TH EN

Corporate's Background

Property Perfect Public Company Limited was established on 14 August 1985 by the group of Maneeya Estate’’s operators, with initial registered capital of Bt300,000. On 19 October 1993, the company was registered as a public company and on 1 June in the same year, it was listed on the Stock Exchange of Thailand in the Property Sector.

The Company witnessed severe impacts from the financial crisis and baht devaluation in 1997, leading to financial problems, business rehabilitation and debt restructuring. After completing rehabilitation and debtrestructuring conditions, the Central Bankruptcy Court approved the exit from rehabilitation in 2004. Loans were gradually repaid to creditors in the rehabilitation plan, until they were fully repaid in 2011.

As 31 December 2019, The company is now capitalized at Bt10,022,174,312, consisting of 10,022,174,312 common shares at Bt1 par value. The paid-up capital is 8,667,826,432, consisting 8,667,826,432 common shares at Bt1 par value.

Milestones

2020
  • The shareholders at the 2020 on 14 May 2020 Annual General Meeting endorsed:
    1. Capital reduction from Bt.10,022,174,312 to Bt8,667,826,432 or 8,667,826,432 common shares at Bt.1 par value, by cancelling 1,354,347,880 unallocated shares. Of total allocated shares at Bt1 par value, 1,083,478,304 shares were reserved for a right offering at the ratio of 8 existing shares for 1 new share and the remaining 270,869,576 shares were reserved for the exercise of warrants to be issued to existing shareholders subscribing to the new shares, as approved by the 1/2019 extraordinary shareholder meeting dated 27 September 2019.
    2. Capital increase from Bt.8,667,826,432 to Bt9,534,609,075, or by Bt.866,782,643, through the issuance of 866,782,643 new shares with Bt1 par value. The new shares will be issued as dividends for the 2019 operating year.
2019
  • The Board of Directors at the 1/2019 meeting on 24 January 2019 approved the buyout of Perfect Prefab Co., Ltd.’s 1,200,000 shares from Center of Standard Precast Co., Ltd. The 20% stake boosted the Company’s equity in Perfect Prefab to 100%.
  • The Board of Directors at the 1/2019 meeting on 24 January 2019 approved the establishment of the following wholly-owned subsidiaries:
    1. PF Forestry Co., Ltd., capitalized at Bt15 million with 150,000 paid-up common shares at Bt100 par value.
    2. PFS 1 Co., Ltd., capitalized at Bt5 million with 50,000 paid-up common shares at Bt100 par value.
    3. PFS 2 Co., Ltd., capitalized at Bt5 million with 50,000 paid-up common shares at Bt100 par value.
  • The Board of Directors at the 4/2019 meeting on 14 May 2019 resolved to establish another 3 subsidiaries – PF HKL 4 Co., Ltd. (PFHKL 4), PF HKL 5 Co., Ltd. (PFHKL 5), PF HKL 6 Co., Ltd. (PFHKL 6). Each is capitalized at Bt5 million, having paid-up 50,000 common shares at Bt100 par value. All the 100% shares of PF in PFHKL 4 was sold to HKL Perfect Co., Ltd. (HKLPF).
  • The Board of Directors at the 4/2019 meeting on 14 May 2019 approved the partnership with Sumitomo Forestry Singapore Ltd. (Sumitomo) , a unit of Sumitomo Forestry Co., Ltd. PF holds a 51% stake in PF Forestry Co., Ltd. and Sumitomo holds the remaining 49%. PF Forestry later raised capital from Bt15 million to Bt500 million, consisting of 5 million shares at Bt100 par value. PF will then sell the 49% stake to Sumitomo at an amount of Bt245 million.
  • At the 1/2019 extraordinary shareholders’ meeting on 27 September 2019, where the following agenda was endorsed;
    1. Approve the company’s registered capital decrease from Bt9 million to Bt8,667,826,432 or 8,667,826,432 shares at Bt1 par value. Of total, 332,173,568 shares were unallocated, including 300,000,000 shares left over from a private placement. Shareholders at the 1/2016 meeting made no resolution on the allocation of the leftover shares.
    2. Approve the capital increase from Bt8,667,826,432 to Bt10,022,174,312, by issuing 1,354,347,880 common shares at Bt1 par value.
    3. Approve the allocation of 1,354,347,880 new shares at Bt. 1 par value through the following methods;
      1. Sell no more than 1,083,478,304 shares shares at Bt. 1 par value in the right offering, offering existing shareholders at the ratio of 8 existing shares to 1 new share at the price of Bt1 apiece or at Bt1 par value.
      2. Empower the executive committee or authorized directors in allocating the shares left over from the right offering in 3.1 to existing shareholders who subscribe and pay for shares above their entitled rights at the price of Bt1.
      3. Reserve no more than 270,869,576 shares for the exercise of warrants sold to those existing shareholders who subscribe for the right offering. One warrant can be exercised for 1 common share at the exercise price of Bt1.50.
      4. Empower the Board of Directors and/or the Executive Committee and/or authorized directors and/or persons designated by the Board of Directors and the Executive Committee in changing details of the share allocation and take other necessary actions deemed appropriate in accordance with relevant laws and regulations.
  • Kiroro Resort Holding Co., Ltd.’s Board of Directors at the 2/2019 meeting on 15 February 2019 endorsed the merger of Kiroro Associate Co., Ltd., Kiroro Hotel Co., Ltd, and Kiroro Resort Development Co., Ltd. for faster and greater operational efficiency.
2018
  • The Board of Directors of Grande Asset Hotels and Property Public Company Limited (“GRAND”) at the 1/2018 meeting on Wednesday 14 February 2018 resolved to fix the record date on 5 March 2018 for the subscription of 866,711,771 new shares at Bt1 par value. The rights offering was offered to existing shareholders at the ratio of 10 old shares per 3 new shares (incremental shares are nullified) at the price of Bt1 apiece. The subscription and payment date was on 5 April 2018 and 9-12 April 2018, totaling 5 working days.
  • The Board of Directors at the 4/2018 meeting on 22 March 2018 approved Property Perfect Public Company Limited (“PF”)’s joint venture with Hongkong Land Company Limited (“HKL”). The joint venture namely HKL Perfect Company Limited engages in the investment and development of property for sale.
  • The Board of Directors at the 5/2018 meeting on 10 May 2018 approved Property Perfect Public Company Limited (“PF”)’s joint venture with Sekisui Chemical Company Limited (“Sekisui”). The joint venture namely PF-Sekisui JV Company Limited engages in the investment, construction and development of property for sale.
  • The Board of Directors at the 6/2018 meeting on 4 July 2018 approved Property Perfect Public Company Limited (“PF”)’s joint venture with its subsidiary, Grande Asset Hotels and Property Public Company Limited (“GRAND”), and Sumitomo Forestry Singapore Ltd. The joint venture namely Grand River Forest Company Limited engages in the investment and development of a property project on Charoennakorn Road for sale.
2017
  • The Company, Sumitomo Forestry Company Limited and Grande Asset Hotels and Property Public Company Limited set up a joint venture namely Grand Star Company Limited, to develop a high-end downtown condominium project.
  • Grande Asset Hotels and Property Public Company Limited (“GRAND”) convened the annual shareholder meeting on 24 April 2017 where the following agenda was endorsed.
    - Reduced the registered capital from Bt2,889,040,000 to Bt2,889,039,237 consisting of 2,889,039,237 common shares at Bt1 par value.
    - Raise the registered capital from Bt2,889,039,237 to Bt5,000,000,000 by issuing 2,110,960,763 new shares at Bt1 par value.
    - Allocate 866,711,771 shares at Bt1 par value for a rights offering, offering existing shareholders 3 new shares for 10 existing shares at the price of Bt1 apiece.
    - Allocate 1,244,248,992 new shares at Bt1 par value and shares left over from the rights offering for a private placement.
  • The Company’s Board of Directors at the meeting on 11 May 2017 resolved to sell all 26,000,000 shares in Dara Harbour Company Limited or 65% of Dara Harbour’s equity to Central Pattana Public Company Limited.
  • T Utilities Company Limited (TU), a subsidiary, called for the additional 50% payment of newly-issued shares worth totally Bt60 million. All the new shares were paid up, boosting the registered and paid-up capital to Bt75 million. The Board of Directors at the 4/2017 meeting on 4 August 2017 resolved to raise the Company’s stake in TU from 40% to 45%. As of 31 December 2017, TU is raising the registered capital from Bt75 million to Bt300 million to support investment projects.
  • The Company converted the 1,205,000,000-yen loan to Kiroro Resort Holdings to 241,000 preferred shares with 5,000 yen par value in Share Group, raising Property Perfect International’s stake in Kiroro Resort Holdings to 98.10%.
2016
  • The Company and SCI Electric Public Company Limited set up a 40:60 joint venture called T Utilities Company Limited (TU), to offer utility services. the joint venture’s registered capital and paid-up capital stood at Bt15,000,000. TU subsequently raised
  • the registered capital by Bt60 million to Bt75 million, calling for the 25% payment of the newly-issued shares or Bt15 million. The paid-up capital was raised to Bt30 million.
  • KRH’s board of directors approved the establishment of a wholly-owned subsidiary, Kiroro Resort Development Co., Ltd. to develop property projects. The new venture is capitalized at 30 million yen.
  • We Retail’s board of directors approved the 50% investment in a newly-established joint venture, All Discount Co., Ltd. The retail-business venture is capitalized at Bt25 million, one fourth of its Bt100 million registered capital (1,000,000 shares at Bt100 par value).
  • At the 1/2016 extraordinary meeting on 23 December 2016, shareholders approved the issuance of 1,300 million shares at Bt1 par value, to be offered in lots through private placements, as well as the issuance of debentures denominated in US dollar or other currencies worth no more than US$100 million.
2015
  • The annual shareholder meeting resolutions reached on 23 April 2015 were as follows:
    • Approve the Company’s alteration in the payment method for shares in Thai Property Company Limited (TPROP). Tendering for all shares in TPROP, the Company would only offer cash payment of Bt0.57 a share to TPROP’s shareholders.
    • Approve the Company’s alteration in the payment method for shares in Grande Asset Hotels and Property Public Company Limited (Grande Asset). Tendering for all shares in Grande Asset, the Company would only offer cash payment of Bt1.29 per share to Grande Asset’s shareholders. The tender offer price was changed to Bt1.29 a share as Grande Asset’s shareholders approved the issuance of new shares as dividend payment, at the ratio of 1 share per 20 existing shares.
    • Unanimously approve the reduction in the Company’s registered capital from Bt10,737,610,610 to Bt5,960,980,722 (5,960,980,722 shares at Bt1 par value), by cancelling unallocated shares reserved for the tender offer of TPROP and Grande Asset as well as shares reserved for the exercise of1/2012 warrants (PF-W3) totaling 4,776,629,888 shares at Bt1 par value.
    • Approve the capital increase from Bt5,960,980,722 to Bt7,900,000,000, by issuing 1,939,019,278 shares at Bt1 par value.
    • Approve the allocation of 1,928,031,552 shares at Bt1 par value to existing shareholders, at the ratio of 1 new share to every 3 old shares at the price of Bt1. (Incremental shares were unaccounted for). Approve the reservation of no more than 10,987,726 shares at Bt1 par value for the exercise of 1/2012 warrants (PF-W3). The company issued a total of 1,806,495,077 shares at Bt1 apiece or a total of Bt1,806,495,077.
    • The Company had issued 1,806,495,077 shares at Bt1 apiece or a total of Bt1,806,495,077. Warrants (PF-W3) were also exercised for the value of Bt78,379,700.

    The company issued a total of 1,806,495,077 shares at Bt1 apiece or a total of Bt1,806,495,077. Warrants (PF-W3) were also exercised for the value of Bt78,379,700.

  • Establish a subsidiary namely Dara Harbor Company Limited with the registered capital of Bt400,000,000 (Bt200,000,000 paid-up). The Company holds a 65% stake in the subsidiary.
  • Increase the registered capital in We Retail Company Limited accordingly to the Company’s holding. The Company, holding 94.98% in We Retail, subscribed to the 1:1 rights offering shares worth Bt1,300,985,485.80 or Bt1.10 per share.
2014
  • We Retail Co Ltd reduced the capital from Bt6,337,678,570 (1,267,535,714 common shares at Bt5 par value) to Bt1,330,912,499.70, by lowering the par value from Bt5 to Bt1.05. Through the reduced capital worth Bt5,006,766,070.30, We Retail’s share loss and accumulated losses were cleared. Then, the capital was raised from Bt1,330,912,499.70 to Bt4,761,824,999.40 (4,535,071,428 shares at Bt1.05 par value).
  • Property Perfect International converted loan to Share Group to equity, by subscribing to 100,000 new shares at 5,000 yen a share or a total of 500 million yen. Share Group then used the proceeds to repay a loan to Property Perfect International. Property Perfect International now owns 95.61% in Share Group, which was renamed to Kiroro Resort Holdings in November 2014.
  • Shareholders at the 1/2014 extraordinary meeting on 29 July 2014 approved the the plan to take over Thai Property and Grande Asset. The shareholders also approved related activities like the issuance and allocation of new shares to Thai Property and Grande Asset’s shareholders who agree to the acquisition plan.
  • Raise the registered capital in Perfect Sport Club Co Ltd by Bt45 million to Bt50 million. Half of it is paid-up.
  • On 6 November 2014, the Board of Directors approved the divestment of all shares in Krungthep Land (KLAND) to Golden Land Property Development Public Company Limited. The decision is pending for the approval of Golden Land’s shareholders who convened on 9 December 2014.
  • Univenture Co.,Ltd held the 1/2014 extraordinary shareholder meeting on 9 December 2014, whereby Golden Land Property Development, a subsidiary, was allowed to buy all 1,780,000 shares of KLAND or a sufficient number to own at least 51% of KLAND’s shares from existing shareholders at Bt2 apiece. The decision was to ensure Golden Land Property Development’s controlling stake in KLAND. The 100% stake was estimated to value Bt3,560,000.
2013
  • The Board of Directors resolved to repurchase all houses sold to Property Perfect Fund at the price of Bt505 million. Property Perfect Fund was dissolved in March.
  • Establish a wholly-owned subsidiary, Chiangmai Development Company Limited, wthe the registered and paid-capital of Bt200 million, consisting of 2 million shares at Bt100 par value.,the company holds 100%
  • Subscribe to We Retail Public Company Limited's capital-increase shares, to maintain the shareholding ratio is 93.31%
  • Increase the registered capital of Uniloft Service Co.,Ltd. a subsidiary, by Bt4.9 million from Bt100,000 (paid-up). Twenty five per cent of new capital is paid up, of Bt1.225 million. The current paid-up capital is Bt1.325 million.
  • Buy all shares of Mariya Stuff Company Limited, which owns the leasing right on a land in Bang Kapi, at Bt350 million. This turns Mariya which was later renamed to Ramintra Mall Co.,Ltd. into a subsidiary.
  • Establish and co-invest in Uniloft Property Fucd, which was transferred a dormitory building near Mahidol University Salaya Campus. The fund was registered with Bt515 million in capital, consisting 51.5 million shares at Bt10 par value.
2012
  • Invest in Japan through subsidiary Property Perfect International Pte Ltd (PPI), which bought 69.01% shares in Share Group Co.,Ltd. (SG) (Renamed to Kiroro Holdings.) and its assets, Kiroro Resort on Hokkaido Island. The assets cover a 292-rai land plot, 2 hotel buildings with 422 rooms, hotel fixtures, and ski equipment.
  • Pay an additional sum for U&I Construction Bangkok Co.,Ltd., wirth Bt50 a share, for new shares which raised the wholly-owned subsidiary's capital to Bt100 million.
  • Approve the purchase 363,912,024 shares of We Retail Public Company Limited, a subsidiary, offered at Bt1.10 apiece or a total of Bt400,303,226.40. The new shares boosted the Company's stake in we Retail to 727,824,048 shares of 91.05%
2011
  • Invest Bt500 million in new shares of Bright Development Bangkok Company Limited (100%-owned subsidiary), which increased capital to Bt1,000 million.
  • Establish U & I Construction Bangkok Company Limited to provide construction services, with registered capital of Bt100 million ,Bt50 million paid-up. (100%-owned subsidiary).
  • Split par from Bt6 to Bt1
  • Perfect Prefab Co.,Ltd. was established, as a 51:49 joint venture with Center of Standard Precast co Ltd, with registered capital of Bt10 million. The capital worth Bt2.5 million is paid-up.
  • Establish Uniloft Service (Thailand) Company Limited as a subsidiary, with registered capital f Bt100,000 (100%-owned subsidiary.).
  • Increase Perfect Sport Club Company Limited's registered capital by Bt4 million to Bt5 million, to finance the investment in True Coffee shops inside the projects' clubs.
  • Acquire capital-increase shares of Daidomon Group Public Company Limited, offered through a private placement, and tedder for the remaining shares through a mandatory tender offer.
  • Dispose all shares held in Centrepoint Shopping Mall Company Limited ti Daidomon Group Public Company Limited at the price of Bt400.2 million. We Retail paid for the shares through its capital-increase shares. (Renamed to We Retail Plc.)
2010
  • January 2010
  • Invest Bt200 million for 20 million capital-increase shares (Bt10 par value) of Estate Perfect Company Limited (Estate) to maintain the stake.
  • Cancel the joint venture with Timberline Investment Pte. Ltd, which holds 40% in Centrepoint Shopping Mall Company Limited. The company bought 4,000 shares, at Bt100 apiece or a total of Bt400,000, which increased its stake in Centrepoint Shopping Mall Company Limited to 99.99%.
  • Increase Centrepoint Shopping Mall Company Limited's registered capital from Bt1 million (10,000 shares at Bt100 par value) to Bt500 million. Only 30% of the registered capital is paid-up, or Bt150.7 million. This required the company's investment of Bt149.7 million.
  • Acquire the 100% stake in Residence Number Nine Company Limited, for the ownership of Residence Number Nine Company Limited's land.

  • April 2010
  • Appoint one extra independent director, to bring the total number to 5. This increased the number of directors to 12.
  • Cancel the unallocated debentures worth Bt80 million, approved by shareholders at the 2008 annual general meeting on 30 April 2008.
  • Approve the issuance of all types of debentures (secured and unsecured) worth no more than Bt4,000 million with maturity of no more than 5 years. The debentures are to be offered entirely or partially in a public offering, and/or sale to institutional investors and/or in a private placement, in the domestic market and/or overseas. The proceeds will be used to finance project development, expand land bank and increase the working capital.

  • May 2010
  • Set the outstanding value of bill of exchange at a point of time at no more than Bt2,000 million.

  • August 2010
  • Redeem secured debentures (series 1/2009) of Property Perfect Public Company Limited worth Bt520 million, ahead of the maturity in 2012.

  • November 2010
  • Approve the issuance of bill of exchange worth no more than Bt1,000 million and set the outstanding value of B/E at a point of time at no more than Bt3,000 million.
2009
  • April 2009
  • Allocate partial earnings worth Bt40 million as legal reserves and approve the dividend of Bt0.36 per share or a total of Bt283,579,783.20, payable within 30 May 2009. Names of shareholders entitled to the payment were announced on 14 May 2009, accumulated accordingly to the Securities and Exchange Act's Article 225. Closing date for the dividend payment was 15 May 2009.
  • Pay out bonus no more than Bt15 million to directors for the 2008 operating year. Chairman was tasked to allocate the amount.
  • Pay meeting allowance worth no more than Bt7.5 million to the board of directors for the 2009 operating year.
  • Appoint Mr.Narong Puntawong, CFA 3315, and/or Miss Thipawan Nananuwat, CFA 3459 and/or Miss Siraporn Ouaanunkun, CFA 3844, of Ernst & Young Thailand as the auditor in 2009, and set the auditing fee at no more than Bt1.65 million.

  • August 2009
  • Issue bill of exchange worth no more than Bt1,000 million.

  • November 2009
  • Invest Bt499 million for 4,999,000 capital-increase shares (Bt100 par value) of Bright Development Bangkok Company Limited, a subsidiary, to maintain the stake in the subsidiary.
  • Issue additional bill of exchange worth no more than Bt1,000 million.
2008
  • April 2008
  • Approve the issuance of all types of debentures (secured or unsecured) worth no more than Bt2,000 million. The 5-year debentures will be offered in a public offering and/or institutional investors, and/or a private placement. The proceeds will be used in expanding land bank, retiring high-cost debt, and boosting the working capital.
  • Establish Property Perfect Fund (the fund), with unit trusts worth Bt520 million. The proceeds were used to buy land and 64 units of 2-storey single houses. Five-year minimum revenue guarantee is offered to the fund. The company invested 5.73% in the fund and raised the stake to 6.46% as of 30 June 2010.

  • Resolutions of the 1/2008 extraordinary shareholder meeting on 20 June 2000
  • Cancel the issuance of remaining convertible debentures worth US$15 million, approved at the 1/2005 extraordinary shareholder meeting on 19 September 2005.
  • Cancel the issuance and allocation of 39,000,000 shares, reserved for the exercise of warrants issued to directors and/or employees under the ESOP scheme.
  • Reduce the registered capital from Bt6,213.56 million to Bt5,589.56 million, by the cancellation of 931.59 shares (Bt6 par value).
  • Approve the issuance of convertible debentures worth no more than US$30 million or no more than Bt1,000 million in baht equivalent, to be offered to foreign institutional investors or local institutional investors. The maturity must not exceed 5 years.
  • Increase the registered capital from Bt5,589.56 million to Bt6,552 million, by the issuance of 160.40 million shares (Bt6 par value) for the conversion of convertible debentures as approved at the shareholder meeting.
2007
  • January 2007
  • Subscribe to capital-increase shares of Krungthep Land Public Company Limited (Krungthep Land), to maintain its stake. The company was allocated 6,000,000 shares at Bt10 apiece or Bt60,000,000.

  • April 2007
  • Set up a new subsidiary, Bright Development Bangkok Company Limited, to develop Metro Sky Ratchada, with registered capital of Bt1 million, consisting of 10,000 shares (Par Bt100). The company owns 99.94%.
  • Issue 1-year secured debentures worth Bt462,150,000 of Bright Development Bangkok Compay Limited, to Lehman Brothers Pan Asian Investments. The proceeds are used to finance the purchase of a land plot on Ratchadapisek Road.

  • September 2007
  • Set up Centrepoint Shopping Mall Company Limited to develop shopping malls on land leased to the company and sub-leased to a foreign partner, which has been in the retail development business. The joint venture is registered with Bt1 million capital (10,000 shares at Bt100 par), owned 59.95% by the company and 40% by Timberline Investment Pte Ltd.
2005
  • Launched the first Condominium project under brand "Metro Park"
1993
  • Listed on SET
  • Registered as a Public Company Limited
1985
  • Set Up the Company