Information Memorandum regarding the Connected Transaction for ...

(Translation)
Enclosure No. 6
Information Memorandum regarding the Connected Transaction
Re: the Sale of Investment in Ordinary Shares of the Non-core Business Subsidiaries of
True Corporation Public Company Limited
The Board of Directors Meeting of True Corporation Public Company Limited (the “Company”)
No. 5/2556 held on 19 th July 2013 has passed the resolution to approve that the Company and/or
its subsidiaries to sell the investment in ordinary shares of eight non-core business subsidiaries,
whose names appears in topic no. 1 (b) below, to Thana Telecom Corporation Limited which is
the Company’s connected person. The said 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.
The Company therefore notify the information memorandum regarding the transaction as follows:
1. Date of Transaction and Related Parties
(a) Date of Transaction
Within 31 st December 2013 after the approval granted by the Extraordinary General
Meeting of the Shareholders No. 1/2556
(b) Related Parties and Relationship with the Listed Company
(1) Selling of shares in True Leasing Company Limited (“TLS”)
Seller
: 1. True Corporation Public Company Limited
2. True Properties Company Limited (“TP”)
Purchaser
: Thana Telecom Corporation Limited
Relationship with listed company : - TP is a subsidiary in which the Company
Group holds 100% of its shares.
- Thana Telecom Corporation Limited is a
subsidiary of Charoen Pokphand Group
Company Limited which is the Company’s
major shareholder by holding 63.33% of
the total issued and paid-up shares of the
Company (as of 15 th March 2013 which is
the latest Book Closing Date when the Board
of Directors Meeting passed the resolution)
(2) Selling of shares in Wire & Wireless Company Limited (“WW”)
Seller
: 1. True Corporation Public Company Limited
2. True Properties Company Limited (“TP”)
Purchaser
: Thana Telecom Corporation Limited
Relationship with listed company : - TP is a subsidiary in which the Company
Group holds 100% of its shares.
- Thana Telecom Corporation Limited is a
subsidiary of Charoen Pokphand Group
Company Limited which is the Company’s
major shareholder by holding 63.33% of
the total issued and paid-up shares of the
Company (as of 15 th March 2013 which is
the latest Book Closing Date when the Board
of Directors Meeting passed the resolution)
1

(3) Selling of shares in True Money Company Limited (“TMN”)
Seller
: 1. True Corporation Public Company Limited
2. True Information Technology Company
Limited (“TIT”)
3. True Properties Company Limited (“TP”)
Purchaser
: Thana Telecom Corporation Limited
Relationship with listed company : - TIT and TP are subsidiaries in which the
Company Group holds 100% of TIT and TP shares.
- Thana Telecom Corporation Limited is a
subsidiary of Charoen Pokphand Group
Company Limited which is the Company’s
major shareholder by holding 63.33% of
the total issued and paid-up shares of the
Company (as of 15 th March 2013 which is
the latest Book Closing Date when the Board
of Directors Meeting passed the resolution)
(4) Selling of shares in True Internet Data Center Company Limited (“TIDC”)
Seller
: True Internet Company Limited (“True Internet”)
Purchaser
: Thana Telecom Corporation Limited
Relationship with listed company : - True Internet is a subsidiary in which the
Company holds 100% of its shares.
- Thana Telecom Corporation Limited is a
subsidiary of Charoen Pokphand Group
Company Limited which is the Company’s
major shareholder by holding 63.33% of
the total issued and paid-up shares of the
Company (as of 15 th March 2013 which is
the latest Book Closing Date when the Board
of Directors Meeting passed the resolution)
(5) Selling of shares in True Lifestyle Retail Company Limited (“TLR”)
Seller
: 1. Telecom Holding Company Limited (“TH”)
2. True Properties Company Limited (“TP”)
Purchaser
: Thana Telecom Corporation Limited
Relationship with listed company : - TH is a subsidiary in which the Company
holds 100% of TH shares
- TP is a subsidiary in which the Company
Group holds 100% of TP shares.
- Thana Telecom Corporation Limited is a
subsidiary of Charoen Pokphand Group
Company Limited which is the Company’s
major shareholder by holding 63.33% of
the total issued and paid-up shares of the
Company (as of 15 th March 2013 which is
the latest Book Closing Date when the Board
of Directors Meeting passed the resolution)
2

(6) Selling of shares in True Properties Company Limited (“TP”)
Seller
: Telecom Holding Company Limited (“TH”)
Purchaser
: Thana Telecom Corporation Limited
Relationship with listed company : - TH is a subsidiary in which the Company
holds 100% of its shares.
- Thana Telecom Corporation Limited is a
subsidiary of Charoen Pokphand Group
Company Limited which is the Company’s
major shareholder by holding 63.33% of
the total issued and paid-up shares of the
Company (as of 15 th March 2013 which is
the latest Book Closing Date when the Board
of Directors Meeting passed the resolution)
(7) Selling of shares in True Digital Plus Company Limited (“TDP”)
Seller
: True Life Plus Company Limited (“TLP”)
Purchaser
: Thana Telecom Corporation Limited
Relationship with listed company : - TLP is a subsidiary in which the Company
Group holds 100% of its shares.
- Thana Telecom Corporation Limited is a
subsidiary of Charoen Pokphand Group
Company Limited which is the Company’s
major shareholder by holding 63.33% of
the total issued and paid-up shares of the
Company (as of 15 th March 2013 which is
the latest Book Closing Date when the Board
of Directors Meeting passed the resolution)
(8) Selling of shares in True Digital Content and Media Company Limited (“TDCM”)
Seller
: 1. Telecom Holding Company Limited (“TH”)
2. True Life Plus Company Limited (“TLP”)
Purchaser
: Thana Telecom Corporation Limited
Relationship with listed company : - TH is a subsidiary in which the Company
holds 100% of TH shares
- TLP is a subsidiary in which the Company
Group holds 100% of TLP shares.
- Thana Telecom Corporation Limited is a
subsidiary of Charoen Pokphand Group
Company Limited which is the Company’s
major shareholder by holding 63.33% of
the total issued and paid-up shares of the
Company (as of 15 th March 2013 which is
the latest Book Closing Date when the Board
of Directors Meeting passed the resolution)
3

2. Details of assets to be sold
List of companies
to be sold
(1)
True Leasing
Co., Ltd.
(“TLS”)
(2)
Wire & Wireless
Co., Ltd.
(“WW”)
(3)
True Money
Co., Ltd.
(“TMN”)
Nature of Business Rental services Construction Payment service
center and electronic
card services
Issued and Paid-up
Capital
Par value (Baht) per
share
Key Financial
Information
(According to the latest
reviewed financial statements
as of 31 st December 2012)
- Total assets
(million Baht)
- Total liabilities
(million Baht)
- Total revenue
(million Baht)
- Net profit (loss)
(million Baht)
- Book value
(million Baht)
- Book value per
share (Baht)
Baht 1,285 million
Divided into 128.50
million ordinary
shares
Baht 100 million
Divided into 10
million ordinary
shares
Baht 200 million
Divided into 20
million ordinary
shares
(4)
True Internet Data
Center Co., Ltd.
(“TIDC”)
(5)
True Lifestyle Retail
Co., Ltd.
(“TLR”)
Internet data center Internet cafe and
related services
Baht 149.59 million
Divided into 14.96
million ordinary shares
Baht 217 million
Divided into 21.7
million ordinary
shares
(6)
True Properties
Co., Ltd.
(“TP”)
(7)
True Digital Plus
Co., Ltd.
(“TDP”)
(8)
True Digital Content
and Media Co., Ltd.
(“TDCM”)
Rental services Online game Digital content and
marketing media
Baht 3,008 million
Divided into 30.08
million ordinary
shares
Baht 357 million
Divided into 35.70
million ordinary
shares
Baht 54 million
Divided into 5.4
million ordinary
shares
10 10 10 10 10 100 10 10
4,101.90
3,010.15
2,238.32
159.78
1,091.75
Board of Directors - Mr. Ajva Taulananda
8.50
- Mr. Chatchaval Jiaravanon
- Mr. Soopakij Chearavanont
- Mr. Kachorn Chiaravanont
- Mr. Suphachai Chearavanont
- Mr. Vichaow Rakphongphairoj
- Mr. Noppadol Dej-Udom
1,396.26
757.93
1,651.13
218.54
638.33
63.83
- Mr. Athueck Asvanund
- Mr. Anat Mekpaiboonvatana
- Major General M.R.
Suphawat Khasemsri
- Mr. Chatchaval Jiaravanon
- Mr. Soopakij Chearavanont
- Mr. Suphachai Chearavanont
- Mr. Vichaow Rakphongphairoj
- Mr. Songtham Phianpattanawit
10,287.63
9,976.22
1,616.72
1.59
311.41
15.57
- Mr. Suphachai Chearavanont
- Mr. Athueck Asvanund
- Mr. Vichaow Rakphongphairoj
- Mr. Noppadol Dej-Udom
- Mr. Kashem Kornseri
- Mr. Taj Bussadeegarn
- Mr. Adhiruth Thothaveesansuk
508.33
94.19
322.26
36.83
414.14
27.69
- Mr. Chatchaval Jiaravanon
- Mr. Songtham Phianpattanawit
- Mr. Vasu Khunvasi
- Mr. Janewit Kraprayoon
- Mr. Kul Pyo Hong
- Mr. Sunghyun Kim
- Mr. Ajva Taulananda
175.24
147.78
475.36
(10.59)
27.46
1.27
- Mr. Chatchaval Jiaravanon
- Mr. Suphachai Chearavanont
- Mr. Vichaow Rakphongphairoj
- Mr. Papon Ratanachaikanont
1,963.60
678.46
530.83
86.89
1,285.14
- Mr. Sumet Jiaravanon
- Mr. Min Tieanworn
- Mr. Ajva Taulananda
42.72
- Mr. Soopakij Chearavanont
- Mr. Kachorn Chiaravanont
- Mr. Chatchaval Jiaravanon
- Mr. Noppadol Dej-Udom
- Mr. Taj Bussadeegarn
473.10
71.59
479.18
16.58
401.51
11.25
- Mr. Adhiruth Thothaveesansuk
- Mrs. Wantana Lawskulpaiboon
- Mr. Mana Prapakamol
- Miss Monsinee Nakapanant
4
592.32
594.49
779.54
(64.00)
(2.17)
(0.40)
- Mr. Adhiruth Thothaveesansuk
- Mrs. Wantana Lawskulpaiboon
- Mr. William Edward Harris
- Mr. Mana Prapakamol
- Miss Monsinee Nakapanant
- Mr. Aut Arunrattanapong
- Miss Kirana Cheewachuen
- Mr. Seubsakol Sakolsatayadorn
- Mr. Utai Khumkong
- Miss Jirattikarn Suthiwannarat

3. General Nature, Total Value Consideration and Size of Transaction
General Nature of Transaction
The Company and its subsidiaries of the Company will sell the investment in ordinary shares of the eight non-core business subsidiaries to Thana Telecom Corporation Limited
who is the connected person of the Company for the total selling price of Baht 5,392,612,337. The Company will receive cash payments according to the period to be agreed
after receiving an approval from the Company’s shareholders meeting. Subsequent to the entering into the transaction, those eight subsidiary companies whose names appear
in the table below will no longer be the Company’s subsidiaries.
The selling price of the investment in ordinary shares of the eight non-core business subsidiaries is determined mainly by referencing with total combined book value of these
companies. Furthermore, there is adjustment to reflect market value of each company as appropriated. The total book value of the eight non-core business subsidiaries as of
31 st December 2012 is Baht 3,963.58 million. After adjustment to reflect market value of each company as appropriated, the reasonable selling price should be approximately
1.3605 times over the total book value. As a result, the total selling price is Baht 5,392.61 million.
Details of the subsidiaries to be sold are:
List of companies to be sold
to CP Group
(1)
True Leasing
Co., Ltd.
(2)
Wire & Wireless Co.,
Ltd.
(3)
True Money
Co., Ltd. 1/ (4)
(5)
True Internet Data True Lifestyle Retail
Center Co., Ltd. 2/ Co., Ltd.
(6)
True Properties
Co., Ltd.
(7)
True Digital Plus
Co., Ltd.
(8)
True Digital Content
and Media Co., Ltd.
Type of assets to be sold Ordinary share Ordinary share Ordinary share Ordinary share Ordinary share Ordinary share Ordinary share Ordinary share
List of sellers and number of
ordinary shares to be sold
- True Corporation Public
Company Limited
- True Information
Technology Co., Ltd.
128,499,994 shares 8,749,985 shares 9,800,000 shares
9,419,990 shares
- True Properties Co., Ltd. 1 share 5 shares 780,000 shares 1 share
- True Internet Co., Ltd. 10,471,019 shares
- Telecom Holding Co., Ltd. 21,699,994 shares 30,079,994 shares 1,439,996 shares
- True Life Plus Co., Ltd. 35,699,998 shares 3,880,001 shares
Total ordinary shares to be sold 128,499,995 shares 8,749,990 shares 19,999,990 shares 10,471,019 shares 21,699,995 shares 30,079,994 shares 35,699,998 shares 5,319,997 shares
Book value in proportion to the
shares to be sold (million Baht) 1,091.75 558.54 311.42 289.90 27.46 1,285.14 401.50 (2.14)
The Group’s shareholding
proportion:
- Before selling
- After selling
Value of loan which such
company still owes to the
Company or subsidiaries
(as of 31 st December 2012)
Value of guarantee or other
obligations which such company
still owes to the Company or
subsidiaries
(as of 31 st December 2012)
99.99%
None
87.50%
None
99.99%
None
70.00%
None
None None None None None 235,590,096 None 126,000,000
15,954,753,571 3/
(This obligation was
completely terminated
since 8 July 2013 as the
relevant company has fully
made payments for all
remaining secured debts)
99.99%
None
None None None None None None None
Remark: 1/ The sale of investment in ordinary shares of True Money Company Limited (“TMN”) is a transaction causing changes in the existing shareholder structure that TMN disclosed to the Bank of Thailand (“BOT”) when filing
application for the license of e-payment service business. Therefore, TMN has to notify BOT about the aforesaid changes before entering into the transaction. In this regard, BOT may request for the amendment in details of this
change according to BOT discretion.
2/ Referring to the Joint Venture Agreement between True Internet Company Limited (“TI”), a subsidiary of the Company and DACOM Corporation (“DACOM”) who is a partner holding 30% of TIDC total issued shares.
In case that TI sell investment in TIDC shares causing change in TIDC shareholders, the written consent from DACOM is required. Any changes in TIDC shareholders without DACOM’s consent, TI is obliged to purchase
TIDC shares from DACOM.
3/ Exclude from transaction size calculating since True Leasing Company Limited is the guarantor of True Corporation Public Company Limited. Besides, this obligation was completely terminated since 8 th July 2013
as the relevant company has fully made payments for all remaining secured debts.
99.99%
None
99.99%
None
98.52%
None
5

Total value of consideration
Total value of consideration consists of (1) the selling price of the investment in ordinary shares
of the eight non-core business subsidiaries and (2) value of loan that TP and TDCM owed to the
Company or its subsidiaries as of 31 st December 2012, totaling Baht 5,754,202,433.
Size of transaction
The transaction size is calculated based on the consolidated financial statements of the Company
and its subsidiaries as of 31 st March 2013 (which is the latest review financial statements
when the Board of Directors Meeting passed the resolution) according to the following criteria:
1) Value of assets : cannot calculate due to negative Net Tangible Assets of
the Company and subsidiaries
2) Net profit : cannot calculate due to the net result of the Company
and subsidiaries is loss
3) Value of the consideration :
Amount of Considerations to be received
Total Assets of the Company and its subsidiaries
=
= 3.17%
5,754,202,433
181,335,288,459
4) Value of securities issued : no securities issued in consideration of the acquisition
in consideration of
of assets
the acquisition of assets
The transaction size as highest calculated is 3.17% based upon the value of the consideration
criteria. As a result, the transaction is not deemed as a significant asset disposition pursuant to
the Notification of the Capital Market Supervisory Board, 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.
However, the sale of investment in ordinary shares of non-core business subsidiaries of the
Company is deemed as a connected transaction, an asset or service transaction, which is over
Baht 20 million 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
which the Company is required to disclose the information to the Stock Exchange of Thailand
(“SET”), appoint the Independent Financial Advisor and seek approval from the shareholders
by obtaining not less than three-fourths of the votes from shareholders attending the meeting
and eligible to vote, excluding the votes from shareholders who have stake in this transaction.
In this regard, the Company will send the invitation letter to the shareholders at least 14 days prior
to the meeting date.
6

4. The profit expected to be generated for the Company
To allow the Company to have a clearer business structure and be able to support long-term
group restructuring. Besides, the sale of the investment in ordinary shares of the aforementioned
non-core business will enable the Company to focus on its core business, reduce non-core
business related expenses and investments and increase the Company’s working capital.
5. The proposed utilization of the proceeds from the sale
- To repay some debts
- To help increasing the Company’s working capitals
6. Conditions for the entry into the transactions
(1) The sales of investment in ordinary shares of True Money Company Limited (“TMN”)
It is a transaction causing changes in the existing shareholder structure that TMN
disclosed to the Bank of Thailand (“BOT”) when filing application for the license of
e-payment service business. Therefore, TMN has to notify BOT about the aforesaid
changes before entering into the transaction. In this regard, BOT may request for the
amendment in details of this change according to BOT discretion.
(2) The sales of investment in ordinary shares of True Internet Data Center Company Limited (“TIDC”)
Referring to the Joint Venture Agreement between True Internet Company Limited (“TI”),
a subsidiary of the Company and DACOM Corporation (“DACOM”) who is a partner
holding 30% of TIDC total issued shares. In case that TI sell investment in TIDC shares
causing change in TIDC shareholders, the written consent from DACOM is required.
Any changes in TIDC shareholders without DACOM’s consent, TI is obliged to purchase
TIDC shares from DACOM.
7. List of connected persons and characteristics and scope of interests of connected persons
Thana Telecom Corporation Limited has Charoen Pokphand Group Company Limited as the
major shareholder with 99.97% shareholding. As of 15 th March 2013 (which is the latest Book
Closing Date when the Board of Directors Meeting passed the resolutions) Charoen Pokphand
Group Company Limited and the companies reported under the same group hold 63.33% of the
total issued and paid-up shares of the Company, therefore Thana Telecom Corporation Limited
are regarded as the Company’s connected person.
Thana Telecom Corporation Limited will purchase ordinary shares in the eight subsidiaries of
the Company as per the details listed in topic No. 3 above.
8. Opinion of the Board on this transaction
The Board of Directors Meeting No. 5/2556 held on 19 th July 2013, comprising of all three
members of the Audit Committee i.e. Mr. Vitthya Vejjajiva, Dr. Kosol Petchsuwan and
Mr. Joti Bhokavanij, considered and opined that the transaction is reasonable and beneficial to
the Company because of the following reasons:
(1) Enabling the Company to focus on its core business
(2) Reducing non-core business related expenses and investments
(3) The Company will have a clearer business structure and be able to support long-term
group restructuring
(4) Reducing existing debt and increasing liquidity of the Company’s operation by
utilizing the fund from the sale of investment to repay some debt and increase the
Company’s working capital
(5) The sale price is reasonable
7

The Board of Directors therefore proposes this transaction to Extraordinary General Meeting
of the Shareholders No. 1/2556 for further consideration and approval.
The following Directors who are related to Charoen Pokphand Group Company Limited 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
9. 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 8
- None -
10. Information of the Company
10.1 Brief information concerning the company and its business operation
Please see details in the Information of True Corporation Public Company Limited,
which is sent to the Shareholders with this Invitation (Enclosure No. 8).
10.2 List of management and list of the first 10 shareholders as at the date of close of
share register book
Please see details in the Information of True Corporation Public Company Limited,
which is sent to the Shareholders with this Invitation (Enclosure No. 8).
10.3 Inter-transactions during the past year and present year until the latest quarter (if any)
Please see details in the Information of True Corporation Public Company Limited,
which is sent to the Shareholders with this Invitation (Enclosure No. 8).
10.4 Summary of financial statement during the past 3 years and the present year
until the latest quarter, as well as the explanation and analysis of financial
condition and operating result in the past year and the present year until the
latest quarter.
Please see details in the Information of True Corporation Public Company Limited,
which is sent to the Shareholders with this Invitation (Enclosure No. 8).
10.5 Other information which may materially affect the investors’ decision
Please see further information in the following Enclosures, which is sent to the Shareholders
with this Invitation:
a) Opinion of Independent Financial Advisor regarding the Connected Transaction
Re: the Sale of Investment in Ordinary Shares of the Non-core Business Subsidiaries
of True Corporation Public Company Limited (Enclosure No. 7)
b) Information of True Corporation Public Company Limited (Enclosure No. 8)
8

10.6 Financial projection in the present year (if any)
- None -
10.7 Pending material lawsuits or claims
Please see details in the Information of True Corporation Public Company Limited,
which is sent to the Shareholders with this Invitation (Enclosure No. 8).
11. List of Shareholders who have no right to vote
Name of Shareholders
Number of Shares
Held
(As of 8 th August 2013)
1. Charoen Pokphand Group Company Limited 5,242,750,075
2. Bangkok Telecom Holding Company Limited 322,051,373
3. Bangkok Produce Merchandising Public Company Limited 254,572,499
4. Kasetphand Industry Company Limited 178,984,050
5. Unique Network Company Limited 1,338,154,129
6. Wide Broad Cast Company 1,015,650,000
7. C.P. Interfood (Thailand) Company Limited 598,700,259
8. Charoen Pokphand Holding Company Limited 88,105,100
9. Charoen Pokphand International Company Limited 46,356,800
10. Prof. Athueck Asvanund 1,875,000
11. Mr. Umroong Sanphasitvong 716,000
12. Mrs. Kesinee Sanphasitvong 2,800
13. Mr. Vichaow Rakphongphairoj 642,000
14. Mr. Soopakij Chearavanont 1,400,000
15. Mrs. Marisa Chearavanont 3,000
16. Mr. Narong Chearavanont 161,577
17. Mr. Suphachai Chearavanont 2,385,205
18. Mrs. Boodsadee Chearavanont 19,234
12. Appraisal of Asset Price by an Independent Appraiser
- None -
13. Proxy form with at least one name of a member of the Audit Committee being nominated
as shareholder’s proxy
Please see the Enclosure No. 2.
14. Responsibility of the Board of Director for Information Memorandum
The Board of Director is responsible for the information appear in this Information
Memorandum.
15. Opinion of an Independent Expert (if any)
- None -
9