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U City pcl : Acquisition of ordinary shares in Glamford Investments sp. z o.o.

01/07/2019 | 09:19am EST

(-Translation-)

Ref. No. U.SET 001/2019

January 7, 2019

Subject : Acquisition of ordinary shares in Glamford Investments sp. z o.o.

To

: The President

The Stock Exchange of ThailandU City Public Company Limited (the "Company") would like to inform you that on this day (January 7, 2019), Vienna International Hotelmanagement AG ("VI") (which is a subsidiary in Austria in which the Company indirectly holds 100 percent of shares via Lombard Estate Holdings Limited, which is a subsidiary in which the Company holds 100 percent of its total registered capital) has acquired 100 ordinary shares or equivalent to 100 percent of paid-up capital of Glamford Investments sp. z o.o. ("Glamford") from Vistra Shelf Companies Sp. z o.o. at a total purchase price of EUR 2,795.73 (or equivalent to Baht 102,938.78). In this regard, the purpose of Glamford is to invest in leasehold rights to carry on hotel business in overseas. The details of which are as follows:

Name:

Glamford Investments sp. z o.o.

Registered Office:

Al. Jerozolimskie 56C, 00-803 Warsaw, Poland

Incorporated under the laws of:

Poland

Type of business:

Hotel operation business

Registered capital:

PLN 5,000 (or equivalent to Baht 42,600) divided into 100 shares

Par value:

PLN 50 (or equivalent to Baht 426)

Paid-up capital:

PLN 5,000 (or equivalent to Baht 42,600)

Type of the acquired asset:

Ordinary shares of Glamford Investments sp. z o.o. equivalent to 100 percent of its total paid-up capital

Purchase price:

EUR 2,795.73 (or equivalent to Baht 102,938.78) (the purchase price is mutually agreed between the parties and refer to the book value of the shares.)

Shareholding structure after the completion of shares selling:

VI holds shares in proportion of 100 percent

Director Structure:

  • 1) Ms. Mr.Johanna Weichselbaumer

  • 2) Mr. Rupert Simoner

Funding Source:

Working capital of the Company

As a result of the completion of this transaction, Glamford has turned its status into the subsidiary of the Company. In this respect, Vistra Shelf Companies Sp. z o.o. does not have any relationship with the Company and this transaction is not a connected transaction under the Notificationof the Capital Market Supervisory Board No. TorChor. 21/2551 Re: Rules on Connected Transactions and the Notification of the Board of Governors 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).

Moreover, according to the Company's latest consolidated financial statement ended September 30, 2018, the total transaction size of acquisition of the aforementioned ordinary shares based on the total value of consideration paid criteria, is equivalent to 0.00018 percent, which does not fall within criteria under the Notification of the Capital Market Supervisory Board No. TorChor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets, and does not fall within the disclosure requirement under the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposal of Assets, B.E. 2547 (as amended). Reference is made to the foreign exchange rate according to the Notification of the Bank of Thailand as of January 7, 2019, of which EUR 1 is equivalent to Baht 36.82 and PLN 1 is equivalent to Baht 8.52. Thus, during the past 6 months, the Company and its subsidiaries have acquired other assets in the amount of approximately Baht 402,561,000, representing the total transaction size of 0.7338 percent as disclosed to the Stock Exchange of Thailand.

Please be informed accordingly.

Sincerely yours,

U City Public Company Limited

________________________________

(Miss Piyaporn Phanachet)

Director and Chief Executive Officer

Disclaimer

U City pcl published this content on 07 January 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 07 January 2019 14:18:08 UTC


ę Publicnow 2019
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