-Translation-
December 18, 2017
Subject: Notification of new set up company, capital increase and investment of MINT subsidiary (Corbin & King)
(additional information)
To:The President
The Stock Exchange of ThailandNew set up company and capital increase of MINT subsidiary
Minor International Public Company Limited ('the Company', 'MINT') would like to inform that MI Squared Limited, a 100% subsidiary of MINT has set up a new company, as the following details:
Company Name Date of transaction Shareholding structure
Board of DirectorsRegistered CapitalSource of Fund
Before capital increase Minor C&K Limited November 2017 MI Squared Limited
1. Mr. William Ellwood Heinecke
2. Mr. Emmanuel Jude Dillipraj Rajakarier
3. Mr. Stephen Andrew Chojnacki
4. Mr. Kosin Chantikul
GBP 1 divided into 1 shares GBP 23,335,391 divided into 23,335,391 shares at the ordinary share value of GBP 1 each at the ordinary share value of GBP 1 each
Objective of the investment Benefit of investmentInvestment of MINT Subsidiary
After capital increase
December 2017
100%
MI Squared Limited 74%
Mr. Jeremy Richard Bruce King, Mr. 26% Christopher John Corbin and others
1. Mr. William Ellwood Heinecke
2. Mr. Emmanuel Jude Dillipraj Rajakarier
3. Mr. Stephen Andrew Chojnacki
4. Mr. Kosin Chantikul
5. Mr. Jeremy Richard Bruce King
6. Mr. Christopher John Corbin
7. Mr. Zuleika Fennell
Internal cash flow and bank loans To invest in Corbin & King Group Increased cash flow and earnings per share
Minor C&K Limited, a 74% subsidiary of MINT, acquired 100% of shares of Corbin & King Holdings Limited and Corbin & King Hotel Group Limited as follows:
Date of transaction | December 2017 |
Buyer | Minor C&K Limited |
Seller | Graphite Capital Group, Mr. Jeremy Richard Bruce King and Others existing shareholders |
Graphite Capital Group, Mr. Jeremy Richard Bruce King and others existing shareholders neither have a relationship with the Company as major shareholders nor directors, therefore, it is not subject to the disclosure as per the Notification of the Stock Exchange of Thailand Re: Rules, Procedures and Disclosure of information Concerning the Connected Transaction of Listed Companies B.E. 2546.
Details of acquiring assets | |
Registered capital | |
Corbin & King Holdings Limited | GBP 36 or 1,584 Baht |
divided into 360,188 shares at the ordinary share value of GBP 0.0001 each | |
Corbin & King Hotel Group Limited | GBP 360,188 or THB 15.8 million |
divided into 360,188 shares at the ordinary share value of GBP 1 each | |
Type of business | Restaurant and Hotel Management Business |
Investment value | GBP 58 million or THB 2,547 million |
Source of funds | Internal cash flow and bank loans |
Objective of the investment | To invest in Corbin & King Group |
Benefit to the Company | Increased cash flow and earnings per share |
In this regard, this transaction is classified as a joining in a joint venture with another company with an investment of 10 percent or more of the paid up capital of the joint venture company and classified as an asset acquisition transaction according to 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. In addition, the transaction represents the maximum transaction value of 6.5%, calculated based on net profit basis, referred to the Company's consolidated financial statement ended 30 September 2017, thus, the transaction is not classified to disclose according to 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 Disposition of Asset, 2547. And the transaction is not classified as a connected transaction.
Please be informed accordingly.
Sincerely yours,
- Signed - -----------------------------------------(Mr. Brian James Delaney)
Corporate Chief Financial Officer
Minor International pcl published this content on 19 December 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 19 December 2017 11:09:09 UTC.
Original documenthttp://ir.listedcompany.com/tracker.pl?type=6&id=619224
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