(Translation)
Ref: TRUE-SEC 033/2561
12th December 2018
The President of the Stock Exchange of Thailand The Stock Exchange of Thailand
Subject: The Board of Directors' resolution regarding the Sale of Thai Smart Card Co., Ltd. shares to CP All Public Company Limited
Reference :Notification Ref: TRUE-SEC 030/2561
Attachment : Information Memorandum of Connected Transaction regarding the Sale of shares in Thai Smart Card Co., Ltd. to CP All Public Company Limited
True Corporation Public Company Limited (the "Company") would like to inform you that the Board of Directors Meeting of the Company No. 7/2561 held on 12th December 2018 has passed a resolution to approve the Company to sell 25,215,600 shares of Thai Smart Card Co., Ltd. ("TSC") held by the Company, which represents 15.76% of TSC's total issued shares to CP All Public Company Limited ("CPALL"). This transaction is considered as a Connected Transaction according to the Notifications of the Capital Market Supervisory Board and the Board of Governors of the Stock Exchange of Thailand. Details of the transaction are as attached herewith.
Kindly be informed accordingly.
Respectfully yours,
-Signature-
Mr. William Harris
Group Chief Financial Officer
Information Memorandum of Connected Transaction regarding the Sale of Thai Smart Card Co., Ltd. shares to CP All Public Company Limited
The Board of Directors Meeting of True Corporation Public Company Limited (the "Company")
No. 7/2561 held on 12th December 2018 has passed a resolution to approve the Company to sell 25,215,600 shares of Thai Smart Card Co., Ltd. ("TSC") held by the Company, which represents 15.76% of TSC's total issued shares to CP All Public Company Limited ("CPALL"). This transaction is considered as a Connected Transaction according to the Notifications of the Capital Market Supervisory Board and the Board of Governors of the Stock Exchange of Thailand. Details of the transaction are as follows;
1. Date of Transaction and Related Parties
(a) Date of Transaction
After the Board of Directors Meeting's approval
(b) Related Parties and Relationship with the Listed Company (1)
2. Details of Assets to be sold
Type of share
Nature of Business of TSC
Registered capital
Number of shares to be sold
Selling price
Par Value
Book Value
The Company's shareholding proportion
- After selling
Seller | : | True Corporation Public Company Limited |
Purchaser | : | CP ALL |
Relationship with listed company | : | CPALL is a connected person of the Company |
as the Company and CPALL has Charoen | ||
Pokphand Group Company Limited and | ||
relevant persons as their major shareholder. | ||
: | Ordinary Shares of TSC | |
: | Electronic cash card and | |
Electronic payment services | ||
: | Baht 1,600 million | |
: | 25,215,600 shares | |
: | Baht 18 per share which is the same price | |
that CPALL offered to all shareholders of | ||
TSC and higher than Book Value of TSC | ||
: | Baht 10 per share | |
: | Baht 9.33 per share | |
(as at 30th September 2018) | ||
: | 15.76% of total issued shares of TSC | |
: | None |
- Before selling
Key Financial Information of TSC
Unit: Thousand Baht | |||
2016 | 2017 | 2018 | |
Jan - Dec | Jan - Dec | Jan - Sep | |
Total revenue | 414,538 | 311,104 | 247,449 |
Profit for the period | 121,738 | 48,986 | 37,505 |
Basic earnings per share (Baht) | 0.76 | 0.31 | 0.23 |
31 Dec 2016 | 31 Dec 2017 | 30 Sep 2018 | |
Total assets | 2,403,517 | 2,425,261 | 2,414,753 |
Total liabilities | 995,368 | 969,106 | 921,092 |
Total shareholders' equity | 1,408,149 | 1,456,155 | 1,493,661 |
Book value per share (Baht) | 8.80 | 9.10 | 9.33 |
List of shareholders of TSC | |||
Shareholders |
Number of Shares | Portion | |
1. CP All Public Company Limited | 116,219,400 | 72.64% |
2. True Corporation Public Company Limited | 25,215,600 | 15.76% |
3. Government Savings Bank | 7,900,000 | 4.94% |
4. NTT DATA Corporation | 4,345,000 | 2.71% |
5. Krung Thai Bank Public Company Limited | 3,950,000 | 2.47% |
6. SVOA Public Company Limited | 1,185,000 | 0.74% |
7. Loxley Public Company Limited | 1,185,000 | 0.74% |
Total | 160,000,000 | 100% |
Board of Directors of TSC
:
1. | Mr. Suwat | Wanisubut |
2. | Mr. Korsak | Chairasmisak |
3. | Mr. Umroong | Sanphasitvong |
4. | Mr. Tanin | Buranamanit |
5. | Mr. Vichaow | Rakphongphairoj |
6. | Mrs. Amara | Klabpratum |
7. | Mr. Joti | Bhokavanij |
8. | Mrs. Preeprem | Sereewong |
9. | Miss Jiraporn | Nukijrangsan |
10. | Mr. Hironari | Tomi-Oka |
3.
Total value of consideration and Size of Transaction
Total value of consideration
Total value of consideration is Baht 453,880,800, calculated from the selling of 25,215,600 shares of TSC at the selling price of Baht 18 per share.
Size of Transaction
The transaction value of Baht 453,880,800 is calculated as 0.38 % of the net tangible assets of the Company and its subsidiaries according to the latest reviewed consolidated financial statements of the Company and its subsidiaries as of 30th September 2018 whereas the approval of the Board of Directors Meeting and disclosure of Information Memorandum regarding Connected Transaction are required pursuant to the Notification of the Capital Market Supervisory Board No. TorChor 21/2551 Re: Rules on Connected Transactions and Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Others Acts of Listed Companies Concerning the Connected Transactions B.E. 2546 and the amendment.
As for Disposal of Assets, the size of transaction is calculated based on the latest reviewed consolidated financial statements of the Company and its subsidiaries as of 30th September 2018 according to the following criteria:
1) Net Tangible Assets
: Proportion of shares sold x NTA of TSC NTA of the Company and its subsidiaries
= 15.76% x 1,439,921 (Thousand Baht)
118,446,680
(Thousand Baht)
= 0.19%
2) Net profit
:
Selling ratio x Net operating profits
Net operating profits of the Company and its subsidiaries
= 15.76% x 37,505 (Thousand Baht)
10,035,083
(Thousand Baht)
= 0.06%
3) Total value of consideration
:
Value of transaction
Total assets of the Company and its subsidiaries
= 453,880.8
(Thousand Baht)
490,525,273 (Thousand Baht)
= 0.09%
4) Value of securities
: Not applicable as there is no issuance of securitiesThe highest calculation result for size of the disposal of assets is 0.19% of the net tangible assets according to the reviewed financial statements of the Company and its subsidiaries as of 30th September 2018, thus it is not deemed as major asset disposal transaction, pursuant 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 and 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 Assets B.E. 2547 and the amendment.
4. The benefit expected to be generated for the Company
For gain on investment which will benefit the Company by increasing working capital.
5. The proposed utilization of the proceeds from the sale
For working capital of the Company.
6. Opinion of the Board on this Transaction
The Board of Directors Meeting No. 7/2561 held on 12th December 2018, comprising of all three members of the Audit Committee i.e. Mr. Joti Bhokavanij, Dr. Kosol Petchsuwan and Mrs. Preprame Seriwongse, considered and opined that the transaction is reasonable and beneficial to the Company because the selling price is higher that the book value of TSC and is the same price that CPALL offered to other shareholders of TSC.
The Company's Directors, namely below, are related to Charoen Pokphand Group Company Limited and did not attend the Board of Directors Meeting and had no right to vote on this agenda.
1. Mr. Dhanin
Chearavanont
2. Dr. Ajva
Taulananda
3. Prof. Athueck
Asvanund
4. Prof. Dr. Warapatr
Todhanakasem
5. Mr. Umroong
Sanphasitvong
6. Mr. Vichaow
Rakphongphairoj
7. Mr. Chatchaval
Jiaravanon
8. Mr. Soopakij
Chearavanont
9. Mr. Narong
Chearavanont
10. Mr. Suphachai
Chearavanont
7. Opinion of the Company's Audit Committee and/or Directors which are Different from the opinion of the Board of Directors in Accordance with clause 6
- None -
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Disclaimer
True Corporation pcl published this content on 12 December 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 12 December 2018 10:29:07 UTC