Thaigroup is likely to acquire a 26.9% stake of Kim Lien Tourism from GPBank in April 2018. With this scenario, entrepreneur Nguyen Duc Thuy has almost the right to develop the project according to his orientation, as well as easily increase the ownership rate without spending more money to buy back existing shares.
Super project 14,300 billion
Kim Lien Tourism Joint Stock Company on January 19, 2020 held an extraordinary General Meeting of Shareholders (GMS) to discuss many important issues. Specifically, the Congress approved the dismissal of two members of the Board of Directors including Mr. Vu Hoang and Mr. Trinh Van Thiem, additionally elected Mr. Vu Ngoc Dinh and Mr. Nguyen Chi Kien; through the amendment and replacement of the full text of the Charter on organization and operation with some other contents.
Notably, Kim Lien Tourism shareholders approved the authorization for the Board of Directors to search and select investors and strategic partners to implement, cooperate and develop Kim Lien Complex Project, in the form of sign a business cooperation contract (BCC), jointly establish a project enterprise and / or other forms of investment cooperation to mobilize various sources of capital to implement the project.
At the end of 2015, overcoming many fierce rivals, Thaigroup of businessman Nguyen Duc Thuy (Bau Thuy) spent VND1,000 billion to buy a whole lot of 3,647,433 shares (52.43%) Kim Lien Tourism of SCIC at the “unbelievable” price at the time (274,200 VND / share). Kim Lien Tourism is the owner of the hotel of the same name at 5-7 Dao Duy Anh, Dong Da, Hanoi.
Kim Lien Hotel consists of 9 buildings and 430 hotel rooms, of which 79 rooms in Zone 4 are recognized with 3-star standards, the rest meet 2-star tourist standards. On August 2, 2016, the Vietnam National Administration of Tourism decided to revoke and recognize the 3-star tourist accommodation establishment for Kim Lien Hotel due to the severe deterioration of facilities. In 2018, Kim Lien Tourism’s revenue decreased by 31% compared to 2017, to only VND 99.3 billion.
However, the current deterioration or gloomy business do not seem to make Thaigroup – the new owner of Kim Lien Tourism so worried. The main concern of Bau Thuy, when having spent a trillion dong to buy shares, lies in another “game”, which is to turn 3.5 hectares of public land into commercial land, with very high land rent. big.
Right after taking over as Chairman of the Board of Directors Kim Lien Tourism, Mr. Nguyen Duc Thuy in a report in the middle of September 2016 said the situation of Kim Lien Hotel’s land at that time was urban public land and had routes. way through.
“Currently, the Hanoi People’s Committee is directing the Hanoi Construction Planning Institute to finalize the H1-3 urban subdivision planning project (including the land area of Kim Lien Hotel). So now Now, the Company needs to make an impact and contribute ideas to the City People’s Committee in directing the function of the land area to convert from public land into mixed land (services, commerce, offices, residential). ) in accordance with the Company’s development orientation and City planning, so the implementation of relevant procedures is very urgent. On this basis, the investment and new construction for The land of the hotel in accordance with the general planning of the City People’s Committee and the company is urgent “, the paragraph has paragraph.
After this proposal was approved by the General Meeting of Shareholders on September 22, 2016, Kim Lien Tourism, with the motivation from the parent company Thaigroup on November 7, 2016, signed a market research contract and a project feasibility consultant. with Savills Vietnam Co., Ltd. As a result, Savills estimated that the total cost for the project implementation is estimated at USD 615,824,395, equivalent to VND 14,287,125,964 (nearly VND 14.3 trillion).
Leader of Kim Lien Tourism led the Notice No. 1216 / TB / UBND dated October 9, 2019 of the People’s Committee of Hanoi City, saying the specific name of the project is “Project of Trade and Service Complex, Hotel, Office rooms and Apartments for rent in Lot No. 5-7 Dao Duy Anh “, expected scale of 8 blocks, including commercial centers, services and shophouse …
At the extraordinary General Meeting of Shareholders on January 19, 2020, based on the results of Savills’ advice, Kim Lien Tourism Board of Directors submitted to shareholders to approve the increase in capital from VND 69.57 billion to VND 2,786 billion, equivalent to 20 % of project investment capital in order to comply with the provisions of the Land Law. The policy of raising capital has been approved by the General Meeting of Shareholders, assigning the Board of Directors to build a capital raising roadmap, stock offering plan, capital raising issuance report …
During the meeting, an important content revealed by Kim Lien Tourism’s leader is the City People’s Committee. Hanoi, October 9, 2019, issued Document No. 1216 / TB-UBND on the Conclusion of the City People’s Committee Leadership Team on the construction planning criteria of 5-7 Dao Duy Anh project, a sign that The efforts of Mr. Nguyen Duc Thuy and Thaigroup have paid off.
Along with that, a very interesting information was also announced that Kim Lien Tourism has signed a contract with a number of partners such as Tan Hoang Minh, Delta contractor to implement Kim Lien Complex Project. .
The dominant role of Thaigroup and the difficult position of PTF
However, not all other shareholders “agree” according to Thaigroup in Kim Lien project. Post and Telecommunications Finance Company (PTF), now in the hands of SeaBank, proposed to publicize Notice 1216 of the People’s Committee of Hanoi, as well as detailing the size of the project, along with capital raising issues and Transactions with related parties. PTF confirmed that there is no basis for shareholders to consider these issues.
“In the Resolution of the Annual General Meeting of Shareholders 2016 authorized the Board of Directors to find partners for investment cooperation and looking for strategic investors to implement the project but so far we have not seen a report on The Board of Directors and the Presidium are requested to provide information, report to the General Meeting of Shareholders and tell us since 2016 what the company has done, how to find partners, what specific jobs have been done. About seeking investment partners, strategic investors, “said PTF representative, somewhat harsh.
Concurrently, GPBank’s shareholders also said that the basis for increasing capital and information of the project … is still general, there is not enough data for shareholders to discuss and give opinions.
However, most of the statements were approved with approval rates of more than 80%. The only report that was not approved, or recently, was a sign reflecting the dominant ownership of Thaigroup group at Kim Lien Tourism.
It is Report No. 3a on the transactions that generate revenues and costs with related parties – Thaigroup. Because Thaigroup was not allowed to vote, only 1,744,308 shares, equivalent to 60.62% of the voting shares agreed, while 1,143,590 shares voted against.
1,744,308 shares of Thaigroup were close to 1,870,800 Kim Lien Tourism shares that GPBank sold to an organization and two individuals in the auction on April 27, 2018. Note that SeaBank (a member of BRG Group) bought PTF – a major shareholder of Kim Lien Tourism just 2 months before the auction, leading to speculation about a confrontation between Bau Thuy and “Madame” Russia ( SeaBank President) – a businesswoman who is particularly interested in hotel M&A deals.
However, as noted, along with the starting price equal to the starting price (VND 305,053 / CP), the three investors spent VND 570.7 billion to buy 26.9% of the capital of Kim Lien Tourism. other than Thaigroup. And if this assumption is true in reality, the well-known businessman Ninh Binh has increased the ownership rate in Kim Lien Tourism to almost absolute control of 79.33%. The other two major shareholders are PTF (465,505 shares; 6.69%) and Global Petroleum Investment JSC (GP Invest 460,761 shares; 6.62%), and small shareholders hold the remaining 512,484 shares. about 7.37%.
In recent developments, PTF has calculated the way to withdraw from Kim Lien project when registering to sell all of Kim Lien Tourism’s shares under the agreement. Expected transaction time is from December 31, 2019 to January 31, 2020.
This is almost a mandatory move of PTF, because if not quickly withdraw, Kim Lien Tourism under the control of Thaigroup will soon increase capital with the unit dozens of times. At that time, 465,505 Kim Lien Tourism shares owned by PTF will be worth not much different from hundreds of millions of newly issued shares at par value (VND 10,000).
Even at the moment, it is hard for PTF to divest from the price of 305,053 dong / share of GPBank or 274,200 dong / share of SCIC. Because once dominated almost completely, Thuy still has many ways to increase ownership in Kim Lien Tourism, without spending an additional hundred billion to buy shares from the remaining minority shareholders.
By the end of 2018, Kim Lien Tourism’s total assets was 73.3 billion dong, down 5 billion dong from the beginning of the year; charter capital 69.57 billion, accumulated losses 8.7 billion. Revenue in the year reached VND 99.3 billion, down 31% compared to 2017; EAT is 8.6 billion dong, equivalent to basic earnings per share (EPS) of 1,238 dong.
Remarkably, the financial report shows that Thaigroup has transferred to Kim Lien Tourism 15.48 billion VND to buy 8 sweepers to give to the City People’s Committee. Hanoi. This amount has no payment term, no interest on late payment penalties.