WHA

WHA Corporation Public Company Limited

"Your Ultimate Solution Partner"

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"Market leader of world-class standard logistic facilities for rent."

On February 5th, the Company established WHA Ventures Holding Co., Ltd., in which the Company holds 99.99% of the shares to perform a tender offer of all issued and distributed shares in Hemaraj Company.

In March, the Company submitted a voluntary tender offer of all shares in Hemaraj Company with the price per share of THB 4.50. The duration for the voluntary tender offer was since 6th March 2015 to 10th April 2015.

In March, the Company announced a rights offering to existing shareholders for the amount of 350,506,096 shares, whereby the ratio of 2.75 existing shar es to 1 new share was given. Hence, the Company’s registered capital has increased from THB 963,891,769 to THB 1,314,397,866.

On 20th April, the Company has acquired 92.88% of Hemaraj’s securities, when of total outstanding shares.

On 27th April, the Company split the security par value from THB 1 per share to THB 0.10 per share. Therefore, the amount of shares has changed from 1,431,233,233 shares to 14,312,332,330 shares.

On 28th April, the Company sold the assets of the modification part of DSG project to the Fund for the total assets value of THB 17 mm (excluding value added tax)

In July, the Company issued THB 400 mm debentures No. 1/2558 for sale to institutional investors and high net worth investors, having a tenure of 2 years at a fixed rate of 3.95% per annum.

On 8th September, the Company issued THB 2,000 mm debentures No. 2/2558 for sale to institutional investors and high net worth investors, having a tenure of 3 years at a fixed rate of 4.15% per annum.

On 11th September, the Company issued THB 350 mm debentures No. 3/2558 for sale to institutional investors and high net worth investors, having a tenure of 2 years at a fixed rate of 3.70% per annum.

In October, the Company issued THB 250 mm debentures No. 4/2558 for sale to institutional investors and high net worth investors, having a tenure of 2 years, 3 days at a fixed rate of 3.70% per annum.

On 13th October, the Group of Companies has a resolution to clarify the business policies of the Group of Companies regarding warehouses, distribution centers, and factories. The Company will be the developer of Built-to-Suit projects serving the customers’ needs in warehouses, distribution centers, or factories and Ready-Built warehouses and factories in any area, except for those in the industrial estates, industrial zones, or industrial parks that will be developed by Hemaraj. On the contrary, Hemaraj will be the developer of Ready-Built projects in warehouses or distribution centers that are located in the industrial estates, industrial zones, or industrial parks that are developed by Hemaraj Company.

2015

On 30th October, the Group of Companies has a resolution to adjust the organizational structure and promoted Ms. Jareeporn Jarukornsakul to be Chief Executive Officer of the Company while Mr. Somyos Anantaprayoon, the former Chief Executive Officer of the Company, resumed the position of Chairman of the Board of Directors, Director, and executive director of the Company. In addition, Mr. Jakrit Chaisanit was promoted to be Chief Operating Officer of the Company.

On 6th November, the Company sold 2 office buildings to the WHA Business Complex Freehold and Leasehold Real Estate Investment Trust (“WHABT”) at the total sale price of THB 2,388,800,000 Baht (after deducting value added tax), in which WHA Real Estate Management Company Limited (WHAREM), one of the subsidiaries of the Company, was established to be the trust fund manager.

On 12th November, the Company issued THB 200 mm debentures No. 5/2558 for sale to institutional investors and high net worth investors, having a tenure of 2 years, 3 days at a fixed rate of 3.70% per annum.

On 2nd December, the Company submitted a voluntary tender offer of shares of Hemaraj Company to delist Hemaraj from the Stock Exchange of Thailand, in which the Company has submitted a voluntary tender offer of all shares in Hemaraj Company with the price per share of THB 4.40. The duration for the voluntary tender offer was from 3rd December 2015 to 9th February 2016.

On 14th December, the Company increased the capital from the exercise of 1,178,363,008 share of WHA-W2 totaling THB 3,181,580,121.16.

On 29th December, the Company sold 3 warehouses to WHART covering a total area of 174,914 sq.m. valued THB 4,645.9 mm (after deducting value added tax).

On 30th December, the Company established 3 subsidiary companies internationally, including:

  1. WHA Corporation (Hong Kong) Company Limited to invest internationally by operating businesses through holding stocks in foreign firms.
  2. WHA Corporation (International) Company Limited to invest internationally by operating businesses through holding stocks in foreign firms.
  3. PT WHA International Indonesia to invest in and operate businesses in Indonesia.

and established 1 subsidiary company domestically:

  1. WHA Infonite Holding Company Limited to operate businesses in information technology systems service centers and digital business.

In February, the Company issued Baht 500 mn debentures No. 1/2014 for sale to institutional investors and high net worth investors, having a tenure of 3 years at a fixed rate of 4.01% per annum.

In May, the Company issued Baht 1,810 mn debentures No. 2/2014 for sale to institutional investors and high net worth investors. The debentures were split into 2 sets. One was Baht 700 mn debentures having a tenure of 3 years, and the other was Baht 1,110 mn debentures having a tenure of 5 years as outlined in the below table.

No. No.
of units
Size
(Baht mn)
Fixed
Interest Rate
(per annum)
Tenure
(year)
1 700,000 700 3.75 3
2 1,100,000 1,100 4.42 5

In July, the Company issued Baht 1,700 mn debentures No. 3/2014 for sale to institutional investors and high net worth investors. The debentures were split into 4 tranches comprising Baht 435 mn, Baht 385 mn, Baht 600 mn and Baht 280 mn having a tenure of 3, 5, 7 and 10 years respectively as outlined in the below table.

No. No.
of units
Size
(Baht mn)
Fixed
Interest Rate
(per annum)
Tenure
(year)
1 435,000 435 3.85 3
2 385,000 385 4.40 5
3 600,000 600 4.70 7
4 280,000 280 5.00 10

In October, the Company issued Baht 200 mn debentures No. 4/2014 for sale to institutional investors and high net worth investors, having a tenure of 2.9 years at a fixed rate of 3.85% per annum.

In November, the Company issued Baht 290 mn debentures No. 5/2014 for sale to institutional investors and high net worth investors, having a tenure of 4 years at a fixed rate of 4.00% per annum.

2014

In December, WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust ("WHART") was set up. The Company sold 11 warehouse buildings covering a total area of 167,107.45 square meters, valued at Baht 4,420 mn, to WHART for which WHA Real Estate Management Co., Ltd. (WHAREM), a subsidiary company, was appointed the REIT manager.

In December, the Company entered into a share sale and purchase agreement (the "Share Sale and Purchase Agreement") with Hemaraj's major shareholders to purchase shares in Hemaraj Land and Development Public Co., Ltd. ("Hemaraj").

The Company declared its intent to voluntarily and conditionally take over Hemaraj's securities. It arranged a voluntary tender offer to acquire the securities at Baht 4.50 (Four Baht and Fifty Satang) per share on the condition that it would cancel the tender officer if the number of the offered shares at the end of the offer period was less than 50 (fifty) percent of Hemaraj's issued shares. The voluntary tender offer would take effect only if the following conditions have been satisfied.

  1. The conditions precedent specified in the Share Sale and Purchase Agreement to offer the shares in Hemaraj for sale at Baht 4.50 (Four Baht and Fifty Satang) per share by the major shareholders in the voluntary tender offer have been satisfied.
  2. The shareholders' meeting approved the Company and/or subsidiaries to acquire Hemaraj's shares as specified in the Share Sale and Purchase Agreement and the Company to proceed with the voluntary tender offer.
  3. The meeting of the Company's shareholders approved the issue and offer of increased shares for sale to the existing shareholders (right offering) and the Company successfully issued and sold the shares and registered the capital increase. The Company anticipated that it would be able to issue new shares of approximately Baht 8,800,000,000.
  4. The Company was approved credit facilities by financial institutions of amounts, when combining with the proceeds from the right offering, sufficient for acquiring all shares in Hemaraj under the voluntary tender offer. At present, the Company is negotiating with certain financial institutions.

In January, the Fund effected the 2nd capital increase of approximately Baht 2,142 mn for purchase of assets and taking delivery of leasehold right of 3 warehouse projects with the leased premises of 69,529.28 sq.m. from the Company and Warehouse Asia Alliance Co., Ltd. The Company was appointed as the property manager.

In April, the Company effected the registered capital for Baht 102 mn from Baht 510 mn to be Baht 612 mn to serve the stock dividend at the ratio of 5 existing shares to 1 new share.

In August, the Company and Gunkul Engineering Public Company Limited incorporated 11 companies to invest in Solar PV Rooftop project. 74.99% of shares in all 11 companies is held by WHA Corporation Public Company Limited and 25.01% by Gunkul Engineering Public Company Limited. The joint venture companies filed an application with Metropolitan Electricity Authority and Provincial Electricity Authority for proposal to sell electricity to them, and it was selected as the operator for such Solar PV Rooftop for 5 companies with capability of 4.28 MW (details of which are shown in Section 2.1, Descriptions of Products and Services)

In August, the Company decreased its registered capital in respect of the unpaid up shares of Baht 1,017 by deleting the authorized but unissued 1,017 shares which remained after the issuance of stock dividend pursuant to the resolution of the Annual General Meeting in 2013. After such capital decrease the Company had registered and paid up capital at Baht 611,998,983.

In September, the Company increased its registered capital for Baht 305,999,491 from Baht 611,998,983 to be Baht 917,998,474 to serve the stock dividend at the ratio of 2 existing shares to 1 new share.

In September, the Company offered the debentures to institutional investors and high net worth investors in the amount of Baht 2,700 mn divided into 3 tranches as detailed below:

2013
Tranche units amount
(Baht mn)
Fixed Interest Rate
(% per annum)
Term
1 1,630,000 1,630 4.24 3
2 500,000 500 4.55 4
3 570,000 570 4.84 5

In October, the Company and group of KPN incorporated WHA KPN Alliance Co., Ltd. with the registered capital of Baht 1 mn and have the plan to increase the capital to be Baht 768 mn to develop the premium warehouse and distribution center project which is the Built-to-Suit and Warehouse Farm projects on Bangna-Trad Road, KM 23, Bangplee, Samut Prakan. 64.97% of shares in the joint venture company will be held by WHA Corporation Public Company Limited and 35.03% by Mr. Krit Narongdetch.

In November, the Fund effected the 3rd capital increase of approximately Baht 4,056 mn for the purchase of assets and taking delivery of leasehold right for 5 warehouse projects and 1 movable asset at the total value of Baht 4,536 mn (including loan from institution at Baht 600 mn) with the leasable area of 173,366.79 sq.m. from the Company, Warehouse Asia Alliance Co., Ltd. and WHA Alliance Co., Ltd. The Company was appointed as the property manager.

In December, the Fund held the Unitholders' Meeting to consider the 4th capital increase in additional investment comprising of 4 warehouse projects and 1 project modification in the amount of up to 4,590.0 mn. The agenda was approved by the Unitholders' Meeting and has 1 year validity period since the approval date.

In February, the Fund effected the 1st capital increase in the amount of Baht 1,827 mn to purchase and take delivery of leasehold right of 3 warehouse projects and 1 factory project for the leased premises of 107,277.4 sq.m., and the Company was appointed as the property manager.

The shareholders' meeting of the Company no. 1/2012 held on April 20, 2012 approved the Company to proceed with the following.

  • The Company shall be converted to a public company limited under the name of WHA Corporation Public Company Limited.
  • The par value of Baht 10 shall be changed to Baht 1 par value.
  • The registered capital shall be increased for Baht 129,400,040 from Baht 380,599,960 registered capital to be new registered capital of Baht 510,000,000 by issuance of 129,400,040 new ordinary shares at Baht 1 par value for initial public offering.
2012

In March, the Company purchased 13,000,000 ordinary shares of WHA CTW Alliance Co., Ltd. representing 50.0% from Ms. Jitt Anantaprayoon at Baht 5.9 per share (the book value as of December 31, 2010 is Baht 8.6 per share). The Company and the group of major shareholders therefore hold the same 50% and the Company has obtained the control over the business since the said time.

WHA CWT Alliance changed the name to WHA Alliance.

In September, the Company decided to purchase 15,190,000 shares, representing 49.0% of shares in WHA Glomac Alliance from group of Glomac Berhad at Baht 18.8 per share, and 7,750,000 shares representing 25.5% of shares from Ms. Jitt Anantaprayoon at Baht 15.9 per share (book value as of December 31, 2010 is Baht 10.6 per share), totaling 74.0% of registered capital. The Company became the major shareholder in WHA Glomac Alliance. The group of major shareholders still holds 26.0% of shares. The Company obtained control over the business since the said time.

WHA Glomac Alliance changed its name to Warehouse Asia Alliance Co., Ltd.

2011

The Company initiated Warehouse Farm project, consisting of Built-to-Suit project and General Warehouse project. The first Warehouse Farm was located on 72,5000 sq.m. space on Bangna-Trad Road, KM 18 under the project name of WHA Mega Logistic Center Bangna-Trad KM.18.

In December, the Company increased the registered capital from Baht 170,000,000 to Baht 380,599,960 by offering for sale of 21,059,996 newly-issued shares at Baht 10 par value at the offer price of Baht 10 per share in the total amount of Baht 210,599,960. The Company has restructured its group of businesses and made the payment for newly-issued shares as follows.

  1. To swap 8,059,998 shares of Warehouse Asia Alliance Co., Ltd. at Baht 10 in the total amount of Baht 80,599,980. The swap ratio for shares of Warehouse Asia Alliance is 1 to 1.
  2. To swap 12,999,998 shares of WHA Alliance Co., Ltd. at Baht 10 in the total amount of Baht 129,999,980. The swap ratio for shares of WHA Alliance is 1 to 1.

At present, the Company holds 99.9% of paid-up registered capital of two companies. Purchase of shares in both companies was intended to enhance the efficiency in management and to prepare the readiness on initial public offering for shares to be listed on the Stock Exchange of Thailand.

In May, the group of major shareholders and group of Ms. Jitt Anantaprayoon decided to purchase all of ordinary shares in WHA CTW Alliance Co., Ltd. from CTW Distribution Co., Ltd. in the amount of Baht 80 mn or Baht 12.3 per share for 6,500,000 shares. The shareholding ratio of the group of major shareholders and group of Ms. Jitt Anantaprayoon, therefore, are 50%.

The Company offered new product and service on Sale and Leaseback by investment in purchase and leaseback of warehouse buildings of more than 36,000 sq.m. in Bangpa-In Industrial Estate, Ayudhaya.

In December, WHA Premium Factory and Warehouse Fund* was established. The Company sold 2 warehouse buildings and 1 factory with lease space of 39,808.8 sq.m. at the value of Baht 1,283 mn to the Fund and the Company was appointed as the property manager.

*In 2011, the unitholders approved the change of fund manager of WHA Premium Factory and Warehouse Fund from MFC Asset Management Public Company Limited to Kasikorn Asset Management Co., Ltd. and the Fund's name was changed to WHA Premium Factory and Warehouse Freehold and Leasehold Property Fund ("WHAPF").

2010

In February, WHA Alliance Co., Ltd. increased its registered capital to Baht 260 mn (paid-up capital of Baht 180 mn).

CWT Co., Ltd. (formerly, CWT Distribution Co., Ltd.) who provides logistics services in Singapore entered into joint venture with WHA Alliance Co., Ltd. at the ratio of 25% for 6,500,000 shares at Baht 10 par value in the total amount of Baht 65 mn while each of the group of major shareholders and group of Ms. Jitt Anantaprayoon increased the capital of Baht 7.5 mn for 750,000 shares. The shareholding ratio of the group of major shareholders and Ms. Jitt Anantaprayoon in WHA Alliance, therefore, decreased to the same 37.5%.

WHA Alliance Co., Ltd. changed the name to WHA CWT Alliance Co., Ltd.

2007

In March, a subsidiary of Glomac Berhad, a group of reputable real estate developer of residential and commercial areas in Malaysia holds 15,190,000 shares, representing 49.0% of shares in Warehouse Asia Alliance by purchase of shares from the group of major shareholders and group of Ms. Jitt Anantaprayoon at Baht 10 per share in the total amount of Baht 152 mn. The group of major shareholders, therefore, holds shares in Warehouse Asia Alliance Co., Ltd. at 26% of shares.

Warehouse Asia Alliance Co, Ltd. changed its name to WHA Glomac Alliance Co., Ltd.

In September, WHA Corporation Co., Ltd. was incorporated with the registered capital of Baht 170 mn (paid-up capital of Baht 170 mn).

The group of major shareholders and group of Ms. Jitt Anantaprayoon incorporated Warehouse Asia Alliance Co., Ltd. on June 14, 2006 with the initial capital of Baht 310 mn (paid-up capital of Baht 310 mn). The group of major shareholders holds 50% of shares in Warehouse Asia Alliance Co., Ltd.

WHA Alliance Co., Ltd. started its construction on distribution center project with 52,913.3 sq.m. area on Bangna-Trad Road, KM 20 which was the first project to undertake the business in response to the specific requirement of customers.

2006

Warehouse Asia Alliance Co., Ltd. commenced construction of air-conditioned distribution center with 52,706.8 sq.m. areas under one roof to keep medical products on Bangna-Trad Road, KM 19 which was the biggest and most modern air-conditioned distribution center in Thailand.

The group of major shareholders together with Ms. Jitt Anantaprayoon incorporated WHA Alliance Co., Ltd. On February 28, 2003 with the registered capital of Baht 180 mn (paid-up capital of Baht 1 mn-fully paid up in 2004). The major shareholders and group of Ms. Jitt Anantaprayoon equally hold shares at 50.0% ratio.

2003

WHA Alliance Co., Ltd. initiated the concept on development of the Built-to-Suit project for development of modern warehouses and distribution centers which satisfies the specific requirements of tenants.