Information Memorandum regarding the Connected Transaction for ...

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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
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Information Memorandum regarding the Connected Transaction for ...

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