Information Memorandum regarding the Connected Transaction for ...

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
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