under the name “Singha Estate Public Company Limited”
Singha Estate held the Extraordinary General Meeting of Shareholders No. 1/2014, held on June 9, 2014, covering two major agenda items :
- Approval of the Company’s capital increase to THB 4,712,350,732
- Approval of the business integration plan between the Company and a) Santiburi Co., Ltd. (owned by Mr. Santi Bhirombhakdi) and b) S Bright Future Co., Ltd. (owned by Singha Property Management Co., Ltd.) by way of entire business transfer (“EBT”).
In accordance with the resolutions of the Extraordinary General Meeting of Shareholders No.1/2014, Board of Directors Meetings No. 6/2014 and No. 7/2014, held on September 12, 2014, passed the following resolutions:
- Approval of a capital increase of the Company to THB 4,712,350,732 with par value of THB 1.00.
- Acknowledgement of a change of shareholder structure whereby Singha Property Management Co., Ltd. Group and Mr.Santi Bhirombhakdi became new major shareholders of the Company
- Approval of the entire business transfer with Santiburi Co., Ltd. and S Bright Future Co., Ltd., whereby the key transferred assets comprising Santiburi Hotel Beach Resort & Spa (on Samui Island, Surat-Thani Province), a land on Asoke-Montri Road, a land at Intersection of New Petchburi Road and Asoke Montri Road, and a land on Praditmanutham Road.
- Approval of a change of company name from “RASA Property Development Plc.” to “Singha Estate Plc.” and a change of the Company’s seal.
- Approval of a change of the Company’s security symbol from “RASA” to “S”.
S acquired the Phi Phi Island Village Beach Resort (on Phi Phi Island, Krabi Province) and majority stake in the Phi Phi Village Asset Management Co., Ltd. which has the right to manage and receive returns from the business operation of the hotel.
- A 51% investment in Nirvana Development Company Limited (“Nirvana”), a well-established landed residential developer.
- An increase of registered capital of THB 2,635,940,054 to the total registered capital of THB 7,348,290,786, to support the investment in Nirvana and the rights offering, and to be reserved for the exercise of warrants “S-W1”
Invested in Suntowers Office Complex (“Suntowers”) – a Grade-A twin-towered offices on Vibhavadi-Rangsit Road, with a total investment of THB 4,500 million.
- Launched “The Esse Asoke” – a luxury condominium located on Asoke Montri Road which is the first residential project developed by the Company after the business integration.
- Invested in 26 hotels under “Mercure” brand in the United Kingdom through a 50%-stake joint-venture company. Total investment is approximately GBP 155 million or THB 8,600 million.
Phi Phi Island Village Beach Resort launched 45 new villas with a new swimming pool to enhance its competitiveness and support the continuous growth of tourists.
Completed the rights offering of 738,382,027 ordinary shares at THB 5.00 per newly issued ordinary share, resulting in total issued and paid-up capital of THB 6,453,719,295.
Invested in a 3-hotel portfolio in the United Kingdom (UK) through a 50%-stake joint-venture company with a total investment of approximately GBP 12 million.
The Company acquired 56% stake in Nirvana Daii Public Company Limited (“NVD”), previously called Daii Group Plc. (“DAII”), which engaged in manufacturing and distribution of prefabricated products and home building businesses.
- S Residential Development Company Limited (a 99%-owned subsidiary of the Company) partnered-up with HKL (Thai Developments) Limited, a subsidiary of a global developer Hongkong Land Holdings Limited, to jointly develop ‘The ESSE Sukhumvit 36’ – a luxury condominium project on Sukhumvit 36. The project is under a joint investment company, 51%-owned by S Residential Development Company Limited, and 49%-owned by HKL (Thai Developments) Limited.
- Launched ‘The ESSE at Singha Complex’ – a luxury condominium project located at the corner of Asoke-Montri and Phetchaburi Roads. The project was due to complete in 3Q19.
The Company acquired ordinary shares of DAII through tender offer, resulting an increase in the Company’s interest in DAII to 60.3%.
2017 AGM approved an investment in Phase 1 of Crossroads Project, a development project of tourist facilities on Embhoodoo Lagoon in the Republic of Maldives, with a total investment not exceeding USD 311.5 million.
- Issuance and offering of 400 million new ordinary shares worth THB 1,664 million to institutional investors by way of Private Placement
- Issuance and offering convertible bonds (US$ currency, SGX listed, 2% p.a. coupon, 5-year maturity) worth USD 180 million to institutional investors.
The 2018 AGM of April 25, 2018, approved issuance and offering of warrants of Singha Estate to be issued and offered for sale to the directors and employees and/or subsidiaries No. 3 (ESOP-Warrant-3) in order to boost their morale and sense of ownership.
19 additional villas in Santiburi Koh Samui were built to accommodate consumer increased demand for villas.
Singha Estate invested in six hotels and resorts in four countries from Outrigger Hotels Hawaii with a total investment value of USD 235.39 million.
Singha Estate launched an ultra-luxury single-detached house project: SANTIBURI THE RESIDENCES, made-to-order houses on land of one rai or more with an average gross floor area of 1,250 square metres.
Board of Directors approved an investment to develop office space and retail space (“OASIS Project”) with a net leasable area of 54,000 square metres and a total investment of THB 3,695 million. It is located on an area of approximately 7 rai on Vibhavadi Rangsit Road.
Singha Estate launched the grand opening of Singha Complex, which was the Company’s first luxury mixed-use project.
Singha Estate began ownership transfer of The ESSE Asoke, the first condominium developed by Singha Estate.
The Company established a trust under the name of S Prime Growth Leasehold Real Estate Investment Trust ("SPRIME") with an objective to invest in 30-year leasehold right over areas in the Suntowers office buildings, accounted for a value of THB 5,717 million. The Company also held a 20% shareholding in SPRIME, totaling THB 893.5 million.
The first dividend since the Company’s operation was made from 2018 net profit at the rate of 0.04 baht per share, totaling THB 274,148,771.
Singha Estate was named by the Stock Exchange of Thailand one of the companies on the Thailand Sustainability Investment (THIS) list for 2019. The Stock Exchange of Thailand, in collaboration with the Thai Institute of Directors (IOD), conducted a survey for the Corporate Governance Report (CGR) of Thai Listed Companies 2019 and the Company earned CGR rating of 93% (excellence, 5 starts).
Once Singha Estate transferred hospitality business to S Hotels and Resorts ("SHR"), SHR was spin off and announced an IPO offering with the IPO price at 5.20 bath per share. With this IPO, SHR received net proceeds totalling THB 7,351.6million (net deduction of related fees). However, Singha Estate maintains a shareholding of 60% in SHR; therefore, SHR remains a subsidiary of the Company.
The Company acquired Metropolis Office Building, with a total floor space of approximately 26,157 square meters, along with the leasehold rights of the land of the building for a total of THB 1,725 million. The office building is located in the heart of Phrom Phong near a BTS station. the Company plans to grant a long-term lease to S Prime Growth Leasehold Real Estate Investment Trust (SPRIME) in the future.
The EXTRO, an affordable luxury condominium, was officially launched in February 2020 with THB 4,066 million project value, 411 unit and THB 235,000 average selling price per sqm.
The COVID-19 pandemic began spreading in worldwide including Thailand since late March, resulting in lockdown measures, travel restriction and social distancing practice announced by local government.
- Residential business: the Company assists our condominium buyers unable to perform an inspection process by offering alternatives – buyer’s representative or 360-degree technology and allows clients to postpone processing their ownership transfer period to be within the end of this year
- Hospitality business: SHR, the Company’s subsidiary, has announced a temporary suspension since April 2020 of its hotel operations in Thailand, Maldives, Fiji and Mauritius and some hotels in United Kingdom. After the ease of measures implemented by local government to contain the spread of Covid-19 situation, the hotels gradually reopened their doors to welcome guests again since July 2020.
- Commercial business: the Company granted a special reduction in monthly rental and services fee during 2Q20-3Q20 to tenants in both retail and office space who were affected by COVID-19. Free advertisement media space to promote tenants’ product, services and businesses is also provided.
The bond holders of the Company’s convertible bond of USD 180 million (“the Bond”) exercised the right to early redeem 100% of the Bond and the Bond was delisted from the Singapore Exchange already. Regarding the redemption, the Company received financial supports from leading financial institutes in Baht currency with financial cost similar to cost of convertible bond.
The Board of Directors resolved to authorize the Company to sign a memorandum of understanding with the majority shareholders of Nirvana Daii Public Company Limited (NVD) to trade NVD’s shares on 23 November 2020. The counterparty and the Company agreed that the Company would sell 711,855,320 shares of NVD, equivalent to 51.56% of NVD’s total paid-up capital or THB 1,793,875,406.40, to NVD’s majority shareholders. The transaction was completed on 6 January 2021, after which NVD was no longer the Company’s subsidiary and the Company was able to develop housing projects under its own management without the previous anti-competitive conditions between the Company and NVD.
A super-luxury condominium project, The ESSE Sukhumvit 36, the first project under a joint investment with Hong Kong Land Group, with the investment ratio of 51:49 and a project value of over THB 6,400 million started ownership transfer. Performance of The ESSE Sukhumvit 36 would be recorded under share of gain/loss in joint venture (Equity method).
Disposal of Singha Estate’s stake in NVD transaction was completed on 6 January 2021. Upon completion of the disposal, NVD would no longer be the Company’s subsidiary, resulting in the lift of previous concerns on conflict of interest between the Company and NVD. The lift would allow Singha Estate to further exploit the strong demand growth in landed residential property business on its own management which would be at a faster and more efficient pace.
In February 2021, S Hotels and Resorts (UK) Limited (“SHR UK”), a 100%-owned subsidiary of SHR, acquired 50% of total issued shares of FS JV Co., Ltd. (“FS JV”) from the previous partner - FICO Holding (UK) Limited (“FICO UK”) with the transaction value of GBP 13.75m. After the completion of transaction, FS JV became one of SHR’s subsidiary. Essentially, FS JV has a portfolio of 26 hotels with 2,886 keys spanning across the United Kingdom under the Mercure brand, the globally well-known franchise. This acquisition will increase proportion of investment in properties of which performance has been as well as mitigate seasonal variation. Prior to this acquisition, majority SHR’s portfolio are in Thailand and Maldives of which high season are in 1st and 4th quarter. Adding more contribution from UK portfolio of which high season is in 2nd and 3rd quarter will enhance SHR’s performance to be more stabilize. Moreover, SHR planned to improve UK’s portfolio performance through various actions including appointing Interstate Hotels & Resorts, a specialist in hotel management under franchised brands and widely recognized in the UK and Europe, as a hotel management company in December 2020, rolling out renovation and refurbishment plan in certain hotels, balancing hotel portfolio to the optimal level, and divesting some assets such as unused plot of land to trim maintenance expense. At this stage, it is expected that once consolidated FS JV’s performance into SHR’s financial statement, annual revenue will increase by THB 2,000-3,000 m.
The Company’s 2021 Annual General Meeting of Shareholders has passed a resolution to approve the acquisition of the following by S.IF. Company Limited, a newly established subsidiary of Singha Estate:
- Acquisition of 100% of total ordinary issued share of Park Industry Company Limited (“PIC”). PIC is the owner of circa 1,790.56 rai of land for industrial estate development in Angthong Province.
- Acquisition of 30% of total ordinary issued shares of Angthong Power Company Limited (“ATP”). ATP generates electricity and steam with 123 MWh Co-Generation power plant and is located next to PIC’s industrial estate.
- Acquisition of option to acquire no less than 30% of ordinary share (“Option”) at par value in B.Grimm Power (Ratchaburi) 1 Company Limited (“BGPR 1”) and B.Grimm Power (Ratchaburi) 2 Company Limited (“BGPR 2”). BGPR 1 and BGPR 2 generate electricity and steam each with 140 MWh Co-Generation power plant, which are under construction. BGPR 1 and BGPR 2 are located in PIC’s industrial estate.