TTCL TRANSLATION
Our Ref. No. CS-014/2565
15th August 2022
Subject: | Entering into an Acquisition of Assets and Connected Transaction of TTCL |
Public Company Limited | |
To: | The President |
The Stock Exchange of Thailand |
With reference to the Notification Letter to the Stock Exchange of Thailand No. CS-031/2020 dated 6 October 2020, report on increasing the registered paid-up capital of TTPHD being USD 74,200,000, divided into 69,500,000 ordinary shares and 4,700,000 preference shares, at the value of USD 1 per share. The capital increase also resulted in a dilution of the shareholding proportion of the Company in TTPHD, from 100% to 93.67%, with the other shareholders' shareholding of preference shares at 6.33%.
The Board of Directors Meeting No. 3/2022 of the Company, convened on 15th August 2022, resolved to approve for TTPHD to undertake the selective capital reduction exercise to cancel all of the preference shares in the amount of 4,700,000 shares, at the price of USD 1, totaling USD 4,700,000 from Preference Shareholders by utilizing existing cash reserves of TTPHD. In this regard, it is expected that the transaction will take place within the 4th quarter 2022.
The selective capital reduction of preference shares of TTPHD is classified as entering into an Acquisition of assets under the Notification on Acquisition or Disposal1 with the highest transaction value calculated by applying the total net tangible assets basis, equivalent to 7.74 percent calculated using the consolidated financial statement of the Company for the period ending 31 March 2022 and the exchange rate based on the exchange rate provided by the Bank of Thailand as on 30 December 2021, whereby USD 1 is equivalent to THB 33.3832. The Company has not entered into any acquisition of assets transaction during the past six months prior to the above transaction. The transaction is considered as a "Class 3 Transaction" under the Notification on Acquisition or Disposal, a transaction is less than 15 percent. Therefore the Company is not required to disclose the information to The Stock Exchange of Thailand (the "SET").
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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 (2004)
(including any amendment thereto) (collectively, the "Notifications on Acquisition or Disposal"). - Calculated based on the exchange rate of the Bank of Thailand as of 30 December 2021 at USD 1 = THB 33.383
Furthermore, the selective capital reduction of preference shares of TTPHD from directors and executives of the Company is classified as the case where a subsidiary of the Company enters into transaction with a connected person of the Company under the Notification on Connected Transactions3, and the transaction value of 2.46 percent of the net tangible assets of the Company, calculated using the consolidated financial statements of the Company for the period ending 31 March 2022 and the exchange rate based on the exchange rate provided by the Bank of Thailand as on 3 August 2022, whereby USD 1 is equivalent to THB 36.1974. This group of Connected Person has not entered into any Connected Transactions during the past six months prior to the above transaction. Such transaction value is higher than 0.03 percent but lower than 3 percent of the net tangible assets of the Company. The Company is therefore obliged to obtain approval from the Board of Directors and disclose the information memorandum to the SET as set out in the Notifications on Connected Transactions before entering into such transaction.
In this regard, details with respect to the connected transaction of the Company are as follows:
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Transaction Date:
TTPHD will undertake the selective capital reduction exercise to cancel all of the preference shares for subscription by the interested investors, including the directors and executives of the Company. The Company expected that the transaction will take place within the 4th quarter of 2022. - Parties Involved and Their Relationship with the Company:
TTPHD | : | (1) | A subsidiary of the Company, of which the Company |
holds ordinary shares in TTPHD, at the total amount | |||
of 69,500,000 shares, representing 93.67 percent of | |||
the total issued and sold shares of TTPHD. | |||
(2) | Other shareholders hold preference shares in TTPHD | ||
amounting to 4,700,000 shares, representing 6.33 | |||
percent of the total shares of TTPHD. | |||
Preference Shareholders | : | (1) | Investors, which may include general employees of |
the Company group, who are not connected persons of | |||
the Company. |
- The directors and executives of the Company, who are classified as connected persons of the Company.
3. General Characteristics, and Type of Transaction:
TTPHD will undertake the selective capital reduction exercise to cancel all of the preference shares in the amount of 4,700,000 shares, at price of USD 1, totaling USD 4,700,000 from the investors and persons as specified in item 2.
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- Notification of the Capital Market Supervisory Board No. TorChor. 21/2551 Re: Rules on Connected Transactions 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 Connected Transactions B.E. 2546 (2003) (including any amendment thereto) (collectively, the "Notifications on Connected Transactions").
- Calculated based on the exchange rate of the Bank of Thailand as of 3 August 2022 at USD 1 = THB 36.197
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Upon undertaking the selective capital reduction exercise to cancel all of the preference shares of TTPHD above, the Company's shareholding ratio in TTPHD will increase, as follows:
Before capital decrease | (1) | The Company holds ordinary shares in TTPHD |
amounting to 69,500,000 shares, representing 93.67 | ||
percent of the total shares of TTPHD. | ||
(2) | Other shareholders hold preference shares in TTPHD | |
amounting to 4,700,000 shares, representing 6.33 | ||
percent of the total shares of TTPHD. | ||
After capital decrease | The Company will hold ordinary shares in TTPHD | |
amounting to 69,500,000 shares, representing 100 | ||
percent of the total shares of TTPHD. |
In this regard, undertaking of the selective capital reduction exercise to cancel all of the preference shares will not affect the controlling and managing power of the Company in TTPHD.
4. Value of Transaction:
The Company uses information based on the consolidated financial statement for the period ending 31 March 2022 and the exchange rate based on the exchange rate provided by the Bank of Thailand as on 3 August 2022, whereby USD 1 is equivalent to THB 36.197. This group of Connected Person has not entered into any Connected Transactions during the past six months prior to the above transaction.
- Value of Connected Transaction x 100NTA of TTCL
- THB 72.16 x 100
THB 2,932.26 million
- 2.46 percent
5. Names of the connected persons and how they are connected: The Directors and Executives which have an interest were as follows:
No. | Name - Surname | The related person of TTCL | |
1 | Mr. Tiwa | Jaruke | Director |
2 | Mr. Hironobu | Iriya | Director |
3 | Mrs. Nijaporn | Charanachitta | Director |
4 | Dr. Seiichi | Itakura | Director |
5 | Dr. Ryuzo | Nagaoka | Director |
6 | Mr. Wanchai | Ratinthorn | Director |
7 | Ms. Kantika | Tanthuvanit | Director |
8 | Ms. Pennapa | Sakchaichrearnkul | Executive |
9 | Mr. Brett | Lollback | Executive |
10 | Mr. Somchai | Chansiripongse | Executive |
11 | Mr. Shinichi | Naruuchi | Executive |
12 | Mr. Chamnarn | Atsanatam | Executive |
13 | Mr. Suchet | Watchalayan | Executive |
14 | Mr. Boonyakrit | Saowan | Related person of Finance |
15 | Ms. Nattaporn | Udommahalarp | Related person of Finance |
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6. Description and scope of the connected persons' stake in making connected transactions:
The transaction is represented a value of higher than 0.03% but not exceeding to 3.00% of the Company's Net Tangible Assets of the Company, calculated using the consolidated financial statements of the Company for the period ending 31 March 2022 and the exchange rate based on the exchange rate provided by the Bank of Thailand as on 3 August 2022, whereby USD 1 is equivalent to THB 36.1974. This group of Connected Person has not entered into any Connected Transactions during the past six months prior to the above transaction. Therefore, it is deemed as connected transactions of which its information is required to be disclosed to the SET and needed to be approved by the Board of Directors in compliance with The Notification of Capital Market Supervisory Board No. Tor. Chor. 21/2551 Re: Rules on entering into a connected transaction and the notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of the information and other Acts of Listed Companies concerning connected transaction B.E. 2546 (the "Notifications on Connected Transactions").
- The source of funds for selective capital reduction: Existing cash reserves of TTPHD
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Directors Who Have an Interest in the Transaction:
The Directors which have an interest do not cast votes to approve such transaction. The directors which have an interest are as follows:
1. | Mr. Hironobu | Iriya |
2. | Mr. Tiwa | Jaruke |
3. | Mrs. Nijaporn | Charanachitta |
4. | Dr. Seiichi | Itakura |
5. | Dr. Ryuzo | Nagaoka |
6. | Mr. Wanchai | Ratinthorn |
7. | Ms. Kantika | Tanthuvanit |
- Opinion of the Board of Directors:
The Board of Directors was of the view that the transaction to undertake the selective capital reduction exercise to cancel all of the preference shares of TTPHD is appropriate and beneficial to the Company as it would reduce its financial cost. - Opinion of the Audit Committee and/or Directors of the Company which is different from that of the Board of Directors:
=None=
Please be informed accordingly.
Yours sincerely,
______________________________
Mr. Hironobu Iriya
President & CEO
Authorized to sign on behalf of the company
Company Secretary Office
Tel. : 0-22608505 Ext. 1501, 1503
Fax. : 0-22608525-6
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TTCL pcl published this content on 15 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 August 2022 14:43:09 UTC.
