Clarification Regarding Royal Orchid Hotel (Thailand) PCL. Disclosure to Public that the Payment Method for the Buy-Back of the Property Doesn't Comply with the Terms Stipulated in the Asset Sale and Purchase Agreement of Immovable & Movable Property

The Stock Exchange of Thailand · 2d ago
No. RMG 51/2026
15 July 2026
Subject: Clarification Regarding Royal Orchid Hotel (Thailand) Public Company
Limited Disclosure to Public that the Payment Method for the Buy-Back of the
Property Does Not Comply with the Terms Stipulated in the Asset Sale and
Purchase Agreement of Immovable and Movable Property (Royal Orchid Sheraton
Hotel and Towers Project)
To: The President
The Stock Exchange of Thailand
One Asset Management Company Limited ("ONEAM"), in its capacity as the REIT
Manager of the Grande Royal Orchid Hospitality Real Estate Investment Trust with
Buy-Back Condition ("GROREIT"), which invested in the property of the Royal
Orchid Sheraton Hotel and Towers Project (the "Property"), hereby clarifies
regarding the payment method for the buy-back price of the Property as publicly
disclosed by Royal Orchid Hotel (Thailand) Public Company Limited ("ROH")
through the electronic media system of the Stock Exchange of Thailand, to the
effect that the payment method for the buy-back price of the Property does not
comply with the terms stipulated in the Asset Sale and Purchase Agreement of
Immovable and Movable Property (Royal Orchid Sheraton Hotel and Towers Project)
(the "SPA").
ONEAM wishes to set out information regarding the payment method of the buy-back
of the Property and the sequence of events prior to the buy-back due date, as
follows:
1. Payment of the Buy-Back of the Property
Pursuant to the Lease Agreement for Immovable and Movable Property of the Royal
Orchid Sheraton Hotel and Towers Project (the "Lease Agreement") between MFC
Asset Management Public Company Limited ("MFC") in its capacity as the Trustee
of the GROREIT and ROH, each party is required to complete the following actions
no later than the last business day of the fifth lease year (i.e., 14 July
2026):
1.1 ROH shall pay to the GROREIT the purchase price for the leased property in
the amount of THB 4,873 million;
1.2 GROREIT shall register the transfer of ownership and deliver the leased
property free and clear of any encumbrances to ROH at the relevant land office,
together with deliver the title deeds of the leased property and all related
documents to ROH. Items 1.1 and 1.2 shall occur simultaneously; and
1.3 GROREIT shall deliver possession of the leased property to ROH.
2. Sequence of Events Prior to the Buy-Back Due Date
In this regard, on 2 July 2026, ROH invited ONEAM, MFC, and the Government
Savings Bank in its capacity as lender to the GROREIT to attend a meeting with
parties that ROH represented to be representatives of the financial institution
and/or fund from which ROH was seeking financing to pay the buy-back price of
the Property, who attended online, together with representatives of parties who
would co-invest in a newly established company to purchase the Property. At such
meeting, the said financial institution and/or fund raised questions regarding
the payment process, expressing concern as to how they could be assured that,
upon making payment to the GROREIT, the GROREIT would transfer the Property to
ROH and ROH would then transfer ownership of the Property to the newly
established joint venture company.
ONEAM and MFC explained that, since the Property is currently registered with a
mortgage in favor of the Government Savings Bank, the outstanding loan to the
Government Savings Bank must first be repaid before the Government Savings Bank
will discharge the mortgage, and that only upon the GROREIT receiving the
buy-back price would it be able to transfer ownership to ROH, who could then
transfer ownership onward to the newly established joint venture company. The
Government Savings Bank informed the meeting that if the loan repayment were
made by cashier's cheque, the cheque's confirmation process would need to be
completed before the mortgage could be discharged, and if the cheque's
confirmation is done but the clearing process is not yet complete on the same
day, one additional day's interest would need to be paid to the Government
Savings Bank, with a risk that the two subsequent ownership transfer
registrations might not be completable on the same day. The prospective lender
to ROH then asked whether the payment could be split, with a separate payment
made directly to the Government Savings Bank first. Both the Government Savings
Bank and the GROREIT raised no objection and indicated that if payment were made
by Bahtnet transfer, the process would be faster, by splitting the transfer
into two parts, one to the Government Savings Bank and one to the GROREIT, and
no one at the meeting objected. ROH also requested the GROREIT to prepare
details of such payment arrangement and send them for onward transmission to the
prospective lender. MFC subsequently sent a letter to ROH on 8 July 2026 in
accordance with what had been discussed at the meeting, providing payment
details in two parts as enquired by the financial institution that would be
lending to ROH.
However, on 13 July 2026, MFC received a letter from ROH dated 10 July 2026
alleging a breach of agreement and requesting rectification. Accordingly, on the
same day, MFC sent a new letter to ROH reverting to a single full-amount
payment to be transferred to the GROREIT.
ONEAM, as REIT Manager of the GROREIT, and MFC, as Trustee of the GROREIT, wish
to state that splitting payment between the mortgage creditor and the title
holder when registering a transaction at a land office is normal practice.
Nonetheless, if ROH was of the view that GROREIT's request to split the payment
into two parts constituted a breach of agreement, ROH could have presented a
cashier's cheque or made a BAHTNET transfer of the full amount on 14 July 2026.
Had the GROREIT been unable to transfer ownership to ROH in such case, the
GROREIT would have been in default and in breach of agreement. The fact of the
matter, however, is that no cashier's cheque or payment of any kind was
presented to the GROREIT at the land office on 14 July 2026, notwithstanding
that MFC had already sent a letter on 13 July 2026 notifying ROH to make full
payment to the GROREIT.
ONEAM, as REIT Manager of the GROREIT, and MFC, as Trustee of the GROREIT,
hereby confirm that the GROREIT was not in breach of the SPA. The request to
split the payment as described above was made at the enquiry of the financial
institution that would be lending to ROH, and the GROREIT was endeavoring to
assist ROH in completing the buy-back in accordance with the SPA. When ROH
indicated that it did not wish to have the payment split, the GROREIT sent a
letter requiring full payment to be made to the GROREIT before the date on which
ROH was required to complete the buy-back. Nonetheless, it was ROH itself that
failed to appear to buy back the Property in accordance with the SPA. ROH's
buy-back right has therefore expired.
Please be informed accordingly.
Yours sincerely,
(Mr. Alongkorn Prathanrasnikorn)
Chief Property and Trust Officer
One Asset Management Limited
______________________________________________________________________
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