Mercurius Capital Investment Limited entered into a joint venture agreement to acquire 50% stake in Grand Bay Hotel Company Limited from Apex Development Public Company Limited, Pongphan Sampawakoop, Director, Chairman And Chief Executive Officer of Apex and Wirat Lertsampancharoen, Director of Apex for approximately THB 340 million.
Grand Bay Hotel Company Limited reported net assets of THB 343.3 million and net loss of THB 0.6 million for the year ended December 31, 2018. Pursuant to the agreement, the Board of Directors of Grand Bay shall consist of three directors appointed by Mercurius Capital Investment and three directors appointed by Apex Development Public Company. It is intended that the chairman and the managing director will be elected from Apex Development Public Company and the finance director will be elected from Mercurius Capital Investment. Mercurius Capital Investment intends to appoint Chang Wei Lu, Executive Chairman and Chief Executive Officer of Mercurius Capital Investment, Wong Leong Chui, Independent Non-Executive Director of Mercurius Capital Investment and Chew Hai Chiene Hester Arthur, Independent Non-Executive Director of Mercurius Capital Investment, to the board of directors of Grand Bay to oversee the investment in Grand Bay. Grand Bay will continue to be managed by its existing management team which comprises primarily representatives from Apex Development Public Company. No person is to be appointed as a director of Mercurius Capital in connection with the transaction.
The completion of transaction is subject to the following conditions being satisfied or waived by the Mercurius Capital Investment: all consents, permissions and/or resolution of any relevant person/entity, including but not limited to the Thai Board of Investment, as required by law for the transfer of the shares to Mercurius Capital Investment shall have been duly obtained; in respect of the payment of the 3rd installment, the written approval, consent or permission is obtained from Starwood Asia Pacific Hotels & Resorts Pte. Ltd. permitting the transfers of shares to Mercurius Capital Investment, in respect of the payment of the 1st installment, the result of the legal due diligence in respect of Grand Bay and the Sheraton Resort carried out by the Mercurius Capital Investment legal adviser is not unsatisfactory; in respect of the payment of the 2nd installment, the JV properties shall be duly released and discharged from any and all encumbrance; in respect of the payment of the 4th installment, the amended BOI Promotion Certificate that; (i) permits Grand Bay, as a BOI promoted person, to have at least 50% of its shares being held by foreigner; and (ii) grants Grand Bay, as a BOI promoted person, the right to own land as a non-tax benefit, is duly issued to Grand Bay; and the Building Construction Permit No. 063/2561 dated July 13, 2018 is duly amended by the relevant authority with the building descriptions stipulating that the relevant buildings of the Sheraton Resort are for the hotel buildings. The completion of transaction is also subject to both Mercurius Capital Investment and Apex Development Public Company obtaining the consents, permissions, resolutions and/or requisite approvals of (i) their respective stock exchange, the Singapore Exchange Security Trading Limited (SGX-ST) and The Stock Exchange of Thailand and, (ii) if required by the applicable law and regulations governing public limited company, and securities and stock exchange, its board of directors or shareholders. As per clarification from SGX-ST date June 20, 2019, the transaction requires approval of shareholders of Mercurius Capital. The extraordinary general meeting for the shareholders of Mercurius Capital shall be held on August 20, 2019. The Board of Directors of Apex Development Public Company Limited approved the transaction on June 13, 2019. As of August 2, 2019, the Directors of Mercurius Capital recommended the shareholders to vote in favor of the transaction. As on August 20, 2019 shareholders of Mercurius Capital Investment Limited approved the transaction. As on August 2, 2019 Mercurius Capital Investment Limited made first installment and completed the acquisition of 10% of the Sale Shares leading to 5% stake in Grand Bay Hotel Company Limited. As on August 29, 2019 Mercurius Capital Investment Limited completed the acquisition of 40% of Sale Shares leading to 20% stake in Grand Bay Hotel Company Limited on completion of second and third installment. Transaction is expected to be completed by end of January 2020. Apex Development Public Company shall utilize the proceeds of the transaction for investment and development of other projects as well as working capital and other purpose as appropriate. B.A.C.S. Private Limited acted as share registrar for Mercurius Capital.