Table Of Content- Translation -
Opinion of the Company on the Tender Offer
(Form 250-2)
Of
Royal Orchid Hotel (Thailand) Public Company Limited
Tender Offeror
Grande Asset Hotels and Property Public Company Limited
24 May 2018
Opinion of the Company on the Tender Offer (Form 250-2)
May 24, 2018
Dear Shareholders
Royal Orchid Hotel (Thailand) Public Company Limited
As Royal Orchid Hotel (Thailand) Public Company Limited (“ROH” or “the Business” or “the Company”)
received a copy of the Tender Offer to purchase the securities of the Company (“Form 247-4” or the “Tender
Offer”) from Grande Asset Hotels and Property Public Company Limited (the “Tender Offeror” or “GRAND”) as
a Tender Offeror on May 3, 2018 the details are as follows:
Number of securities to be Percentage of securities to be purchased1/ Tender
Type of Securities purchased Offer Price Total Tender
(Share/Unit) Total voting Total paid-up shares of Total voting rights per unit Offer value
rights the Company of the Company (Baht)2/ (Baht)
Ordinary shares 3/ 29,999,765 29,999,765 32.00 32.00 41.00 1,229,990,365
Preferred shares - - - - -
Warrants - - - - -
Convertible debentures - - - - -
Other securities (if any) - - - - -
Total 29,999,765 Total 32.00 Total 1,229,990,365
Remark 1/ The Business has a total of 93,750,000 shares with par value of Baht 10.00 per share
2/ The Offer Price of ROH’s share is 41.00 Baht (Forty one Baht). In addition, shareholders who accept the Tender Offer,
are subject to payment of a brokerage fee of 0.25 percent of the Offer Price plus value added tax (“VAT”) of 7 percent
of the brokerage fee. Therefore, the net price to be received by the Offeree will be 40.89 Baht (Forty Baht Eighty Nine
Satang) per share.
3/ As at the date of submission of the Tender Offer, the Business has a total of 63,750,235 shares representing 68.00
% of total issued and paid-up shares of the Business. Consequence the Tender Offeror shall make a Tender Offer for
all remaining 29,999,765 ordinary shares of the Business, representing 32.00% of total issued and paid-up shares of
the Business in accordance to the Notification of the Capital Market Supervisory Board No. TorChor. 12/2554. Re:Rules,
Conditions and Procedures for the Acquisition of Securities for Business Takeovers.
The Tender Offer is for 29,999,765 ordinary shares of the Business (Twenty Nine Million Nine Hundred
Ninety Nine Thousand Seven Hundred Sixty Five ordinary shares of the Business), representing 32.00% of total
issued and paid-up shares of the Business and representing 32.00% of total voting rights of the Company.
Grande Asset Hotels and Property Public Company Limited had entered the investment of ordinary shares of
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Royal Orchid Hotel (Thailand) Public Company Limited from its existing shareholders, Starwood Hotels
(Thailand) Company Limited (“STARWOOD”) in the number of 41,250,235 shares with the par value of Baht
10.00 per share, equivalent to 44% of the total number of paid-up shares of ROH, at the price of Baht 35.00
per share, totaling of 1,443,758,225.00 Baht and Thai Airways International Public Company Limited (“THAI”)
in the number of 22,500,000 shares with the par value of Baht 10.00 per share, equivalent to 24% of the total
number of paid-up shares of ROH, at the price of Baht 41.00 per share, totaling of 922,500,000.00 Baht which
resulted in the Company holding 63,750,235 shares of ROH in total or equivalent to 68% of the total number of
paid-up ROH shares. The Tender Offeror is obliged to make a mandatory Tender Offer for all of the remaining
securities of the Business because of holding the shares of ROH more than 50% of the total voting rights, the
Tender Offeror is obliged to make a mandatory Tender Offer for all of the remaining securities of the Business
in accordance to the Notification of the Capital Market Supervisory Board No. TorChor 12/2554 Re:Rules,
Conditions and Procedures for the Acquisition of Securities for Business Takeovers (Board No. TorChor
12/2554).
The Tender Offer is for 29,999,765 ordinary shares of the Business, representing 32.00% of total issued
and paid-up shares of the Business. The Tender Offer Period will last a total of 45 business days from 8 May
2018 to 10 July 2018, during the office hours of the Tender Offer Agents from 9:00 a.m. to 4:00 p.m. which is
the final period that will not be extended. SCB Securities Company Limited as the Tender Offer Agent, will make
payment to the Offeree, who does not cancel their acceptance of Tender Offer within the permitted period, on
the 2nd business day following the last day of the Tender Offer Period (“Settlement Date”), which is on 12 July
2018 or on the 2nd business day following the last day of the extended Tender Offer Period in case of an
extension of the Tender Offer Period.
The last day that the Offeree is able to revoke its acceptance of the Tender Offer is the 40th business
days of the Offer Period which is at 3 July 2018.The Offeree is able to revoke its acceptance of the Tender Offer
at the office of the Tender Offer Agent on any business day between 8 May 2018 and 3 July 2018 inclusive
during the hours of 9:00 a.m. to 4:00 p.m., totaling 40 business days.
Such Offer Price is the final offer which shall not be changed, and such Tender Offer Period is the
final period which shall not be extended, unless the following conditions arise:
1) The Tender Offeror may reduce the Offer Price or extend the Offer Period in the case of any event or
action that occurs during the Offer Period which causes severe damage to the status or assets of the
Business
2) The Tender Offeror may change the offer or extend the Offer Period to compete with another Tender
Offeror who has submitted a Tender Offer for shares of the Business during the Offer Period.
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The Tender Offeror may cancel the Tender Offer upon the occurrence of one or more of the following
events:
1) any event or action occurring after the submission of the Tender Offer to the Office of the Securities
and Exchange Commission (the “SEC”) but within the Offer Period which causes or may cause severe
damage to the status or the assets of the Business, where such event or action has not result solely
from the actions of the Tender Offeror or actions for which the Tender Offeror are responsible; or
2) any action conducted by the Business after the submission of the Tender Offer to the SEC but within
the Offer Period which causes or may cause a significant decrease in the value of the Business’s
shares; or
3) any action conducted by the Business as defined in the Notification of the Capital markets Supervisory
Board No. TorChor.12/2554 Re:Actions exempt of actions that may affect the result of Tender Offer.
1. The status of the Company in respect of past
1.1 Background and Important Development
Royal Orchid Hotel (Thailand) Public Company Limited, formerly known as Italthai International Hotel
Company Limited, located on No. 2 Captain Bush Lane, Charoenkrung Road, Bangrak Sub-district, Bangrak
District, Bangkok, established with a registered capital of 80,000,000 Baht in June 1978 with the objective of
running hotel business. Currently, ROH has registered and paid-up capital of 937,500,000 Baht.
Royal Orchid Sheraton Hotel & Towers is located on the eastern bank of the Chao Phraya, built in a “Y”
shape to give all guestrooms magnificent views of the river. The hotel was officially inaugurated by Her Majesty
Queen Sirikit of Thailand on 22 July 1983 as the “Royal Orchid Hotel”
In 1985, ROH signed the hotel management contract with Sheraton Overseas Management
Corporation and changed the hotel name to Royal Orchid Sheraton Hotel & Towers. ROH listed its securities on
the stock exchange of Thailand (“SET”) in July 1989.
Acclaimed as the “Best City Resort” in Bangkok, the hotel has a total of 726 spacious guestrooms and
suites in the main hotel and the Club floors together with 2 lobby parts for individual travelers and group
travelers. Moreover, the hotel has meeting rooms and beautiful ballrooms with modern technology provided
especially the Grand ballroom which is acclaimed the most modern ballroom with light, color and sound in
Thailand.
The Royal Orchid Sheraton Hotel & Towers’ source of business is derived from international tourists,
incentives, conventions, meetings, leisure groups and business transients. The hotel introduced The Club
concept to its clients in 1986 as executive floors that are a “hotel within a hotel,” offering superior services and
facilities plus exclusive lounge acting as a business center and also serving daily breakfast, evening cocktails,
and all-day tea & coffee.
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Recreational facilities include 2 outdoor swimming pools, Royal Orchid Mandara Spa, a very modern
and well-equipped fitness center, jogging track and tennis court. In addition, a bridge-link connects to River
City Shopping Complex, Thailand’s premier Antiques & Arts Centre, and a boat landing gives direct access to
river activities and cruises. While the hotel’s shuttle boat will provide guests the convenience to catch the
overhead sky train to many of Bangkok’s attractions including MBK Center, Siam Paragon, or Suan Chatuchak
(weekend market). The Sheraton Shuttle Boat departs every 30 minutes from 10.00 to 22.00 hrs. on Sunday -
Thursday and 10.00 to 23.00 hrs. on Friday - Saturday.
1.2 Nature of Business
Business Operation
Royal Orchid Hotel (Thailand) Public Company Limited was established to engage in the hotel
operations, food & beverage business and also provides related services to facilitate its customer. The hotel is
located on the Chao Phraya riverside in Captain Bush Lane, Charoen Krung Road, Bangrak with 726 guest
rooms, built in “Y” shape to give all the guestrooms magnificent views of the river.
All the 726 guestrooms from floor 5 to floor 28 are comprised of :
Deluxe Riverview Room 324 Rooms
Deluxe Premium Riverview Room 240 Rooms
Junior Suite 19 Rooms
Executive Suite 33 Rooms
Club Executive Room 95 Rooms
Club Junior Suite 4 Rooms
Club Executive Suite 10 Rooms
Royal Orchid Presidential Suite 1 Rooms
726 Rooms
The price of each guestroom depends on the season, the type of the room and the agreement between
guests and the hotel.
Besides the guestrooms, the hotel offers restaurants, bars, ballrooms, business centre, convention
center, swimming pools, fitness centre, tennis court, shuttle boat and boat landing to provide the guests with
convenience of services.
1.2.1. Revenue Structure
The Business’s revenue structure by nature of service and other income are as follows:
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2015 2016 2017
Million Baht % Million Baht % % Million Baht
Room 528.00 62.00 543.00 62.90 576.00 64.50
Food & Beverage 287.00 33.70 289.00 33.40 283.00 31.70
Other Minor Departments 36.00 4.30 32.00 3.70 34.00 3.80
Total Revenues 851.00 100.00 864.00 100.00 893.00 100.00
1.2.2. Group Structure
Royal Orchid Hotel (Thailand)
Public Company Limited
Thai Royal Orchid Real Estate Co., Ltd. Sheraton Royal Orchid Co., Ltd.
Remark: * At present Sheraton Royal Orchid Co., Ltd. (“SRO”) has not operated any business. After becoming the shareholder and
directors of ROH, the Company will consider information of SRO and will propose to the Board of Directors of ROH for
consideration accordingly. However, if the action can be made without any conditions, ROH’s directors appointed by the
Company will propose to the Board of Directors of ROH to dissolve and liquidate SRO accordingly.
Here is brief information of the subsidiary and related companies:
Paid-up Shareholding
Company Name Type of Business Capital (%)
(Baht Million)
Thai Royal Orchid Real Estate Co., Ltd. Lease of land, buildings and equipment for hotel operation 100.00 99.99
Sheraton Royal Orchid Co., Ltd. Holding company which has not operated any business 10.00 51.00
1.3 Shareholding structures
List of to 10 shareholders on the latest shareholders’ register book of the Business as of 25 April 2018
No. of Ordinary
Percent of paid up Percent of voting
No. Name of shareholders Shares
capital rights
(Shares)
1. GRAND 63,750,235 68.00 68.00
2. MBKHR 27,998,051 29.86 29.86
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No. of Ordinary
Percent of paid up Percent of voting
No. Name of shareholders Shares
capital rights
(Shares)
3. Mrs. Nijaporn Charanachitta 149,500 0.16 0.16
4. Mr. Meth Chaovirakit 110,000 0.11 0.11
5. Mr. Pisit Pruekpaiboon 109,900 0.11 0.11
6. Miss. Sureeporn Pheungputtakul 63,400 0.07 0.07
7. Mr. Kittichai Sitcharoenkul 54,100 0.06 0.06
8. Mr. Suvit Laohapolwatana 74,000 0.08 0.08
9. Mr. Vichai Chokpataramontri 35,800 0.04 0.04
10. Mrs. Sumalee Boonpotjanasoontorn 35,000 0.04 0.04
Source: The Company
Potential list of shareholders in the event that MBKHR does not sell the Company’s shares but minor
shareholders intend to sell the Company’s shares with detail as follows:
No. of Ordinary
Percent of paid up Percent of voting
No. Name of shareholders Shares
capital rights
(Shares)
1 GRAND 65,751,949 70.14% 70.14%
2 MBKHR 27,998,051 29.86% 29.86%
Total 93,750,000 100.00% 100.00%
Potential list of shareholders in the event that no one sell the Company’s shares with detail as follows:
No. of Ordinary
Percent of paid up Percent of voting
No. Name of shareholders Shares
capital rights
(Shares)
1 GRAND 63,750,235 68.00% 68.00%
2 MBKHR 27,998,051 29.86% 29.86%
3 Other shareholders 2,001,714 2.14% 2.14%
Total 93,750,000 100.00% 100.00%
Potential list of shareholders in the event that MBKHR sell the Company’s shares but minor
shareholders do not sell the Company’s shares with detail as follows:
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No. of Ordinary
Percent of paid up Percent of voting
No. Name of shareholders Shares
capital rights
(Shares)
1 GRAND 91,748,286 97.86% 97.86%
2 Other shareholders 2,001,714 2.14% 2.14%
Total 93,750,000 100.00% 100.00%
Potential list of shareholders in the event that all shareholders of the Business sell the Company’s
shares , the Company’s shares with detail as follow:
No. of Ordinary
Percent of paid up Percent of voting
No. Name of shareholders Shares
capital rights
(Shares)
1 GRAND 93,750,000 100.00 100.00
Total 93,750,000 100.00 100.00
1.4 Lists of Board of Directors of ROH
The Board of Directors after the completion of the Tender Offer
The list of Board of Directors after the completion of the Tender Offer as of 3 May 2018
Name Position
1. Mr. Somchai Bulsook Chairman of the Board of Directors/Independent Director
2. Mr. Suphadej Poonpipat Director
3. Mr. Suvait Theeravachirakul Director
4. Mr. Wichai Thongtang* Director
5. Dr. Bhichit Rattakul* Director
6. Mr. Chainid Adhyanasakul* Director
7. Mr. Vitavas Vibhagool* Director
8. Ms. Wilawun Leongnarktongdee* Director
9. Mr. Pakorn Thavisin Independent Director/Chairman of the Audit Committee
10. Gen. Winit Krachangson Independent Director/Audit Committee
11. Mr. Serm Phenjati Independent Director
12. Mr. Annop Suthakavatin Independent Director/Audit Committee
Remark: * Executive appointed by the offeror
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1.5 Financial position and operation results
Statement of financial position
2015 2016 2017 31 March 2018
Lists Baht % Baht % Baht % Baht %
million million million million
Assets
Current assets
Cash and cash equivalents 38.85 3.95% 19.39 1.79% 35.08 3.07% 114.87 9.65%
Current investments
Fixed deposit with banks with 159.00 16.16% 345.00 31.82% 460.00 40.25% 455.00 38.22%
maturity over 3 months
Trade and other receivables – net 36.68 3.73% 45.50 4.20% 51.56 4.51% 43.24 3.63%
Inventories – net 4.41 0.45% 4.34 0.40% 3.97 0.35% 3.23 0.27%
Other current assets 15.85 1.61% 12.03 1.11% 14.93 1.31% 16.84 1.41%
Total current assets 254.79 25.90% 426.26 39.32% 565.54 49.48% 633.19 53.19%
Non-current assets
Long-term loan to subsidiary - 0.00% - 0.00% - 0.00% - 0.00%
Investments in subsidiaries - 0.00% - 0.00% - 0.00% - 0.00%
Property, plant and equipment 640.72 65.13% 593.89 54.78% 539.65 47.22% 531.29 44.63%
Intangible assets 8.90 0.90% 7.70 0.71% 7.54 0.66% 7.20 0.60%
Deferred tax assets 79.30 8.06% 56.25 5.19% 30.14 2.64% 18.70 1.57%
Total non-current assets 728.93 74.10% 657.84 60.68% 577.33 50.52% 557.19 46.81%
Total assets 983.72 100.00% 1,084.09 100.00% 1,142.87 100.00% 1,190.38 100.00%
2015 2016 2017 31 March 2018
Lists Baht % Baht % Baht % Baht %
million million million million
Liabilities
Current liabilities
Short-term loans from a financial - 0.00% - 0.00% - 0.00% - 0.00%
institution
Short-term loans from a related party - 0.00% - 0.00% - 0.00% - 0.00%
Trade and other payables 129.59 13.17% 135.00 12.45% 159.95 14.00% 154.49 12.98%
Dividend payable - 0.00% - 0.00% - 0.00% 110.15 9.25%
Current portion of liabilities under 0.82 0.08% 0.87 0.08% - 0.00% - 0.00%
financial lease agreement
Income tax payable 0.30 0.03% 0.59 0.05% 1.38 0.12% 1.80 0.15%
Other current liabilities 38.86 3.95% 30.11 2.78% 15.07 1.32% 13.82 1.16%
Total current liabilities 169.56 17.24% 166.58 15.37% 176.40 15.44% 280.26 23.54%
Non-current liabilities
Provision for long-term employee 48.54 4.93% 50.82 4.69% 56.68 4.96% 58.56 4.92%
benefits
Long-term loan from a financial - 0.00% - 0.00% - 0.00% - 0.00%
institution – net of current portion
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Description:Royal Orchid Hotel (Thailand) Public Company Limited . City Shopping Complex, Thailand's premier Antiques & Arts Centre, and a boat landing
