Awards and Certifications

Message from Chairman

Despite several economic figures of the past year pointing to precarious economic recovery, Singha Estate remained confident in the growth potential of the property market in addition to Thailand’s fundamentals and growth. In 2015, the Company therefore kept its business stride as stated in our plan, albeit more carefully, resulting in asset growth of more than double with a rise in revenue of 482% from the preceding year.

February 26, 2016

Mr. Chutinant Bhirombhakdi

Chairman

Dear Singha Estate Plc Shareholders
This was our first full year of business under the name of Singha Estate Plc and the guidance of the new Board of Directors and management team. Our main challenge this year was to grow business, restructure to accommodate such growth, and lay down a firm foundation to strengthen the corporation. Under good governance, these achievements would lead Singha Estate to our vision of “Becoming a premier lifestyle developer by crafting quality settings for people to live, play, work, and shop”.

This year and in early 2016, the Board warmly welcomed Mr. Thana Thienachariya, Assistant Professor Thanavath Phonvichai, Ph.D. and Ms. Napaporn Landy as independent directors, all with expertise and experience beneficial to Singha Estate. They also agreed to become sub-committee members. We also appointed the Risk Management Committee and the Nomination and Remuneration Committee to help the Board scrutinize, track, and steer specific tasks in support of the Board for its maximum efficiency.

Taking our stride to leadership

Despite several economic figures of the past year pointing to precarious economic recovery, the Board and the management remained confident in the growth potential of the property market in addition to Thailand’s fundamentals and growth. Singha Estate therefore kept its business stride as stated in our plan, albeit more carefully.

This year we more than doubled last year’s assets with major investments like the 51% stake acquired in Nirvana Development Co., Ltd. (“Nirvana”), a leading player in the development of single-detached houses and landed residences under the renowned “Nirvana” brand, manned by a veteran management team. This investment helped us leapfrog into the landed property business. In August we invested, by way of entire business transfer, in Suntowers Office Complex (“Suntowers”), major office buildings with consistently healthy performance outcomes. Besides diversifying risks to a business with steady revenue streams, we can build right on it by leveraging Suntowers’ experienced manpower and efficient office building management system.

This year’s other investment milestone was the hotel business expansion to the UK through the joint venture and outright share acquisition of Jupiter Hotels Holdings Limited (“Jupiter”), the proprietor and operator of 26 Mercure-branded hotels in the UK. Strategically, this move represented business growth to countries with high economic stability and low risks, which we believe will not only provide long-term healthy returns, but will also extend our overseas ventures, thanks to Jupiter’s knowledgeable and veteran hotel management team.

Year’s performance

Indeed, it was a challenging year for the property business, particularly the residential business, with several domestic factors not yet settled, coupled with unfavorable economic situations. That said, our revenue grew some 482% over the past year as a result of our above-mentioned business moves. Despite the increased expenses for sales and administration arising from Singha Estate corporate branding, the launches of many new projects, and the M&A professional fees, we still netted a comparable bottom line (excluding non-operating items) to last year and within the projected range.

It is perfectly normal for businesses to post high initial costs and expenses, particularly residential properties for sale, since the sales revenue is not realized until the end of construction and ownership transfer of houses or condominiums. Likewise, M&A typically gives business expansion high costs of business development and due diligence, whereas the revenue and benefits are gradually recognized later. Fully recognizing this short-term effect on our performance, we are convinced that it would over the longer term benefit Singha Estate and its shareholders.

Firm foundation for sustainable growth

Armed with a policy to forge relentless growth domestically and internationally, we are focusing on preparing the corporation—through efficient business processes, a suitable structure, adequate risk management and internal control systems, personnel capability-building, and cultivation of corporate values under good governance—in parallel with business growth. Exemplifying our accomplishments this past year were the development of Enterprise Resource Planning (“ERP”) and that with a focus on condominium sales management, organizational restructuring to align more with current businesses, and the devising of “PRIDE” corporate core values (Partnership, Refined, Integrity, Dynamic, and Entrepreneurship).

Our ongoing missions in 2016 include the ERP development and the house sales management system for Nirvana, development of HRIS (Human Resources Information System), an upgrade of internal control system to fit the wider business scope, and appointment of a taskforce in charge of supervising and driving risk management and sustainability development.

Business support by Boon Rawd Brewery Group

Boon Rawd Brewery Co., Ltd., is a major business conglomerate with a reputation of some eight decades and its distributor network spans domestic and international territories. Having Boon Rawd Brewery Group as its parent company benefits Singha Estate in more ways than one—land sourcing, investment and joint investment, co-marketing, and branding. Thanks to the business connection among Singha Estate and companies under Boon Rawd Brewery Group (connected parties), this relationship becomes a big plus for the Company’s own business. To be sure, the Board of Directors recognizes the need for transparency of connected transactions, which must in no way lead to conflicts of interest. Shareholder must also be assured of the process involved in connected transactions, which is why the Board has defined a principle for engagement in such transactions for clarity and for future company business approaches. To elaborate, the Audit Committee has valued and seriously revised the sensibility of the policy on connected transactions. Before engaging in each significant connected transaction, the management is to present details to the Audit Committee for their deliberation and comments, and must disclose the information required by the Office of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET).

For the past year or so since we became a SET-listed company under the name of Singha Estate, we have doubled our assets to over 25 billion baht with assets under the Company and its joint ventures consisting of 15 residential projects, retail areas and major office complexe, and 28 domestic and international hotels with some 3,100 rooms. Proudly, our stock has been included in the SET 100 Index. All these successes would have been inconceivable had it not been for the dedication of all the management and staff members. Having said that, in order for Singha Estate to achieve its vision, the Company will be confronting economic challenges and competition in the property business, which is expected to intensify. We are convinced, however, that with staunch support from customers, suppliers, and business partners, coupled with the experienced management team and employees who are committed to their jobs, Singha Estate will thrive and rapidly achieve its goals.

In summary, the Board of Directors is grateful to all related parties—the shareholders, trade partners, financial institutions, public and private entities, the mass media, and all its customers—for their trust in and support to the Company over the years. The Board wishes to reassure you of our determination to conduct business under corporate governance in the best interests of all. We remain committed to turning Singha Estate into a leading property developer in the near future.

February 26, 2016

Mr. Chutinant Bhirombhakdi
CHAIRMAN

Vision & Mission

OUR VISION

To be the premier lifestyle developer by crafting quality settings for people to Live, Play, Work & Shop,

while delivering sustainable growth and creating value for all stakeholders

OUR

Our structure

Corporate Timeline

Singha Estate Public Company Limited was formerly known as Rasa Property Development Plc. The Company was founded on August 14, 1995, under the former name of “Panichpoom Pattana Company Limited” with an initial paid-up capital of Baht 10 million.

The main objective was to engage in property development for housing estates and condominiums. The Company later underwent a name change to Rasa Property Development Plc, with listing on SET (Stock Exchange of Thailand) since April 30, 2004, under the RASA ticker symbol.

On September 12, 2014, the Company completed its business integration by entire business transfer (“EBT”) whereby the Company accepted a transfer of ordinary shares in Santiburi Co., Ltd. (“STB”) and ordinary shares in S Bright Future Co., Ltd. (“SBF”) from Mr. Santi Bhirombhakdi and Singha Property Management Co., Ltd.¹ (“SPM”), respectively. At the same time, as payment in kind for such EBT, the Company issued its new ordinary shares to Mr. Santi Bhirombhakdi and SPM in exchange for the STB’s share SBF’s shares, respectively. On the same day, the Company underwent a name change to Singha Estate Public Company Limited and a change of Company’s seal. The above mentioned transactions were in accordance with the Company’s business integration plan approved by the Extraordinary shareholders’ Meeting No.1/2557 on June 9, 2014.

¹Singha Property Management (Singapore) Pte. Ltd. is a wholly owned subsidiary of Singha Property Management Co., Ltd., which owns all its paid-up shares

Year

August 14, 1995

Formed a company with Baht 10 million in registered capital.
March 31, 2002

Increased the registered capital from Baht 10 million to Baht 20 million, with all shares fully paid up at par value of Baht 100 per share.
October 27, 2003

Further raised the registered capital from Baht 20 million to Baht 30 million, with all shares fully paid up.

April 30, 2004

Changed the Company name from Panichpoom Pattana Co., Ltd., to Rasa Property Development Co., Ltd., and then transformed into a public company. The registered capital was increased further to Baht 375 million from Baht 30 million, poised for public offering of 15 million shares. Listed on The Stock Exchange of Thailand (“SET”) and split par value from Baht 100 to Baht 5.
March 12, 2006

Decreased the registered capital from Baht 375 million to Baht 300 million, and then increased them to Baht 400 million.
April 12, 2007

Trading began on SET under the “RASA” security symbol.

March 16, 2011

Split par value from Baht 5 to Baht 1 per share.
April 27, 2012

Increased the registered capital from Baht 400 million to Baht 500 million.
May 3, 2013

Decreased the registered capital from Baht 500 million to Baht 499,999,986.
May 7, 2013

Increased the registered capital from Baht 499,999,986 to Baht 599,999,986.

June 9, 2014

The shareholders’ meeting approved a business integration plan with Santiburi Co., Ltd., and S Bright Future Co., Ltd., by entire business transfer.
September 12, 2014
- Issued 4,162,352,331 capital-increase common shares, allocating 2,932,405,804 shares to SPM and SPM SG as payment in kind for the shares of S Bright Future Co., Ltd., in lieu of cash, and allocated 1,229,946,524 shares to Mr. Santi Bhirombhakdi as payment in kind for the shares of Santiburi Co., Ltd., in lieu of cash. Such transactions resulted in the SPM Group, 99.99% owned by Boon Rawd Brewery Co., Ltd., and Mr. Santi Bhirombhakdi became new major shareholders of the Company.
- Underwent a name change to Singha Estate Plc.
September 18, 2014

Underwent an SET security symbol change from “RASA” to “S”.

April 4, 2015

The 2015 Annual General Meeting of Shareholders, held on April 22, 2015, approved the following transactions:
1. A 51% investment in Nirvana Development Company Limited (“Nirvana”), a well-established landed residential developer under the brand “Nirvana”
2. An increase of regi s tered capi tal of Baht 2,635,940,054 to the total registered capital of Baht 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 51% stake in Nirvana for a total investment of 2,091 million baht, by 1) acquiring ordinary shares of Nirvana from the existing shareholders, for which the Company paid in kind with newly issued ordinary shares of the Company (Share Swap), and 2) subscribing newly issued ordinary shares of Nirvana and paying in cash.
June 6, 2015

Completed the rights offering and the allocation of S-W1 warrants, in accordance with the 2015 AGM resolution.
August 8, 2015

Invested in Suntowers Office Complex (“Suntowers”) – a Grade-B twin-towered offices on Vibhavadi-Rangsit Road, with a total investment of 4,500 million baht. (see details under “Our Projects”.)
September 8, 2015

The Extraordinary General Meeting of Shareholders No. 1/2015, held on September 30, 2015, approved the following transactions:
- The investment in Singha Complex Project – a mixed-use commercial complex – located at the corner of Asoke Montri Road and New Phetchaburi Road, with a total investment cost of not exceeding 4,255 million baht (see details under “Future Projects”)
- The lease of certain office building areas in Singha Complex Project to Boon Rawd Brewery Co., Ltd. and/or its subsidiaries (“Boonrawd Group”) for a total lease period of 50 years, with an approximate total rental fee of 1,900 million baht.
October 10, 2015

Launched “The Esse Asoke” – a 4,500-million baht project-value luxury condominium located on Asoke Montri Road which is the first residential project developed by the Company after the business integration. (see details under “Future Projects”.)

Invested in 26 hotels under “Mercure” brand in the United Kingdom through a 50%-stake joint-venture company. Total investment is approximately 155 million GBP or 8,600 million baht. (see details under “Our Projects”)
November 11, 2015

Phi Phi Island Village Beach Resort launched 45 new villas with a new swimming pool (the second swimming pool of the hotel) to enhance its competitiveness and support the continuous growth of tourists.

Our Team

Board of Director

Chutinant Bhirombhakdi

Chairman

Napaporn Landy

Independent Director, and Chairman of the Audit Committee

Petipong Pungbun Na Ayudhya

Independent Director, Chairman of the Sustainable Development Committee, and Member of the Risk Management Committee

Charamporn Jotikasthira

Independent Director, Chairman of the Risk Management Committee, and Member of the Audit Committee

Chayanin Debhakam, D.B.A

Director, Chairman of the Nomination and Remuneration Committee, and Member of the Sustainable Development Committee

Karoon Nuntileepong

Independent Director, Member of the Audit Committee, and Member of the Nomination and Remuneration Committee

Asst. Prof. Thanavath Phonvichai, Ph.D.

Independent Director and Member of Nomination and Remuneration Committee

Nutchdhawattana Silpavittayakul

Director, and Member of the Sustainable Development Committee

Naris Cheyklin

Director,Member of the Risk Management Committee,Member of the Sustainable Development Committee,and Chief Executive Officer

Audit Committee