription entitlement to the Company’s newly issued ordinary shares as per the number indicated in the Certification of Subscription Entitlement (Enclosure 3). The procedures for share subscription and payment are set out in Information Memorandum on the Allocation of Newly Issued Ordinary Shares (Enclosure 1)

Please be informed accordingly.

Respectfully Yours,

Signed _____- Mr. Naris Cheyklin -____________ (Mr. Naris Cheyklin)

Chief Executive Officer Singha Estate Public Company Limited

(Translation) Singha Estate Public Company Limited

Part 1 Page 1

Part 1 Information Regarding Shares Allocation

1. Date month year and number of the Board of Directors’ meeting and Shareholders’ Meeting that pass

resolution approving the allocation of newly issued ordinary shares The Board of Directors’ meeting No.1/2015, held on 27 February 2015 The Shareholders’ Meeting 2015 Annual General Meeting of Shareholders,

held on 22 April 2015

2. Detail of Shares Allocation Ordinary Shares Type of shares : Newly issued ordinary shares Paid-up Capital before Capital Increase

: THB 4,898,860,524, with the par value of THB 1 per share

Capital Increase : THB 816,476,754, with the par value of THB 1 per share Paid-up Capital after Capital Increase (in case of full subscription)

: THB 5,715,337,278, with the par value of THB 1 per share

Number of Shares to be Allotted

: Not exceeding 816,476,754, with the par value of THB 1 per share

Offering Price : THB 3.00 Subscription Ratio : 6 existing ordinary shares being entitled to subscribe for 1 newly issued

ordinary share Allocation Method : The Company will allocate newly issued ordinary shares to the existing

shareholders of the Company in proportion to their respective shareholdings (Rights Offering), at the offering price of THB 3.00 per share and at the ratio of 6 existing ordinary shares being entitled to subscribe for 1 newly issued ordinary share (any fraction of a share shall be disregarded) For the calculation of the right of each shareholder to subscribe for the newly issued ordinary shares, if there is a fraction of the newly issued ordinary share resulting from the calculation pursuant to the newly issued ordinary shares allocation ratio for each shareholder, the Company will disregard such fraction in total. For example, if a shareholder holds 100 shares, after the calculation pursuant to the newly issued ordinary shares

Enclosure 1


Part 1 Page 2

allocation ratio, the number of shares allocated to such shareholder will be 16.67 shares (100 divided by 6). In this case, the Company will disregard the fraction (0.67), and such shareholder will be entitled to subscribe for 16 newly issued ordinary shares.

Method for Fractions : Any fraction of a share shall be disregarded. Such fraction shall be added to the newly issued ordinary shares remaining unsubscribed from the Rights Offering. The remaining unsubscribed shares will be re-allocated to every shareholder which has oversubscribed the shares, whereby each round of reallocation will be made accordingly in proportion to shareholding of each oversubscribing shareholder until there are inadequate newly issued ordinary shares remaining unsubscribed for allocating to the existing shareholders in proportion to their respective shareholdings and in the case where there are shares remaining from the allocation to the existing shareholders above, the Company will allocate such remaining newly issued ordinary shares to specific persons in accordance with the definition prescribed in the Notification ThorJor. 28/2551. The persons in the private placement must not be connected parties of the Company according to Notification of the Capital Market Supervisory Board No. Tor Chor 21/2551 Re: Rules on Connected Transactions and Notification of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions B.E. 2546. (as amended) The price of the newly issued shares offered to the specific persons shall not be less than 90 percent of the market price. The market price will be set in accordance with the rules in the Notification ThorJor. 28/2551 and the Notification of the Office of the Securities and Exchange Commission No. SorJor. 39/2551 re: Calculation of Offer Price of Securities and Determination of Market Price for Consideration of Offer for Sale of Newly Issued Shares with Discount. However, the price of the newly issued shares offered to the specific persons shall not be lower than the Rights Offering price.

Warrants to Purchase Newly Issued Ordinary Shares of the Company (“Warrants”) Name : Warrants for the purchase of newly issued ordinary shares

of Singha Estate Public Company Limited No. 1 (S-W1),


Part 1 Page 3

Type : Specified name of the holder and transferrable. Maturity : Not exceeding 4 years and 2 months from the date of

issuance and offering of Warrants Number of the Warrants to be issued and offered

: Not exceeding 1,632,953,508 units

Number of shares issued and reserved for exercising right of the Warrants

: Not exceeding 1,632,953,508 shares

Price per unit : THB 0.00 Exercise Price : Baht 15 per new ordinary share (subject to change in accordance with the

conditions of the rights adjustment) Offering Ratio : 1 unit of the allocated newly issued ordinary share to 2 units of the Warrants Offering/allocation method

: The Company will allocate the Warrants to the existing shareholders who have subscribed and paid for the subscription price of the Rights Offering shares at the ratio of 1 unit of the allocated newly issued ordinary share to 2 units of the Warrants. In the event there remain Warrants which are not allocated as above, the Company shall cancel such remaining Warrants, resulting in number of outstanding Warrants equal to those allocated to the shareholders.

Exercise Ratio : 1 unit of Warrants to 1 newly issued ordinary share (subject to change in accordance with the conditions of the rights adjustment)

Conditions and exercise period

: Warrant holders who may not be the existing shareholders of the Company shall exercise their rights on the following days: First Exercise Date: 15 January 2018 Second Exercise Date: 16 July 2018 Third Exercise Date: 15 January 2019 Forth Exercise Date: 15 July 2019

The first exercise date : 15 January 2018 The last exercise date : 15 July 2019 (If such date falls on a non-business day of the Stock of

Exchange of Thailand, the Warrants shall be exercised on the last business day immediately preceding the maturity date.)

Secondary market of the Warrants

: The Stock Exchange of Thailand


Part 1 Page 4

Secondary market of the newly issued ordinary shares as a result of the exercise of the Warrants

: The Stock Exchange of Thailand

3. The Record Date to Determine the List of the Company’s Shareholders Entitled to Subscribe for the

Newly Issued Ordinary Shares under the Rights Offering 18 May 2015

4. The Shareholders Registry Book Closure Date to Compile the List of Shareholders Entitled to Subscribe for the Newly Issued Ordinary Shares under the Rights Offering Pursuant to Section 225 of the Securities and Exchange Act 19 May 2015

5. Allocation of the newly issued ordinary shares

With respect to allocation of newly issued ordinary shares to the existing shareholders in the proportion of shareholding, the shareholders have the right to subscribe for newly issued ordinary shares in excess of their right per the ratio specified above (oversubscription) provided, such right may be exercised for no more than 100 percent of the number of shares held by each shareholder. The existing shareholders who subscribe for shares in excess of their right will receive an allocation of such shares only when there are shares remaining after complete allocation to all of the existing shareholders who subscribe for shares under their right. The rules on oversubscription of newly issued ordinary shares are as follows. In the event that the number of remaining newly issued shares is greater than the number of oversubscribed shares The Company will allocate shares to the shareholders who express their wish to oversubscribe for shares and made the subscription payment for all shares per the number of shares for which they express their wish to oversubscribe. In the event that the number of remaining newly issued shares is less than the number of oversubscribed shares (a) Each shareholder who oversubscribes will receive an allocation in the proportion of his/her existing

shareholding (the fractions of shares shall be rounded off). The number of shares to be allocated will not be more than the number of shares subscribed and for which subscription payment has been made by each shareholder.


Part 1 Page 5

(b) In the event that shares still remain after the allocation in (a), they shall be allocated to each person who oversubscribes and has not received complete allocation per the proportion of his/her existing shareholding (the fractions of shares shall be rounded off). The number of share to be allocated will not be more than the number of shares subscribed and for which subscription payment has been made by each shareholder. The allocation of shares to the over subscribers in accordance with the means in (b) shall be carried on until no shares remain from the allocation.

The allocation of oversubscribed shares per the details above in any case shall not enable any oversubscription shareholders to hold the Company’s shares in an increasing nature reaching or crossing the point where a tender offer must be made, as prescribed in 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, or in violation of the foreign limit as specified in the Company’s Articles of Association, which currently allows foreigners to hold no more than 39 percent of all issued shares of the Company. In the case where there are shares remaining from the allocation to the existing shareholders above, the Company will allocate such remaining newly issued ordinary shares to specific persons (the “Offer for Sale of Newly Issued Shares to Specific Persons”) in accordance with the definition prescribed in the Notification ThorJor. 28/2551. The persons in the private placement must not be connected parties of the Company. The price of the newly issued shares offered to the specific persons shall not be less than 90 percent of the market price. The market price will be set in accordance with the rules in the Notification ThorJor. 28/2551 and the Notification of the Office of the Securities and Exchange Commission No. SorJor. 39/2551 re: Calculation of Offer Price of Securities and Determination of Market Price for Consideration of Offer for Sale of Newly Issued Shares with Discount. However, the price of the newly issued shares offered to the specific persons shall not be lower than the Rights Offering price.

6. Subscription and Payment Method 6.1 Subscription Period Between 8-12 June 2015 (5 business days in total) between 9.00 am – 16.00 pm (lunch break

12.30 pm – 13.30 pm) 6.2 Venue for Subscription

The shareholders who wish to subscribe for newly issued ordinary shares shall submit the subscription documents subscription agent of the Company (“Subscription Agent”)


Part 1 Page 6

Maybank Kim Eng Securities (Thailand) Public Company Limited Head Office (Postal service is not accepted) Investment Banking Department 999/9, 20th Floor, The Offices at Central World, Rama 1 Rd., Pathumwan, Bangkok, 10330 Tel. 0-2658-6300 ext. 1711 Shareholders whose shares are kept in scripless system can contact securities companies which the shareholders have a securities trading account and the Company’s ordinary shares are deposited in order for the securities companies to collect and submit relevant documents to Maybank Kim Eng Securities (Thailand) Public Company Limited, the Subscription Agent for the newly issued ordinary shares at the venue for subscription as specified above.

6.3 Method of Subscription and Payment Shareholders can subscribe for the newly issued ordinary shares of the Company on the date, the time, and venue as specified in Clause 6.1 and 6.2 above. Shareholders who wish to subscribe for the newly issued ordinary shares of the Company must correctly, completely, and clearly fill in the subscription details in the Subscription Form for Newly Issued Ordinary Shares of the Company. Shareholders who wish to subscribe for the newly issued ordinary shares must submit the documents required for the subscription and the subscription payment must be made one time in full amount on the date of subscription. Methods of the subscription payment are provided below. The Company does not accept any documents required for the subscription via postal service and any subscription payment in cash. 6.3.1 Money transfer via Bill-Payment System (for cash transfer only)

(a) deposit/transfer via Bill Payment ONLY: “Maybank Kim Eng Securities (Thailand) Public Company Limited for subscription 2” (b) One time of deposit/transfer per one Subscription Form for the case of subscription

of newly issued shares according to the entitlement, less than the entitlement, and in excess of the entitlement.

(c) Shareholders must use Bill-Payment Depository Form (Enclosure 5) and must clearly, correctly, completely fill out the information including Ref.1 is Shareholder Identification number (13 digits), Ref.2 is Shareholder Reference number (10 digits) (as shown in the Certificate of Entitlement (Enclosure 3)) and telephone number. After completing the detail on the Bill Payment Deposit Form, shareholders must make


Part 1 Page 7

payment via any bank counters of Siam Commercial Bank Public Company Limited only.

(d) Payment period by money transfer via Bill Payment System only (for cash transfer only):

From 9.00 hours on 8 June 2015 to 16.00 hours on 12 June 2015 (office hour of the bank)

Subscription period and document submission period for the payment by money transfer via Bill Payment System only (for cash transfer only):

From 8 – 12 June 2015 (5 business days in total) between 9.00 hours – 16.00 hours (lunch break from 12.30 hours – 13.30 hours)

6.3.2 Deposit/transfer by cheque or cashier’s cheque or draft via Bill Payment System (a) Cheque or cashier’s cheque or draft must be crossed and made payable to “Maybank Kim Eng Securities (Thailand) Public Company Limited for subscription 2” And dated no later than June 10, 2015 and shall be collectible from a clearing house

in Bangkok within 1 business day only, together with a completed Bill Payment Depository Form

(b) 1 cheque or 1 cashier’s cheque or 1 draft per 1 Subscription Form for the case of subscription of newly issued ordinary shares according to the entitlement, less than the entitlement, and in excess of the entitlement.

(c) Please indicate the Shareholder’s Reference Number (as specified in the Certificate of Subscription Entitlement for New Ordinary Shares (Enclosure 3)) first name and last name and contact telephone number on the back of the cheque or cashier’s cheque or draft.

(d) Shareholders must use Bill-Payment Depository Form (Enclosure 5) and must clearly, correctly, completely fill out the information including Ref.1 is Shareholder Identification number (13 digits), Ref.2 is Shareholder Reference number (10 digits) (as shown in the Certificate of Entitlement (Enclosure 3)) and telephone number. After completing the detail on the Bill Payment Deposit Form, shareholders must make payment via any bank counters of Siam Commercial Bank Public Company Limited only.

(e) Payment period by cheque or cashier’s cheque or draft (Including deposit/transfer by cheque or cashier’s cheque or draft via Bill Payment System):

From 9.00 hours on 8 June 2015 to 11.00 hours on 10 June 2015 (office hour of the bank)


Part 1 Page 8

Subscription period and document submission period required for the payment by cheque or cashier’s cheque or draft (Including deposit/transfer by cheque or cashier’s cheque or draft via Bill Payment System):

From 8 – 9 June 2015 between 9.00 hours – 16.00 hours (lunch break from 12.30 hours – 13.30 hours) and 10 June 2015 between 9.00 hours – 11.00 hours

The Company does not accept any subscription payment made by cheque or cashier’s cheque or draft via postal service.

6.3.3 Payment made by wire transfer (Only shareholder who has the account with Subscription Agent)

Payment made by wire transfer can be done by making a debit to the bank account through the Subscription Agent’s teller counters (whereby the Subscription Agent will only accept the money transferred from the accounts that are opened with them)

From 8 – 12 June 2015 (5 business days in total) between 9.00 hours – 16.00 hours (lunch break from 12.30 hours – 13.30 hours)

6.3.4 Shareholders must present all relevant documents such as the Subscription Form for Newly Issued Ordinary Share of the Company together with an evidence of payment, the Certificate of Subscription Entitlement for New Ordinary Share and the document required for the subscription of the newly issued ordinary shares specified in Clause 6.4 to confirm the subscription and payment of the newly issued ordinary shares.

The documents required for the subscription of the newly issued ordinary shares of the Company must reach the venue for subscription as specified in Clause 6.2 no later than the specified period as follows:

- In the case of money transfer via Bill Payment (for cash transfer only), must be no later than 16.00 hours of 12 June 2015

- In the case of deposit/transfer by cheque or cashier’s cheque or draft via Bill Payment System, must be no later than 11.00 hours of 10 June 2015

- In the case of Payment made by wire transfer (Only shareholder who has the account with Subscription Agent), must be no later than 16.00 hours of 12 June 2015

ONLY in case the shareholders of the Company or the Securities Company that submitted the subscription document on behave of the shareholder, deliver the subscription document via Messenger: for the convenience in subscribing, please state “Subscription for Newly Issued Ordinary Shares of Singha Estate Public Company Limited” at the lower right corner of the envelope.

6.3.5 The shareholder shall be responsibilities for any cost of subscription and Bank Fees (If any)


Part 1 Page 9

6.3.6 The Company shall deposit cheques or cashier’s cheques or drafts received from every shareholder into the Company’s account for money collection and the Company shall deny any subscription right for the newly issued ordinary shares from any shareholder whose cheque or cashier’s cheque or draft cannot be collectible in the first attempt.

6.3.7 Shareholders who have already subscribed for the newly issued ordinary shares and made the subscription payment will not be able to withdraw the subscription nor receive any kind of refund. However, the Company reserves the right to deny the subscription right if the Company does not receive the documents required for the subscription of the newly issued ordinary shares of the Company and/or the subscription payment according to Clauses 6.4 and 6.3.1, 6.3.2, and 6.3.3 within the specified period.

6.3.8 In the case that the shareholder incompletely, unclearly, or inconsistently fills in the details in the documents required for the subscription of the newly issued ordinary shares of the Company, the Company reserves the right to use the details in the subscription documents as it deems appropriate in allotting the newly issued ordinary shares of the Company. Nevertheless, in such case, the Company has the right to deem that such shareholder waives his/her right to subscribe for the newly issued ordinary shares and the Company reserves the right not to allot the newly issued ordinary shares of the Company to such shareholders.

6.3.9 In the case that the allotment of the newly issued ordinary shares of the Company to the shareholders who have subscribed in excess of their entitlement and/or have waived their entitlement or in case that certain Thai shareholders have given up their entitlements causing shareholding ratio of foreign shareholders to be more than 39 percent of the Company’s total issued shares or causing the shareholders who subscribe in excess of their entitlement to hold shares in the Company in an amount that reaches or crosses the Tender Offer threshold prescribed under the Notification of the Capital Market Supervisory Board No. Tor. Chor. 12/2011 Re: Criteria, Conditions, and Methods of Takeover, or in a manner which would result in a breach in the foreign shareholding limit as prescribed in the Company’s Articles of Association (as amended), the Company reserves the right not to allot the newly issued ordinary shares to those shareholders/foreign shareholders. The said shareholders/foreign shareholders may not receive the allotment or receive partial allotment of the newly issued ordinary shares proportionately to the remaining shareholding ratio of such foreign shareholders. And in such case, the Company will not compensate such shareholders for any damage incurred thereof, and such shareholders may not claim for any damages from the Company.


Part 1 Page 10

6.3.10 In the case that the shareholder receives the Certificate of Subscription Entitlement for new Ordinary Shares more than 1 shareholder registration number, the shareholder must prepare the documents required for the subscription in accordance with the number of the shareholder registration number for which the shareholder has received the Certificate of Subscription Entitlement for New Ordinary Shares, that is, 1 set of the documents required for the subscription per 1 shareholder registration number only. If the shareholder makes a subscription with 1 shareholder registration number by combining rights to receive the allotment of the newly issued ordinary shares of the Company of every shareholder registration number as a single entry or by specifying such details in a single set of the documents required for the subscription, the shareholder may not fully receive the allotment of the newly issued ordinary shares of the Company pursuant to his/her respective entitlement as per every shareholder registration number combined, and the Company reserves the right to allot the newly issued ordinary shares of the Company to the shareholder as it deems appropriate or not to allot the newly issued ordinary shares of the Company to such shareholder.

6.4 Document Required for Subscription of Newly Issued Ordinary Share of the Company Shareholders who subscribe for the newly issued ordinary shares of the Company shall submit the documents required for the subscription of the newly issued ordinary shares of the Company as follows: 6.4.1 Subscription Form for Newly Issued Ordinary Share of the Company (Enclosure 2) which

is correctly, completely and clearly filled out and signed by the shareholder. Shareholders must specify the number of shares for which each shareholder wishes to subscribe according to his/her entitlement as indicated in the Certificate of Subscription Entitlement for Newly issued Ordinary Shares (Enclosure 3) and must clearly specify the number of shares for which the shareholders wish to subscribe in excess of their entitlement. In the case that the shareholder is a juristic person, the Subscription Form must be signed by the authorized signatory(ies) of such juristic person and affixed with a company seal (if any). Shareholders may only submit 1 Subscription Form for Newly Issued Ordinary Shares per 1 Certificate of Subscription Entitlement for Newly issued Ordinary Shares.

6.4.2 Evidence of payment as follows - Original Bill Payment Deposit Form (Payment only through Bill Payment System)

(Enclosure 5) The Subscription Agent will not accept the document for subscription of the Newly Issued

Ordinary Shares of the Company, In case that the shareholders of the Company, or the Securities Company that the shareholder has submitted the document for subscription for


Part 1 Page 11

the Newly Issued Ordinary Shares to (and submitted the subscription documents on behave of the shareholder to Subscription Agent), did not fill out all the detail in the Bill Payment Deposit Form (Enclosure 5)

(Please fill out the shareholder’s first name and last name and contact telephone number

indicated on the back of such evidence of payment) 6.4.3 Certificate of Subscription Entitlement for New Ordinary Shares (Enclosure 3) issued by

Thailand Securities Depository Company Limited (“TSD”) and sent by registered mail to shareholder together with this Notification

6.4.4 A Power of Attorney affixed with a stamp duty of Baht 30 is required in the case of authorization of other person to subscribe for shares on one’s behalf, together with a certified true copy of identification documents of the shareholder and the authorized person.

6.4.5 Identification Document (a) Natural person of Thai Nationality: A certified true copy of identification card which is not yet expired or a certified true

copy of house registration bearing the identification number or a certified true copy of any other official document issued by any governmental entity bearing the identification number (in the case that the Shareholder is a minor, a certified true copy of identification card of his/her guardian (father/mother or legal representative) and a certified true copy of the minor’s house registration). The signature on the above documents must be the same as the signature on every documents required for the subscription of the newly issued ordinary shares of the Company. In the case of a change of first/last name which causes the Shareholder’s first/last name to be differed from his/her name appeared on the share register book as of 19 May 2015 or on the Certificate of Subscription Entitlement for Newly issued Ordinary Shares, please enclose a certified true copy of official document issued by a government entity, such as marriage certificate, divorce certificate, name change certificate.

(b) Natural person of alien nationality: A certified true copy of the alien card or passport which is not yet expired.

(c) Juristic person registered in Thailand: A copy of the company affidavit issued by the Ministry of Commerce within 6 months

before the date of subscription, certified as a true copy by an authorized signatory(ies) of such juristic person and affixed with a company seal (if any),


Part 1 Page 12

together with a certified true copy of identification card, alien card or passport (as the case may be) of the authorized signatory(ies) of such juristic person.

(d) Juristic person registered in foreign country: A copy of certificate of incorporation and company affidavit issued within 6 months

before the date of subscription, certified as a true copy by an authorized signatory(ies) of such juristic person and affixed with a company seal (if any), together with a certified true copy of alien card or passport (as the case may be) of the authorized signatory(ies) of such juristic person. The certified true copy of the aforementioned supporting documents must be notarized by a notary public and authenticated by an official of the Thai Embassy or the Thai Consulate in the country where such documents were prepared or certified and issued within 6 months before the date of subscription.

6.4.6 For the Shareholders who wish to deposit the newly issued ordinary shares of the Company with Thailand Securities Depository Company Limited under the issuer account number 600 the Shareholders must submit additional documents (Enclosure 6) so as to submit the information to Thailand Securities Depository Company Limited

The signature on every identification documents must be the same as the signature on

the documents required for the subscription of the newly issued ordinary shares of the Company

6.5 Waiver of Subscription Entitlement for Newly Issued Ordinary Shares of the Company Any shareholder who does not exercise his/her subscription entitlement or fails to exercise his/her subscription entitlement within the specified period or fails to make the subscription payment for newly issued ordinary shares within the specified period or whose cheque or cashier’s cheque or draft cannot be honored within the specified period by the Company, the Company shall deem that such shareholder has waived his/her subscription entitlement for the newly issued ordinary shares this time.

6.6 Refund of Subscription Payment of Newly Issued Ordinary Shares In case that the shareholder has not been allotted or has been allotted less than the number of shares subscribed for in excess of his/her entitlement, the Company by Subscription Agent shall refund/return the subscription payment for share subscription, which has not been allotted or has been allotted less than the number of shares subscribed, to the shareholder without interest, without any damages within 14 days from the end of the subscription period for the newly issued ordinary shares by way of issuing a crossed cheque payable to the shareholder and delivering such cheque via registered mail to the address appeared in the Company’s shareholders


Part 1 Page 13

database in accordance with the share register book as of 19 May 2015 or wire transfer to the bank account of the shareholder (in case of payment made by wire transfer (only shareholder who has the account with Subscription Agent)). The shareholder has to be responsible for any additional charge or Bank Fee(s) (if any).

In any case, if a refund of the subscription payment for the shares that have not been allotted or have been allotted less than the number of shares subscribed by a return of cheque for the subscription payment of the newly issued ordinary shares via registered mail to the address as appeared in the share register book on the date of closing of the share register book to suspend share transfers as of 19 May 2015, or wire transfer to the bank account of the shareholder (only shareholder who has the account with Subscription Agent), it shall be deemed that the shareholders have duly received the subscription payment of the newly issued ordinary shares for the portion that has not been allotted or has been allotted less than the number of shares subscribed for and the shareholder shall not have the right to claim for any interest or damage from the Company or the Subscription Agent for the newly issued ordinary shares of the Company.

6.7 Delivery Methods of Securities Shareholders can choose one of the following delivery methods of securities to be proceeded by the Company as follows:

6.7.1 In case the Shareholders wish to deposit the newly issued ordinary shares of the Company and Warrants into an account of a securities company which the Shareholders have a securities trading account with, the Company will deposit the allotted newly issued ordinary shares of the Company and Warrants with “Thailand Securities Depository Company Limited for Depositors” and the TSD and the securities company will record the number of the newly issued ordinary shares of the Company and Warrants of the shareholder and issue an evidence of deposit to the shareholder within 7 business days from the end of the subscription period for the newly issued ordinary shares and Warrants. In this case, the shareholder may sell the allotted newly issued ordinary shares of the Company and Warrants on the SET immediately after the newly issued ordinary shares of the Company and Warrants are permitted to trade on the SET. In case of this Clause 6.7.1, the name of the subscriber must be the same as the name of the owner of the securities trading account in which the shareholder wishes to deposit his/her newly issued ordinary shares of the Company and Warrants in the securities trading account with such securities company; otherwise, the Company reserves the right to issue the share certificates and warrant certificates to the shareholder according to Clause 6.7.3 instead.


Part 1 Page 14

6.7.2 In case the shareholders wish to deposit their newly issued ordinary shares of the Company and Warrants in the Issuer’s Account, Member No. 600, the Company will deposit the allotted shares and Warrants with “Thailand Securities Depository Company Limited” and the shareholders must fill out the details of and sign on the “Additional Documents for the Subscription of Securities Specifically for the Subscribers Who Wish to Deposit the Securities into the Account of the Securities Issuer (Issuer Account) Only” and fill out the details of the “Questionnaire for Entity Status Certification under the Foreign Account Tax Compliance Act (FATCA)” and attach and submit such documents to the subscription agent as well, the TSD will then record the number of newly issued ordinary shares of the Company and Warrants deposited into such account in the name of the shareholders and issue an evidence of deposit to the shareholders within 7 business days from the end of the subscription period for the newly issued ordinary shares and Warrants. In this case, the shareholders may sell the allotted newly issued ordinary shares of the Company and Warrants on the SET immediately after the newly issued ordinary shares of the Company and Warrants is permitted to trade on the SET, and the shareholders may contact the TSD if the shareholders wish to withdraw such securities; however, a withdrawal fee will be applied at the rate as specified by the TSD. In case of that the shareholder does not clearly fill in the Delivery Methods of Securities or does not choose Delivery Methods of Securities in the Subscription Form, the Company reserves the right to issue the share certificates and warrant certificates to the shareholder according to Clause 6.7.3 instead.

6.7.3 In case the shareholders wish to obtain the share certificates and warrant certificate issued in their name, Thailand Securities Depository Company Limited (the “TSD”), as the Company’s Registrar, shall deliver the share according to the allotted amount to the shareholders who have been allotted by registered mail to the names and addresses appeared in the share register book on 19 May 2015 within 15 business days from the end of the subscription period for the newly issued ordinary shares and Warrants. In this case, the shareholder will not be able to sell the allotted newly issued ordinary shares of the Company and Warrants on the Stock Exchange of Thailand (the “SET”) until they have received the share certificates and warrant certificates, which may be received after the newly issued ordinary shares of the Company is permitted to trade on the SET.

6.8 Other Important Information regarding the Subscription of Newly Issued Ordinary Shares 6.8.1 Shareholders who subscribe for shares will receive a receipt for the subscription of the

newly issued ordinary shares signed by the subscription officer as an evidence for the receipt of the subscription of the newly issued ordinary shares. The subscription shall be


Part 1 Page 15

complete only when the Company can fully collect the subscription payment for the newly issued ordinary shares.

6.8.2 In case the number of the newly issued ordinary shares indicated by a shareholder in the Subscription Form for Newly Issued Ordinary Shares of the Company does not correspond with the subscription payment received by the Company, the Company reserves the right to allot the newly issued ordinary shares to such shareholder based on the amount of the subscription payment received by the Company for the newly issued ordinary shares. However, such subscription payment shall not exceed the total value of the newly issued ordinary shares allotted to such shareholder.

6.8.3 Should the aforementioned terms and conditions and details of the subscription cause any operational difficulty, the Company reserves the right to alter such terms and conditions and methods of payment for the subscription of the newly issued ordinary shares of the Company and/or other details relating to subscription procedures of the newly issued ordinary shares of the Company as deemed appropriate and beneficial to the subscription of the newly issued ordinary shares of the Company.

7. Objective of the capital increase

The proceeds received from the capital increase will be used as working capital and funding sources for various investments by the Company in the future..

8. Benefits which Company will receive from the capital increase The Company will receive additional sources of fund to increase liquidity and strengthen the financial structure, which will enhance the capacity of the Company to conduct its business. In addition, the Company will use the proceeds to facilitate the investments of the Company in the future which will expand the Company's business and add value for the shareholders in a long run.

9. Benefits which shareholders will receive from the capital increase

9.1 Dividend Policy The Company has a policy to pay out not less than 40 percent of the profit after corporate income tax, legal reserve, and other provisions. The dividend policy is subject to changes in accordance with the operating performance, financial position, liquidity, necessity of investment, cash flow for the additional investment, expanding the business, terms and conditions as prescribed in the loan agreement, and other factors relating to the business operations, as the directors and/or shareholders deem necessary and appropriate.


Part 1 Page 16

9.2 Subscribers to newly issued shares for this capital increase will be entitled to receive dividend from the Company's business operations Subscribers to and/or persons who are allocated with new shares issued for this capital increase will be entitled to receive dividend from the Company's business operations starting from when the subscribers and/or such persons are registered as shareholders of the Company.

9.3 Subscribers who exercise the warrant to purchase newly issued ordinary shares will be entitled to receive dividend from the Company's business operations New ordinary shares issued in accordance with the exercise of the warrant by the warrant holder will have the same status as other ordinary shares of the Company, and entitle the holder to receive dividend from the exercise date, and also have the shareholders' names appear in the share register book of the Company, which has been submitted for registration with the Ministry of Commerce.

10. Other details necessary for shareholder to consider investing

- None -


Page 1

Part 2 Information of Singha Estate Public Company Limited

1. Company name and Address

Company Name Singha Estate Public Company Limited Head Office 968, 20th Floor, U Chu Liang Building, Rama 4 Road, Silom Sub-District, Bangrak District, Bangkok

2. Business 2.1 Type of Products and Services

Investment Structure can be summarized as follows/1

Remark : /1 Excluding subsidiaries that are under liquidation process.

/2 The Company has invested in 51 percent of shares in Nirvana Development Co., Ltd. on 27 April 2015 whereby the additional

information can be referred in no.6 Property for Sale Business

The Company’s policy is to develop properties for sales in various formats, namely single detached houses, townhomes, and condominiums, to meet the needs of middle-tier to upper-tier customers under different brands. As of December 31, 2014, it had two projects on hand, namely the Intro Condominium Project and the Rasa Maxx Ville Project, both of which had been developed before the business integration and both are sold out and are currently under the ownership transfer process.

Investment Property Business

The investment property business commands significant growth potential. Therefore the development and management of shopping centers and office buildings for rent is part of the


Page 2

Company’s five-year business plan. Core revenues from this business are space rents, service charges for utility, security systems, and cleaning. Today Singha Estate has one project under its management, namely the The Lighthouse Project, developed before the business integration. Another developed project is the Singha Complex Project, a mixed-use development.

Hotel Business

The hotel and hotel management businesses are also core element of the five-year business plan. Singha Estate’s policy is to grow the hotel business through joint investment, merger, and acquisition. Today the Company owns and manages two hotels, namely Santiburi Beach Resort and Spa, entirely transferred from Santiburi Co., Ltd., under the business integration plan of September 2014, and Phi Phi Island Village Beach Resort, acquired by the Company in November 2014. Company also acquired Phi Phi Village Asset Management Co., Ltd. which is property management company.

2.2 Economic and Competition Circumstance

Property for Sale Business The first half of this year saw the property market shrink by 1.2% in line with the continued

sluggish economy and political uncertainty, which undermined operators’ confidence. Meanwhile, land prices jumped, in turn hiking the prices of residences, which delayed consumers’ home-buying decisions. Compounding the problems was commercial banks’ increasingly cautious lending, lowering the number of residences under approved commercial bank loans in Bangkok and its perimeter.

The latter half of the year saw, however, a rebounding property market by 0.2% in keeping with supply and demand, rising prices of land and residences—notably the prices of land, townhouses and land, and condominiums.

Hotel Business

The hotel business contracted by 3.6% in the first half of the year because of political impacts, measures to raise tourists’ quality, China’s economic slowdown, the issuance of travel warnings by countries that are Thailand’s tourist markets, citing the martial law, and intense competition from rival countries. These factors caused tourists to alter their destinations. And yet, while the number of foreign tourists passing through Don Mueang and Suvarnabhumi Airports dipped, that passing through provincial airports actually took off, notably in Samui, Chiang Mai, Krabi, and Phuket. Registering clear rises in arrivals were Russians, French, Finnish, British, Germans, Australians, Italians, and Laotians.


Page 3

It was around October 2014 that the tourism situation took a turn for the better, buoyed by relaxed political tension, the exemption of visa fees for tourists from China and Taiwan (for three months from August 9 to November 8, 2014), and the launch of new routes for low-cost airliners in Japan and Korea.

The Thai economy of 2015 appears healthier than that of the previous year, supported by positive factors in tourism, which has seen steady improvement, evident in relaxed domestic politics, which leads to steady improvement. The October 2014 data showed a rebounding number of tourists by 6.1% for the first time in nine months since January 2014.

During the last quarter of 2014 and early of 2015, the government has speeded up and monitored the performances of measures to aid and support the tourism sector. It is taking additional measures to ensure continued recovery of the sector by (1) negotiating and speeding up dialogues with those countries that still maintained travel advisories to ensure their appreciation of and confidence in the Thai state of calm and safety, (2) elevating tourists’ safety from crimes and vendors’/service providers’ unreasonably expensive goods and services, together with serious, continued clamp-downs on major tourist spots and public relations blitzes of the “Year of Thai-Way Tourism” campaign against the government’s goals, (3) considering extending visa exemption for Chinese and Taiwanese tourists for the entire tourism season in early 2015, and (4) together with the private sector and airliners, organizing tourism campaigns and launching new air routes for key tourist spots.

2.3 Marketing Strategy and Distribution Channel

Property for Sale Business Company uses the distribution channel that align with product characteristic, e.g.,

company will use the project area itself to be a selling office for townhome or single house project in order that employee could take the customer to see the example product with the actual atmosphere. Company also has Call Center which provide the service and project information and website (www.singhaestate.co.th) that customer can gather preliminary information.

Hotel Business Company has tour operator strategic partner in England and Germany and focus on 3

main distribution channels comprising tour operator, online travel agency, and hotel’s website.


Page 4

2.4 Core Assets Company has core assets used in business operating comprising land for development, property

for sale, investment property, property plant and equipment used in hotel business. Those assets have collectively value of 8,237.28 million baht and 9,172.70 million baht as of 31 December 2014 and 31 March 2015 respectively with the details as follows:

Type of Assets Book Value (Million Baht)

As of 31 December 2014 As of 31 March 2015 Land for Development 1,499.60 2,716.16 Property for Sale 794.83 439.38 Investment Property 2,819.97 2,848.15 Property, Plant, and Equipment (Hotel Business)

3,122.88 3,169.02

Total 8,237.28 9,172.70 The details of location, area, and type of ownership can be summarized as follows:

Current Project Type of Project

Location Land Area (Rai-Ngan-

Sq.w.)

Type of Ownership

Intro Condominium Condominium Pradiphat Road, Samsennai Sub-District, Phayathai District, Bangkok

3-1-33 Ownership

Rasa Maxx Ville Townhome Soi Paholyothin 73, Sanambin Sub-District, Donmueng District, Bangkok

20-2-75 Ownership

The Lighthouse Community Mall

Charoen Nakorn Road, Klongtonsai Sub-District, Klongsan District, Bangkok

2-3-62 Ownership

Santiburi Beach Resort and Spa

Hotel Koh Samui, Maenam Sub-District, Koh Samui District, Suratthaini

56-3-93 Ownership

Phi Phi Island Village Beach Resort

Hotel Koh Phi Phi, Aownang Sub-District, Mueng District, Krabi

167-1-42 Ownership


Page 5

Current Project Type of Project

Location Land Area (Rai-Ngan-

Sq.w.)

Type of Ownership

Vacant land located on Asoke-Montri Road

Land for Development

Asoke-Montri Road, Klongteinue Sub-District, Wattana District, Bangkok

2-2-63 Ownership

Vacant land located at Askoe-Montri and Petchaburi intersection (Singha Complex Project)


Askoe-Montri and Petchaburi intersection (Old Japan Embassy), Bangkapi Sub-District, Huaikwang District, Bangkok

11-1-24 Ownership

Vacant land located on Praditmanutham Road


Praditmanutham Road, Klogkung Sub-Dsitrict, Buengkum District, Bangkok

30-2-10 Ownership

Vacant land located at Bangrakyai


Rattanathibhet Road, Bangrakyai Sub-District, Bangbuathong District, Nonthaburi

4-1-94 Ownership

Vacant land located on Ramindra Road


Ramindra Road, Anusaowari Sub-District, Bangkean District, Bangkok

13-2-72 Ownership

Vacant land located on Rattanathibhet Road


Rattanathibhet Road, Bangkasor Sub-District, Mueng Nonthaburi District, Nonthaburi

7-3-50 Ownership

Vacant land located on Watcharapol Road

Land for Sale Watcharapol Road, Klongthanon Sub-District, Saimai District, Bangkok

1-2-0.9 Ownership


Page 6

3. List of Board of Directors, Executive Committee, Management and 10 Major Shareholders 3.1 Board of Directors as at 22 April 2015 comprises 9 directors as follows

No. Name Position 1 Mr.Chutinant Bhirombhakdi Chairman of the Board of Director 2 Mr.Chayanin Debhakam Director 3 Mr.Naris Cheyklin Director 4 Mr.Longlom Bunnag Director 5 Mr.Nattavuth Mathayomchan Director

6 Mr.Satit Rungkasiri Independent Director and Chairman of the Audit Committee

7 Mr.Karoon Nuntileepong Independent Director and Audit Committee 8 Mr.Thana Thienachariya Independent Director and Audit Committee 9 Mr.Tanawat Pholwichai Independent Director

3.2 Executive Committee as of 22 April 2015 comprises 7 persons as follows

No. Name Position 1 Mr.Chayanin Debhakam Chairman of Executive Committee 2 Mr.Naris Cheyklin Executive Committee 3 Mr.Longlom Bunnag Executive Committee 4 Mr.Suphot Chaladol Executive Committee 5 Mr.Nattavuth Mathayomchan Executive Committee 6 Mr.Methee Vinichbutr Executive Committee 7 Mr.Terachart Numanit Executive Committee

3.3 Management as of 22 April 2015 comprises 6 persons as follows

No. Name Position 1 Mr.Naris Cheyklin Chief Executive Officer 2 Mr.Longlom Bunnag Chief Investment Officer 3 Mr.Suphot Chaladol Chief of Santiburi Hotel Management 4 Mr.Nattavuth Mathayomchan Chief Residential Development Officer 5 Mr.Methee Vinichbutr Chief Financial Officer 6 Mr.Terachart Numanit Chief Design and Construction Officer


Page 7

3.4 Top 10 Major Shareholders as of 19 May 2015

No. Name of Major Shareholders Number of shares % of paid-up

capital 1. Singha Property Management Co., Ltd. Group 2,434,788,271 49.70

Singha Property Management Co., Ltd. 1,706,441,632 34.83 Singha Property Management (Singapore) Pte. Ltd. 728,346,639 14.87

2. Mr.Santi Bhirombhakdi Group 1,610,564,060 32.88 Mr.Santi Bhirombhakdi 1,362,946,524 27.82 Morgan Stanley & Co. International PLC /1 247,617,536 5.05

3. GOOD PROSPER HOLDINGS LIMITED 178,845,349 3.65 4. Morgan Stanley & Co. International PLC 72,146,600 1.47 5. Mr.Kemchai Rasanont 43,260,737 0.88 6. Mr.Pichai Wijakaphan 30,000,000 0.61 7. Miss Acharaporn Siripaiwan 24,750,000 0.51 8. Thai NVDR Co., Ltd. 22,840,179 0.47 9. Rasa Tower Co., Ltd. 19,655,200 0.40 10. UOB Kay Hian (Hong Kong) Limited – Client Account 12,859,500 0.26 Total 4,449,709,896 90.83

Remark : / 1 Mr.Santi Bhirombhakdi’s group has restructured its internal shareholding whereby previously part of the shares are held by Damerius Pte. Ltd. Currently, this part of the shares are held under the account with Morgan Stanley & Co. International PLC instead.

4. History of Capital Increase and Dividend Payments for the past 3 years

4.1 History of Capital Increases Company has increased its paid-up capital on 12 September 2015 with the number of shares of

4,162,352,331 shares at the offering price of 1.87 baht to compensate for the entire business transfer of S Bright Futures Co., Ltd. and Santiburi Co., Ltd. from Singha Property Management Co., Ltd. and Mr. Santi Bhirombhakdi respectively.

In addition, on 27 April 2015, Company has increased its paid-up capital with the number of shares of 186,509,792 shares at the offering price of 9.50 baht to compensate for 3,649,993 shares or 51 percent of Nirvana Development Co., Ltd. from Good Prosper Holdings Limited and Compile House Co., Ltd. (please see the additional information in no.6)


Page 8

4.2 History of Dividend Payments

Detail of Dividend Payment (Unit : THB)

For the fiscal year ended 2012 2013 2014

Net Profit (Loss) 43,107,982 26,142,100 (249,603,207) Number of shares 499,999,986 549,998,401 4,712,350,732 Dividend payment/share 0.1111111111 - - Total dividend payment 55,555,556 - - Dividend payout ratio 128.88% - -

5. Information of Company’s subsidiaries and associated companies

Max Future Co., Ltd. Type of Business : Developing Property for Sale Paid-up capital : 1,500,000,000 baht (15,000,000 shares at the par value of 100 baht) Shareholding : 14,999,997 shares representing 99.99 of total paid-up capital Investment Cost : 1,499,999,700 baht Singha Property Development Co., Ltd. Type of Business : Developing Investment Property Paid-up capital : 2,562,00,000 baht (25,620,000 shares at the par value of 100 baht) Shareholding : 25,619,992 shares representing 99.99 of total paid-up capital Investment Cost : 2,561,999,200 baht S Hotel Management Co., Ltd. Type of Business : Hotel Investment and Management Paid-up capital : 10,000,000 baht (1,000,000 shares at the par value of 10 baht) Shareholding : 999,996 shares representing 99.99 of total paid-up capital Investment Cost : 2,499,990 baht S Hotel Phi Phi Island Co., Ltd. Type of Business : Hotel Investment and Management Paid-up capital : 10,000,000 baht (100,000 shares at the par value of 100 baht) Shareholding : 99,996 shares representing 99.99 of total paid-up capital Investment Cost : 9,999,600 baht


Page 9

Phi Phi Village Asset Management Co., Ltd. (through S Hotel Phi Phi Island Co., Ltd.) Type of Business : Hotel Investment and Management Paid-up capital : 50,000,000 baht (500,000 shares at the par value of 100 baht) Shareholding : 474,998 shares representing 94.99 of total paid-up capital Investment Cost : 47,499,800 baht Nirvana Development Co., Ltd. Type of Business : Developing Residential Property Paid-up capital : 878,768,100 baht (8,787,681 shares at the par value of 100 baht) Shareholding : 4,481,717 shares representing 51.00 of total paid-up capital Investment Cost : 448,171,700 baht

6. Information of Nirvana Development Co., Ltd. According to 2015 Annual General Meeting of Shareholders held on 22 April 2015, which passed

the resolution approving the investment in 51 percent of shares in Nirvana Development Co., Ltd. (“Nirvana”). As a result, Nirvana has become the Company’s subsidiary since 27 April 2015. The preliminary details of Nirvana are as follows:

Nirvana and its subsidiaries engage in property development, with focus on development of residential property comprising of single detached house, townhouse and commercial building, with various facilities. Moreover Nirvana provides construction service for customers who purchase lands from the Nirvana. The subsidiaries of Nirvana also operate other businesses relating to property development. Business operations of the Nirvana group of companies can be summarized as follows:

1. Purchase and sale of large plots of land for division into plots for further development and management into residential projects with roads and other public infrastructures before selling to customers.

2. Development of land and building, covering allocation of land area, design, and construction, service, and other relevant services in order to increase the value of the land such as single detached house, townhouse and commercial building.

3. Construction service for customers who purchase lands from the Nirvana by subcontracting to sub-contractors under the supervision of Nirvana.


Page 10

Nirvana has shareholdings in five subsidiaries as follows:

Investment in subsidiaries Nature of business

operation Amount (Baht)

Shareholding proportion (%)

1. Nirvana Construction Co., Ltd. (NC) Construction contractor 140,000,000 99.99 2. Nirvana Rama 9 Co., Ltd. (NR) Property development 150,000,000 99.99 3. Nirvana U Co., Ltd. (NU) Property development 80,000,000 99.99 4. Subthanarin Co., Ltd. (STR) Property development 65,000,000 99.99 5. Nirvana River Co., Ltd. (RV) Property development 5,000,000 99.99

Total 440,000,000

As at 31 December 2014, current projects under operations of Nirvana and its subsidiaries comprise of 10 projects as follows:

Project name Type of Project

Project Project value No. of units

Opening (Baht million) Total Remaining

1 @ Work 2 – Kaset – Navamin Home Office 2012 792 56 10

2 Beyond 3 – Kaset – Navamin (Phrase I) 3 storey SDH 2012 1,214 68 29

3 Beyond 2 – Rama 9 3 storey SDH 2011 995 62 3

4 Beyond 5 - Suanluang 3 storey SDH 2013 1,031 56 52

5 Nirvana Beyond Lite – Rama 9 3 storey SDH 2009 1,289 156 37

6 Nirvana Icon Wongwean – Rama 9 2-3 storey SDH 2013 572 72 17

7 Nirvana Intro 2 storey SDH 2011 307 69 6

8 The Tara 2 storey SDH 2010 280 54 24

9 Cover Onnut Townhome 2013 530 194 173

10 Beyond @ Beach, Pattaya 3 storey SDH / condominium

2013 310/1 18/1 16/1

Remark : /1 Only 3-storey single-detached house portion


Page 1

Part 3 Financial Information of Singha Estate Public Company Limited

The Company is a real estate investment and development company, and is incepted through entire business transfer process (“Business Integration”) between the Company (formerly Rasa Property Development Company Limited or “RASA”), Santiburi Company Limited (“STB”) and S Bright Future Company Limited (“SBF”). The Business Integration was completed on 12 September 2014, and soon afterwards the corporate name was officially changed to Singha Estate Public Company Limited. As a result of the Business Integration, Boon Rawd Brewery Company Limited, through wholly-owned subsidiaries, Singha Property Management Company Limited and Singha Property Management (Singapore) Pte. Ltd., and Mr.Santi Bhirombhakdi became major shareholders of the Company.

While from a legal standpoint the Company (formerly RASA) is the acquirer of shares in STB and SBF, the accounting standard views the Business Integration as a reverse acquisition whereby STB and SBF are acquirers and the Company is an acquiree. As a result, the consolidated financial information of the Company for the year 2014 and 2013 were prepared as if STB and SBF were amalgamated with one another from the beginning and acquired the Company on 12 September 2014. Therefore, investors should exercise caution in comparing the consolidated financial information of the Company for the year 2014 and 2013 with the consolidated financial information of the Company for the year 2012 (which presents the financial information of RASA only).

For the separate financial statement of the Company, the financial information of the Company (formerly RASA) are presented whereby the Company is the acquirer and STB and SBF are the acquirees. Therefore, the separate financial statement for the year 2012 and 2013 present the financial information of the Company (which are financial information of RASA only), while the separate financial statement for the year 2014 presents the financial information of the Company including the effect from the acquisition of STB and SBF from 12 September 2014. Therefore, investors should exercise caution in comparing the separate financial statement with the consolidated financial statement of the Company.


Page 2

1. Consolidated Financial Statement

Statement of Financial Position

For the fiscal year as of For the period of 3

months as of 31 December 2012

(Audited) 31 December 2013


(Audited) 31 March 2015

(Reviewed) Million Baht

Percent Million Baht



Percent

Assets

Current Assets

Cash and cash equivalents 35.50 2.89 429.20 8.67 766.38 7.88 345.09 3.34 Short-term investments 0.00 0.00 0.00 0.00 131.85 1.36 232.91 2.25

Trade and other receivables, net 0.00 0.00 12.66 0.26 52.77 0.54 73.72 0.71

Amounts due from related parties 0.00 0.00 91.27 1.84 0.07 0.00 0.73 0.01

Loans to related parties 0.00 0.00 219.50 4.43 0.00 0.00 0.00 0.00

Costs of property development 832.50 67.81 0.00 0.00 794.83 8.18 439.38 4.25

Costs of condominium development under joint venture project

53.93 4.39 0.00 0.00 0.00 0.00 0.00 0.00

Inventories 0.00 0.00 5.49 0.11 11.72 0.12 11.95 0.12

Other current assets 14.76 1.20 4.36 0.09 40.05 0.41 37.25 0.36 Total current assets 936.69 76.29 762.48 15.40 1,797.67 18.49 1,141.03 11.03

Non-current assets

Restricted bank deposits 2.93 0.24 1.35 0.03 51.05 0.53 46.08 0.45

Investments in subsidiaries 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Land held for development 173.85 14.16 1,097.58 22.16 1,499.62 15.43 2,716.16 26.27

Investment property, net 102.24 8.33 2,627.47 53.06 2,819.97 29.01 2,848.15 27.54

Property, plant and equipment, net 1.37 0.11 458.31 9.26 3,122.88 32.12 3,169.01 30.65

Intangible assets, net 0.47 0.04 0.09 0.00 22.98 0.24 26.20 0.25

Goodwill 0.00 0.00 0.00 0.00 399.00 4.10 383.97 3.71

Deferred income tax assets 10.05 0.82 3.98 0.08 6.80 0.07 4.89 0.05

Other non-current assets 0.19 0.02 0.70 0.01 1.78 0.02 5.53 0.05 Total non-current assets 291.10 23.71 4,189.48 84.60 7,924.07 81.51 9,199.99 88.97

Total assets 1,227.78 100.00 4,951.95 100.00 9,721.75 100.00 10,341.02 100.00

Liabilities and shareholders’ equity

Current liabilities

Bank overdrafts and short-term loans from financial institutions

1.80 0.15 0.00 0.00 3,166.86 32.57 4,083.81 39.49

Trade and other payables 31.95 2.60 36.42 0.74 234.73 2.41 104.74 1.01

Amounts due to related parties 0.00 0.00 0.37 0.01 0.03 0.00 2.44 0.02 Current portion of long-term loans 48.89 3.98 11.00 0.22 38.28 0.39 11.00 0.11

Short-term loans from related parties 0.00 0.00 16.00 0.32 90.56 0.93 0.00 0.00

Income tax payable 5.57 0.45 5.18 0.10 5.57 0.06 1.35 0.01 Retention payables 28.37 2.31 0.95 0.02 25.06 0.26 28.41 0.27

Other current liabilities 20.35 1.66 23.08 0.47 73.34 0.75 76.79 0.74 Total current liabilities 136.93 11.15 93.00 1.88 3,634.42 37.38 4,308.54 41.66


Page 3











Percent

Non-current liabilities

Long-term loan from related parties 0.00 0.00 0.56 0.01 0.00 0.00 0.00 0.00

Long-term loans, net 366.97 29.89 46.66 0.94 504.79 5.19 471.60 4.56

Employee benefits obligation 6.33 0.52 18.41 0.37 21.40 0.22 23.30 0.23 Deferred income tax liabilities 0.00 0.00 0.00 0.00 9.42 0.10 11.25 0.11

Other non-current liabilities 0.00 0.00 0.00 0.00 0.46 0.00 0.00 0.00 Total non-current liabilities 373.30 30.40 65.62 1.33 536.08 5.51 506.14 4.89 Total liabilities 510.23 41.56 158.62 3.20 4,170.50 42.90 4,814.68 46.56

Shareholders’ equity

Registered share capital

4,712,350,732 ordinary shares at par of Baht 1 each

500.00 40.72 4,235.00 85.52 4,712.35 48.47 4,712.35 45.57

Issued and paid-up share capital


0.00 0.00 0.00 0.00 4,712.35 48.47 4,712.35 45.57

42,350,000 ordinary shares at par of Baht 100 each

0.00 0.00 4,235.00 85.52 0.00 0.00 0.00 0.00


0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00


500.00 40.72 0.00 0.00 0.00 0.00 0.00 0.00

Premium from acquisition 0.00 0.00 0.00 0.00 551.15 5.67 551.15 5.33

Discount from acquisition of non-controlling interest

0.00 0.00 0.00 0.00 (21.50) (0.22) (21.50) (0.21)

Premium on share capital 23.48 1.91 0.00 0.00 0.00 0.00 0.00 0.00

Discount from business transferred under common control

0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Retained earnings Appropriated - Legal Reserve 27.16 2.21 10.00 0.20 10.00 0.10 10.00 0.10

Unappropriated 166.92 13.60 548.33 11.07 297.56 3.06 270.00 2.61

Other components of shareholders’ equity

0.00 0.00 0.00 0.00 0.77 0.01 1.55 0.01

Total parent's shareholders’ equity 717.56 58.44 4,793.33 96.80 5,550.32 57.09 5,523.55 53.41 Non-controlling interests 0.00 0.00 0.00 0.00 0.93 0.01 2.79 0.03 Total shareholders' equity 717.56 58.44 4,793.33 96.80 5,551.25 57.10 5,526.34 53.44


Page 4











Percent

Total liabilities and shareholders’ equity

1,227.78 100.00 4,951.95 100.00 9,721.75 100.00 10,341.02 100.00

Comprehensive Income

For the fiscal year ended For the period of 3

months ended 2012

(Audited) 2013

(Audited) 2014






Percent

Revenues Revenue from sales of house and condominium units

626.60 99.37 0.00 0.00 142.77 35.48 75.32 23.34

Revenue from services 0.00 0.00 260.76 94.92 219.63 54.58 233.17 72.26

Costs

Costs of house and condominium unit sold

(432.73) (68.62)

0.00 0.00 (113.03) (28.09) (67.45) (20.90)

Costs of services 0.00 0.00 (96.36) (35.08) (118.59) (9.47) (119.21) (36.94 ) Gross profit 193.87 30.74 164.39 59.84 130.77 32.50 121.83 37.76

Other income 3.98 0.63 13.95 5.08 40.03 9.95 14.19 4.40

Profit before expenses 197.85 31.38 178.34 64.92 170.80 42.44 136.02 42.15

Selling expenses (31.30) (4.96) (46.48) (16.92) (37.23) (9.25) (21.38) (6.63) Administrative expenses (83.16) (13.19) (95.75) (34.85) (348.95) (86.71) (104.35) (32.34)

Profit (loss) before financial costs and taxes

83.39 13.22 36.11 13.14 (215.38) (53.52) 10.30 3.19

Financial costs - interest expenses (26.26) (4.16 (0.93) (0.34) (28.05) (6.97) (36.24) (11.23) Profit (loss) before income taxes 57.14 9.06 35.19 12.81 (243.43) (60.49) (25.95) (8.04) Income taxes (14.03) (2.22 (9.04) (3.29) (6.17) (1.53) 0.25 0.08

Profit (loss) for the year 43.11 6.84 26.14 (9.52) (249.60) (62.02) (25.69) (7.96) Other comprehensive income, net of tax

Gains on re-measuring available-for-sale investments

0.00 0.00 0.00 0.00 0.77 0.19 0.78 0.24

Actuarial gains on defined employee benefit plans

0.77 0.12 0.00 0.00 0.00 0.00 0.00 0.00

Other comprehensive income for the year, net of tax

0.77 0.12 0.00 0.00 0.77 0.19 0.78 0.24


Page 5



months ended 2012

(Audited) 2013

(Audited) 2014






Percent

Total comprehensive income (expense) for the year

43.88 6.96 26.14 9.52 (248.83) (61.83) (24.91) (7.72)

Profit (loss) for the year attributable to:

Owners of the parent 43.11 6.84 26.14 9.52 (250.78) (62.32) (27.56) (8.54)

Non-controlling interests 0.00 0.00 0.00 0.00 1.17 0.64 1.87 2.09

Total comprehensive income (expense) attributable to:

Owners of the parent 43.88 6.96 26.14 9.52 (250.01) (62.13) (26.78) (8.30) Non-controlling interests 0.00 0.00 0.00 0.00 1.17 0.29 1.87 0.58

Basic earning (loss) per share (Baht)

0.08 0.01 0.01 0.00 (0.05) (0.01) (0.01) (0.00)

Statement of Cash Flow

For the fiscal year ended For the period of 3 months ended

2012 (Audited)

2013 (Audited)

2014 (Audited)

31 March 2015 (Reviewed)

Million Baht Million Baht Million Baht Million Baht Cash flows from operating activities

Profit (loss) for the period before income taxes 57.14 35.19 (243.43) (25.95) Adjustment to reconcile net profit (loss) for cash receipts (payments) from operations

Depreciation and amortization expenses 9.23 29.41 43.90 41.21 Provision for employee benefits obligation 0.76 0.00 0.00 0.00

Allowance for doubtful account 0.00 1.39 (1.49) 0.00

(Gains) losses on disposal of fixed assets 0.00 1.57 0.00 1.52

Write-off of assets 0.00 0.00 18.24 0.00

Interest income 0.00 (10.74) (11.13) (0.70)

Financial costs 26.26 0.93 28.05 36.24 Cash flows before changes in working capital Changes in working capital

93.38 57.73 (165.85) 52.32

Costs of property development 257.49 0.00 14.58 355.45

Cost of condominium development in joint venture project 77.32 0.00 0.00 0.00

Trade and other receivables 0.00 (6.39) (63.40) (20.95)

Amount due from related parities 0.00 0.00 91.20 (0.66)

Inventories 0.00 (0.13) (1.85) (0.24) Other current assets 6.34 (0.14) (35.69) 2.80

Other non-current assets (0.17) (0.57) (0.41) 1.17

Trade and other payables (44.74) (37.95) 52.43 (129.99) Amounts due from related parties 0.00 0.37 198.31 2.40


Page 6



2012 (Audited)

2013 (Audited)

2014 (Audited)


Million Baht Million Baht Million Baht Million Baht Employee benefits obligation 0.00 3.46 (5.94) 1.89

Other current liabilities (67.99) 2.85 1.25 6.34 Cash generated from operating activities 321.63 19.23 84.62 270.55 Interest paid (37.90) (0.93) (28.05) (36.24)

Income tax paid (12.96) (9.04) (6.41) (4.22) Net cash generated from operating activities 270.76 9.26 50.16 230.09

Cash flows from investing activities

Cash receipts from disposal of short term investment 0.00 0.00 0.00 80.00

Cash payment for disposal of short term investment 0.00 0.00 0.00 (180.00)

Cash receipts from disposal of other investment 0.00 120.31 0.00 0.00

Cash receipts from short-term loans from related parties 1.40 5.00 286.16 0.00 Cash payments for short-term loans from related parties 0.00 (5.00) (66.66) 0.00

Decrease (increase) in restricted bank deposits (1.89) (0.04) 0.00 0.00

Proceeds from disposal of property and equipment 0.00 0.99 0.00 0.00 Proceeds from disposal of land held for development 0.00 0.00 361.13 0.00

Cash received from investment in condominium development under joint venture project

0.00 0.00 0.00 0.00

Cash payments for purchase of intangible assets 0.00 0.00 (4.84) (3.17)

Cash payments for purchase of investment property (2.50) (112.34) (140.77) (34.99)

Cash payments for purchase of land held for development 0.00 (1,097.58) (434.04) (1,216.54) Cash payments for purchase of property and equipment (0.18) (122.60) (2,632.59) (63.33)

Cash payments for purchase investments in subsidiaries 0.00 (4,134.99) (273.25) 0.00

Cash payments for available-for-sale investment 0.00 0.00 (130.00) 0.00 Cash receipts from interest income 0.00 0.17 11.13 0.70 Net cash generated from (used in) investing activities (3.17) (5,346.08) (3,023.74) (1,417.32)

Cash flows from financing activities

Cash receipts from short-term loan from financial institutions 0.00 57.67 3,166.86 6,286.96

Cash payments for short-term loan from financial institutions (32.10) 0.00 0.00 (5,370.00)

Cash receipts from short-term loans from related parties 0.00 16.00 74.00 0.00

Repayments of short-term loans from related parties 0.00 (2,405.00) 0.00 (90.56) Cash receipts from short-term loan from a director 0.00 99.00 0.00 0.00

Cash receipts from long-term loans 30.00 0.00 65.86 8.93

Repayments of long-term loans (227.37) 0.00 (61.23) (69.39) Repayments of long-term loans from a director 0.00 (135.31) 0.00 0.00

Cash receipts from issued share capital 0.00 8,192.00 0.00 0.00

Payments for liabilities under finance lease agreement (0.02) 0.00 0.00 0.00

Dividend payments (11.11) (99.85) 0.00 0.00 Net cash generated from (used in) financing activities (240.60) 5,724.51 3,245.48 765.94


Page 7



2012 (Audited)

2013 (Audited)

2014 (Audited)


Million Baht Million Baht Million Baht Million Baht Net increase (decrease) in cash and cash equivalents 27.00 387.69 271.90 (421.29)

Cash increase from acquisition 0.00 0.00 65.29 0.00

Cash and cash equivalents at beginning of the year 8.50 41.51 429.20 766.39 Cash and cash equivalents at ending of the year 35.50 429.20 766.38 345.09


Page 8

2. Separated Financial Statement


For the year as of For the period of 3









Percent

Assets

Current Assets

Cash and cash equivalents 21.29 1.92 13.97 1.14 330.80 1.93 133.06 0.74 Short-term investments 0.00 0.00 0.00 0.00 130.56 0.76 51.06 0.29

Trade and other receivables, net 0.00 0.00 3.54 0.29 15.68 0.09 35.44 0.20

Amounts due from related parties 0.00 0.00 0.00 0.00 257.59 1.50 291.46 1.63

Loans to related parties 0.00 0.00 0.00 0.00 2,626.50 15.30 2,588.00 14.46

Costs of property development 832.50 75.11 913.43 74.68 523.68 3.05 256.52 1.43

Costs of condominium development under joint venture project

0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Inventories 0.00 0.00 0.00 0.00 6.41 0.04 6.10 0.03 Other current assets 13.71 1.24 5.68 0.46 32.20 0.19 27.23 0.15 Total current assets 867.50 78.27 936.62 76.58 3,923.41 22.85 3,388.86 18.94

Non-current assets

Restricted bank deposits 2.93 0.26 0.00 0.00 1.37 0.01 1.37 0.01 Investments in subsidiaries 52.52 4.74 0.00 0.00 11,931.84 69.49 11,931.84 66.68

Land held for development 173.85 15.69 173.85 14.21 394.86 2.30 1,611.16 9.00

Investment property, net 0.00 0.00 94.34 7.71 134.95 0.79 132.00 0.74

Property, plant and equipment, net 1.33 0.12 7.79 0.64 774.55 4.51 814.31 4.55

Intangible assets, net 0.47 0.04 0.50 0.04 4.89 0.03 7.97 0.04

Goodwill 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Deferred income tax assets 9.71 0.88 9.85 0.81 3.08 0.02 1.03 0.01

Other non-current assets 0.03 0.00 0.11 0.01 0.81 0.00 4.60 0.03 Total non-current assets 240.85 21.73 286.43 23.42 13,246.34 77.15 14,504.28 81.06 Total assets 1,108.35 100.00 1,223.05 100.00 17,169.75 100.00 17,893.13 100.00

Liabilities and shareholders’ equity

Current liabilities Bank overdrafts and short-term loans from financial institutions

0.00 0.00 0.00 0.00 3,166.86 18.44 4,083.81 22.82

Trade and other payables 31.95 2.88 42.93 3.51 164.92 0.96 57.44 0.32

Amounts due to related parties 0.00 0.00 0.30 0.02 30.74 0.18 25.48 0.14

Current portion of long-term loans 48.89 4.41 61.23 5.01 38.28 0.22 11.00 0.06

Short-term loans from related parties

0.00 0.00 0.00 0.00 7,783.60 45.33 7,828.68 43.75

Income tax payable 4.36 0.39 5.92 0.48 0.59 0.00 0.59 0.00 Retention payables 26.23 2.37 27.18 2.22 23.99 0.14 27.95 0.16

Other current liabilities 13.52 1.22 14.01 1.15 29.51 0.17 10.98 0.06


Page 9











Percent

Total current liabilities 124.95 11.27 151.58 12.39 11,238.49 65.46 12,045.93 67.32

Non-current liabilities

Long-term loan from related parties 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Long-term loans, net 366.97 33.11 333.11 27.24 504.79 2.94 471.60 2.64

Employee benefits obligation 6.33 0.57 6.69 0.55 3.36 0.02 4.32 0.02

Deferred income tax liabilities 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Other non-current liabilities 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total non-current liabilities 373.30 33.68 339.80 27.78 508.15 2.96 475.93 2.66 Total liabilities 498.25 44.95 491.38 40.18 11,746.64 68.41 12,521.86 69.98

Shareholders’ equity

Registered share capital


500.00 45.11 550.00 44.97 4,712.35 27.45 4,712.35 26.34

Issued and paid-up share capital


0.00 0.00 0.00 0.00 4,712.35 27.45 4,712.35 26.34


0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00


0.00 0.00 550.00 44.97 0.00 0.00 0.00 0.00


500.00 45.11 0.00 0.00 0.00 0.00 0.00 0.00

Premium from acquisition 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Discount from acquisition of non-controlling interest

0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Premium on share capital 23.48 2.12 23.48 1.92 3,644.72 21.23 3,644.72 20.37

Discount from business transferred under common control

0.00 0.00 0.00 0.00 (2,931.61) (17.07) (2,931.61) (16.38)

Retained earnings

Appropriated - Legal Reserve 27.15 2.45 31.18 2.55 31.18 0.18 31.18 0.17

Unappropriated 59.47 5.37 127.02 10.39 (33.98) (0.20) (86.22) (0.48)

Other components of shareholders’ equity

0.00 0.00 0.00 0.00 0.44 0.00 0.84 0.00

Total parent's shareholders’ equity 610.10 55.05 731.68 59.82 5,423.11 31.59 5,371.27 30.02 Non-controlling interests 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00


Page 10











Percent

Total shareholders' equity 610.10 55.05 731.68 59.82 5,423.11 31.59 5,371.27 30.02 Total liabilities and shareholders’ equity

1,108.35 100.00 1,223.05 100.00 17,169.75 100.00 17,893.13 100.00



months ended 2012

(Audited) 2013

(Audited) 2014






Percent

Revenues Revenue from sales of house and condominium units

487.28 98.94 478.54 98.90 367.38 91.45 75.32 40.37

Revenue from services 0.00 0.00 0.00 0.00 10.61 2.64 78.64 42.15

Costs

Costs of house and condominium unit sold

(345.22) (70.10) (333.80) (68.99) (267.18) (66.51) (56.45) (30.25)

Costs of services 0.00 0.00 0.00 0.00 (37.02) (9.22) (66.69) (35.74) Gross profit 142.06 28.85 144.74 29.91 73.80 18.37 30.82 16.52

Other income 5.21 1.06 5.31 1.10 23.73 5.91 32.63 17.49

Profit before expenses 147.26 29.90 150.05 31.01 97.53 24.28 63.46 34.01

Selling expenses (22.31) (4.53) (38.41) (7.94) (42.34) (10.54) (10.38) (5.56) Administrative expenses (64.33) (13.06) (58.24) (12.04) (169.58) (42.21) (68.05) (36.47)

Profit (loss) before financial costs and taxes

60.63 12.31 53.39 11.03 (114.39) (28.48) (14.97) (8.02)

Financial costs - interest expenses (25.99) (5.28) (20.66) (4.27) (39.96) (9.95) (35.54) (19.05) Profit (loss) before income taxes 34.63 7.03 32.74 6.77 (154.34) (38.42) (50.51) (27.07) Income taxes (8.87) (1.80) (13.57) (2.80) (6.66) (1.66) (1.73) (0.93)

Profit (loss) for the year 25.76 5.23 19.17 3.96 (161.00) (40.08) (52.24) (28.00)

Other comprehensive income, net of tax

Gains on re-measuring available-for-sale investments

0.00 0.00 0.00 0.00 0.44 0.11 0.40 0.21

Actuarial gains on defined employee benefit plans

0.77 0.16 0.51 0.11 0.00 0.00 0.00 0.00

Other comprehensive income for 0.77 0.16 0.51 0.11 0.44 0.11 0.40 0.21


Page 11



months ended 2012

(Audited) 2013

(Audited) 2014






Percent

the year

Date post:	30-Jan-2021
Category:	Documents
Upload:	others
View:	0 times
Download:	0 times