-Translation-
August 16, 2016
Subject: Information Memorandum concerning the Acquisition and Disposal of Assets
Attn:
President
The Stock Exchange of Thailand
Attachment: 1. In formation Memorandum concerning the Acquisition and Disposal of Assets
According to the Resolution of the Board of Director's meeting of DNA 2002 (“the Company”) No. 7/2016 dated on August
16, 2016, the company would like to inform that the company has passed the solutions regarding the asset acquisitions and
disposal. The details are as follows;
1.
To approve the increased in registered capital of DNA Revolution Co., Ltd. (DRV), the subsidiary which has
been hold 99.99 percent of DRV shares by the company, in the amount of Baht 90,000,000 from the current
registered capital of Baht 170,000,000. Thus, the new registered capital shall be Baht 260,000,000. DRV will
issue the aforementioned 9,000,000 new shares, with the par value of Baht 10 per share to its existing
shareholders.
In this regards, the Company has approved to subscribe the newly issued shares as proposed proportionately as
well as subscribe for remaining newly issued share which other shareholder in DRV waive the right to
subscribe such shares. Nevertheless, the company would subscribe not more than 9,000,000 newly issued
shares or totaling Baht 90,000,000.
2.
To approve the increased in registered capital of DNA Retail Link Co., Ltd. (DRL), the subsidiary which has
been hold 99.99 percent of DRL shares by the company, in the amount of Baht 40,000,000 from the current
registered capital of Baht 30,000,000. Thus, the new registered capital shall be Baht 70,000,000. DRL will
issue the aforementioned 400,000 new shares, with the par value of Baht 100 per share to its existing
shareholders.
In this regards, the Company has approved DRV to subscribe the newly issued shares as proposed
proportionately as well as subscribe for remaining newly issued share which other shareholder in DRL waive
the right to subscribe such shares. Nevertheless, the company would subscribe not more than 400,000 newly
issued shares or totaling Baht 40,000,000.
3.
To approve the disposal of the share in World Sport Group Co., Ltd. (WSG), the subsidiary which has been
hold 85 percent of WSG shares by DRV. DRV would sell such shares to Mr. Rengchai Dulyapaisarn, who has
no relation as a connected person to the Company, in the amount of Baht 34,000,000.
4.
To approve the disposal of the share in AEK Sole Co., Ltd., Lao (AEK), the subsidiary which has been hold 51
percent of AEK shares by My Network and Solution Co., Ltd. (MyNet). MyNet would sell such shares to
1
B.A.G. Engineering Co., Ltd., who has no relation as a connected person to the company, in the amount of
Baht 1,020,000,000 Kip or equal to Baht 4,396,600 (Exchange rate 232 kip equal to Baht 1)
The above transactions in clause 1 and 2 are considered as an acquisition of assets pursuant to the Notification of the Capital
Market Supervisory Board No. ThorJor. 20/2551 entitled Rules on Entering into Material Transactions Deemed as
Acquisition or Disposal of Assets and its amendments and the Notification of the Board of Governors of the Stock Exchange
of Thailand entitled Disclosure of Information and Other Acts of Listed Company concerning the Acquisition and
Disposition of Assets, B.E. 2547 (2004). When considering the size of the transaction and the acquisition of the asset in the
past 6 months, the size of transaction would be equals 18.75 percent as referring to the financial statement as of June 30,
2016 which is the highest size of transaction of the total asset of the company according to the Notification of the
Acquisition or Disposition of Assets. Therefore, This value is higher than 15 per cent but lower than 50 per cent and
classified as Class 2 Transaction under the Acquisition or Disposal Notification. Therefore, the company has to disclose the
transaction to SET and send the information to shareholders within 21 days from the date of disclosure of the transaction.
In addition, the transaction in clause 3 and 4 are considered as a disposal of asset equaling to 6.35. When considering the size
of the transaction and the disposal of the asset in the past 6 months, the size of transaction would be equals 17.14. This value
is higher than 15 per cent but lower than 50 per cent and classified as Class 2 Transaction under the Acquisition or Disposal
Notification. Therefore, the company has to disclose the transaction to SET and send the information to shareholders within
21 days from the date of disclosure of the transaction.
Please be informed accordingly,
Best Regards,
Mr. Sittichai Gasornsombat
Director
2
Attachment 1
Information Memorandum Relating to the Acquisition of Asset
By DNA 2002 Public Company Limited (Company:
Transaction 1: Information Memorandum Relating to the Acquisition of Asset – Captal increase in DRV
1.
The date of transaction
The transaction is expected to be completed within August 2016
2.
Parties Involved
Issuer
DNA Revolution Co., Ltd. (DRV)
Subscriber
DNA 2002 Public Company Limited (Company)
Relationship
DRV is the subsidiary which has been hold 99.99% by the company
3.
General Characteristics of the Transaction
The company will subscribe the newly issued shares of DRV proportionately. However, in case other
shareholder of DRV will not subscribe for such shares, therefore, the company will subscribe the rest of newly
issued share totaling not more than 900,000 shares, with the par value of Baht 10 per share or Baht 90,000,000
or 100 percent of newly issued shares in this time.
Shareholders structure
List of Shareholders
Former
No. of share
1. DNA 2002 Public Company Limited
*New
percent
No. of share
percent
16,999,993
99.99
25,999,993
99.99
2. Mr. Samart Chuasiriphattana
5
0.05
5
0.05
3. Ms. Waraporn Pusittisak
2
0.05
5
0.05
17,000,000
100.00
26,000,000
100.00
Total
Details of calculation of transaction size according to the Acquisition or Disposal Notification are as below:
3
This transaction is not consider as connected transaction. In addition, the size of the transaction is equals 9.48 percent,
calculated with the total value of consideration as referring to the financial statement ended on June 30, 2016.
Financial Statement as of 30th June 2016 (Unit : Million Baht)
Company
Total Asset
949.33
Less: Intangible Assets
129.98
Less: Total Liabilities
324.80
Less: Non-Controlling Interest
58.98
Net Tangible Assets (NTA)
435.57
Profit attributable to equity holders of parent company in previous 12
months
(486.47)
Transaction size calculated by 4 methods under the Acquisition or Disposal Notification is as follows:
Calculation
Calculation
Tracsaction size
% of NTA in proportion to acquired x NTA of DRV
N/A
Method
1. Net
Tangible
Asset Value (NTA)
2. Net Profit
NTA of the Company (435.57 million Baht)
Net profit in proportion to acquire x (Net Loss of DRV)
N/A
Net Loss of the company (486.47) million Baht)
3. Total value of
value
9.48 percent
Total Asset of the company (949.33 million Baht)
consideration
4. Equity
Total consideration paid (90 million Baht)
share
No. of shares issued for payment
N/A
Total issued and paid-up shares of the company
Highest value
9.48 percent
Therefore, the share subscription in DRV has the highest values of the transaction equals to 9.48 percent of total value of
consideration of the Company, based on the latest audited consolidated financial statement ended on June 30, 2016.
However, when considering the acquisition of the assets size of DNA from the past 6 months including the transactions
approved by the Board of Directors No. 7/2016.
The calculation for all the transactions sizes are as follows.
4
No.
Value
Size
(Million
Calculati
Date of BOD approved the
Baht)
on
Transaction
Asset Acquisitions of DNA and its subsidiaries
(Percent)
1.
The Share Acquisition from Strongtech Energy 3 Company
1.00
0.08
As of February 29, 2016
44.00
3.69
As of February 29, 2016
4.90
0.41
As of May 4, 2016
Limited
2.
The Acquisition of OBH’s asset for the partial debt repayment
3.
The Establishment of DNA Sport Co., Ltd.
4.
The Share Acquisition form AEK Sole Co., Ltd.
10.73
0.90
As of May 4, 2016
5.
The Increase of capital in Primetime Solution Co., Ltd.
47.50
4.27
As of July 29, 2016
6.
The Increase of capital in DNA Revolution Co., Ltd.*
90.00
9.48
As of August 15, 2016
7.
The Increase of capital in DNA Retail Link Co., Ltd.*
40.00
--
As of August 15, 2016
Total Transaction Size
Remark
18.75
*Source of fund for aforementioned Capital increase in DNA Retail Link Co., Ltd. is from the
capital increase in DNA Revolution Co., Ltd., thus, the company would not calculated such DRL
capital increase for transaction size.
The above transactions is considered as an acquisition of assets. When considering the size of the transaction and
the acquisition of the asset in the past 6 months, the size of transaction would be equals 18.75 percent as referring to
the financial statement as of June 30, 2016 which is the highest size of transaction of the total asset of the company
according to the Notification of the Acquisition or Disposition of Assets. Therefore, this value is higher than 15 per
cent but lower than 50 per cent and classified as Class 2 Transaction under the Acquisition or Disposal Notification.
Therefore, the company has to disclose the transaction to SET and send the information to shareholders within 21
days from the date of disclosure of the transaction.
4.
Detail of Asset being acquired
DRV
General Information of DRV
Company Name
:
DNA Revolution Co., Ltd.
Established Date
:
28th September 2011
Head Office
:
19 Soi Ramkhamhaeng 22, Ramkhamhaeng Rd., Huamark,
Bangkapi, Bangkok
Type of Business
:
Retail in Home Entertainment and investing in other company.
Board of Director
5
Existing
After the transaction
1.Mr. Samart Chuasiriphattana
1. Mr. Samart Chuasiriphattana
2. Mr. Sittichai Gasornsombat
2. Mr. Sittichai Gasornsombat
3. Mr. Sittichok Phiratamornphan
3. Mr. Sittichok Phiratamornphan
4. Mr. Sirisak Piyathassrikul
4. Mr. Sirisak Piyathassrikul
Key Financial Information
(Unit : Million Baht)
Q 2/2016
Year 2014
Total Asset
254.75
296.83
234.30
Liabilities
167.16
107.30
127.77
87.59
189.53
106.53
Paid-up capital
170.00
170.00
70.00
Total Revenue
41.75
6.56
38.37
(101.94)
(17.00)
12.15
Shareholders equity
Net Profit
5.
Year 2015
Value of Asset being disposed and Method used for Determination of Consideration Values
The company would subscribe newly issue shares of DRV not more than 9,000,000 shares at par value 10 Baht per
share, totaling 90,000,000 Baht
6.
Objective
To use as a working capital of DRV as well as investing in its subsidirary.
7.
Sources of Fund
The total value of share subscription in DRV is Baht 90,000,000. The Company will use the source of fund from
its working capital.
8.
Conditions of the transaction
-None-
9.
Opinion of the Board of Directors Regarding the Transaction
6
The Board of Directors has the opinions that the aforesaid transaction is appropriate and will benefit to the
Company and its shareholders. In addition, the subscription in the newly issued share of DRV will enhance the
opportunity of the business in the future.
10.
Opinions of the Company’s Audit Committee and/or directors which are different from the opinions of the
Board of Directors (No.9) regarding the transaction.
- None –
Please be informed accordingly.
Best regards,
(Mr. Sittichai Gasornsombat)
Director
7
Attachment 2
Information Memorandum Relating to the Acquisition of Asset
By DNA 2002 Public Company Limited (Company:
Transaction 2: Information Memorandum Relating to the Acquisition of Asset – Capital increase in DRL
1.
The date of transaction
The transaction is expected to be completed within August 2016
2.
Parties involved
Issuer
DNA Retail Link Co., Ltd. (“DRL”)
Subscriber
DNA Revolution Co., Ltd. ("DRV")
Relationship
DRL is the subsidiary which has been hold 99.99 percent of shares by DRV.
DRV is the subsidiary which has been hold 99.99 percent of shares by the
company.
3.
General Characteristics of the Transaction
DRV will subscribe the newly issued shares of DRL proportionately. However, in case other shareholder of
DRL will not subscribe for such shares, therefore, DRV will subscribe the rest of newly issued share totaling
not more than 400,000 shares, with the par value of Baht 100 per share or Baht 40,000,000 or 100 percent of
newly issued shares in this time.
Shareholder structure
List of Shareholders
Former
No. of share
1. DNA Revolution Co., Ltd
*New
Percent
No/ of share
Percent
299,997
99.97
699,997
99.97
2. Mr. Samart Chuasiriphattana
1
0.01
1
0.01
3. Mr. Sittichai Gasornsombat
1
0.01
1
0.01
4. Ms. Krasawan Kananondham
1
0.01
1
0.01
8
List of Shareholders
Former
No. of share
Total
*New
Percent
300,000
No/ of share
100.00
Percent
700,000
100.00
Remark *The company will subscribe in excess of its right in case there are any unsubscribe shares.
Details of calculation of transaction size according to the Acquisition or Disposal Notification are as below:
This transaction is not consider as connected transaction. In addition, the size of the transaction is equals 4.21 percent,
calculated with the total value of consideration as referring to the financial statement ended on June 30, 2016.
Key Financial Information as of 30th June 2016 (Unit: Million Baht)
Company
Total assets
949.33
Less: Intangible assets
129.98
Less:Total liabilities
324.80
Less: Non-Controlling interest
58.98
Net Tangible Asset (NTA)
435.57
Profit attributable to equity holders of parent company in previous 12
months
(486.47)
Transaction size calculated by 4 method under the Acquisition or Disposal Notification is as follows:
Calculation
Calculation
Tracsaction size
% of NTA in proportion to acquired x NTA of DRL
N/A
Method
1. Net
Tangible
Asset Value (NTA)
2. Net Profit
NTA of the Company (435.57 million Baht)
Net profit in proportion to acquire x (Net Loss of DRL)
N/A
Net Loss of the company (486.47) million Baht)
3. Total value of
value
4.21 percent
Total Asset of the company (949.33 million Baht)
consideration
4. Equity
Total consideration paid
share
No. of shares issued for payment
N/A
Total issued and paid-up shares of the company
Highest value
4.21 percent
9
Therefore, the share subscription in DRL has the highest values of the transaction equals to 4.21 percent of total value of
consideration of the Company, based on the latest audited consolidated financial statement ended on June 30, 2016.
However, when considering the acquisition of the assets size of DNA from the past 6 months including the transactions
approved by the Board of Directors No. 7/2016.
The calculation for all the transactions sizes are as follows.
No.
Value
Size
(Million
Calculati
Date of BOD approved the
Baht)
on
Transaction
Asset Acquisitions of DNA and its subsidiaries
(Percent)
1.
The Share Acquisition from Strongtech Energy 3 Company
1.00
0.08
As of February 29, 2016
44.00
3.69
As of February 29, 2016
4.90
0.41
As of May 4, 2016
Limited
2.
The Acquisition of OBH’s asset for the partial debt repayment
3.
The Establishment of DNA Sport Co., Ltd.
4.
The Share Acquisition form AEK Sole Co., Ltd.
10.73
0.90
As of May 4, 2016
5.
The Increase of capital in Primetime Solution Co., Ltd.
47.50
4.27
As of July 29, 2016
6.
The Increase of capital in DNA Revolution Co., Ltd.*
90.00
9.48
As of August 15, 2016
7.
The Increase of capital in DNA Retail Link Co., Ltd.*
40.00
-
As of August 15, 2016
Total Transaction Size
Remark
18.75
*Source of fund for aforementioned Capital increase in DNA Retail Link Co., Ltd. is from the
capital increase in DNA Revolution Co., Ltd., thus, the company would not calculated such DRL
capital increase for transaction size.
The above transactions is considered as an acquisition of assets. When considering the size of the transaction and
the acquisition of the asset in the past 6 months, the size of transaction would be equals 18.75 percent as referring to
the financial statement as of June 30, 2016 which is the highest size of transaction of the total asset of the company
according to the Notification of the Acquisition or Disposition of Assets. Therefore, this value is higher than 15 per
cent but lower than 50 per cent and classified as Class 2 Transaction under the Acquisition or Disposal Notification.
Therefore, the company has to disclose the transaction to SET and send the information to shareholders within 21
days from the date of disclosure of the transaction.
4. Detail of Asset being acquired
DRL
General Information of DRL
10
Company Name
:
DNA Retail Link Co., Ltd.
Established Date
:
21st January 2015
Head Office
:
19 Soi Ramkhamhaeng 22, Ramkhamhaeng Rd., Huamark,
Bangkapi, Bangkok
:
Type of Business
Retail in Home Entertainment
Board of Director
Existing
After the transaction
1.Mr. Samart Chuasiriphattana
1. Mr. Samart Chuasiriphattana
2. Mr. Sittichai Gasornsombat
2. Sittichai Gasornsombat
Key Financial Data
(Unit : Million Baht)
Q 2/2016
Year 2014
Total Asset
53.68
80.94
-
Total Liabilities
66.12
74.84
-
(12.44)
6.09
-
Paid-up capital
30.00
30.00
-
Total Revenue
38.15
89.96
-
(18.53)
(23.91)
-
Shareholders Equity
Net Profit
5.
Year 2015
Value of Asset being disposed and Method used for Determination of Consideration Values
The company would subscribe newly issued shares of DRL not more than 400,000 shares at par value 100 Baht
per share, totaling 40,000,000 Baht
6.
Objective
To use as a working capital of DRL.
7.
Sources of Fund
The total value of share subscription in DRL is Baht 40,000,000. The Company will use the source of fund from its
working capital.
8.
Conditions of the transaction
-
None-
11
9.
Opinion of the Board of Directors Regarding the Transaction
The Board of Directors has the opinions that the aforesaid transaction is appropriate and will benefit to the
Company and its shareholders. In addition, the subscription in the newly issued share of DRL will enhance the
opportunity of the business in the future.
10.
Opinions of the Company’s Audit Committee and/or directors which are different from the opinions of the
Board of Directors (No.9) regarding the transaction.
- None –
Please be informed accordingly.
Best regards,
(Mr. Sittichai Gasornsombat)
Director
12
Attachment 3
Information Memorandum Relating to the Disposal of Asset
Transaction 3: Information Memorandum Relating to the Disposal of Asset – Selling of shares in WSG
1.
The date of transaction
The transaction is expected to be completed within August 2016
2.
Parties involved
Buyer
Mr. Renghai Dulyapaisarn
Seller
DNA Revolution Co., Ltd.
Relationship
Buyer and Seller have no relation as connected person in accordance to the
Notification of the Capital Market Supervisory Board No. TorJor 21/2551
(21/2008) regarding Rules on entering into Connected Transactions and the
Notification of the Board Governors of the Stock Exchange of Thailand Re:
Disclosure of Information and other acts of Listed Companies concerning the
Connected Transaction B.E. 2546 (2003).
3.
General Characteristics of the Transaction
DRV, the subsidiary which has been hold 99.99 shares by the company, will sell the shares of WSG amounting
340,000 shares or equals to 85 percent of share of WSG, with the par value of Baht 100 per share, totaling Baht
34,000,000.
Nevertheless, as of 30th June 2016, WSG has debt obligated to DNA group at 2,900,000 Baht, which WSG would
repay prior to the transaction completed.
Details of calculation of transaction size according to the Acquisition or Disposal Notification are as below:
This transaction is not consider as connected transaction. In addition, the size of the transaction is equals 3.89 percent,
calculated with the total value of consideration as referring to the financial statement ended on June 30, 2016
Key Financial Information as of 30th June 2016 (Unit : Million Baht)
Company
Total assets
949.33
Less: Intangivle Asset
129.98
Less: Total liabilities
324.80
Less: Non-Controlling interest
58.98
Net Tangible Asset (NTA)
435.57
13
Key Financial Information as of 30th June 2016 (Unit : Million Baht)
Profit attributable to equity holders of parent company in previous 12
Company
(486.47)
months
Transaction size calculated by 4 method under the Acquisition or Disposal Notification is as follows:
Calculation
Calculation
Tracsaction size
% of NTA in proportion to disposal x NTA of WSG
1.17 percent
Method
1. Net
Tangible
Asset Value (NTA)
2. Net Profit
NTA of the Company (435.57 million Baht)
Net profit in proportion to disposal x (Net Loss of
N/A
WSG)
Net Loss of the company (486.47) million Baht)
3. Total value of
3.89 percent
Total Asset of the company (949.33 million Baht)
consideration
4. Equity
Total consideration paid
share
value
No. of shares issued for payment
N/A
Total issued and paid-up shares of the company
Highest value
3.89 percent
The above transactions is considered as an acquisition of assets. When considering the size of the transaction and
the acquisition of the asset in the past 6 months, the size of transaction would be equals 17.14 percent as referring to
the financial statement as of June 30, 2016 which is the highest size of transaction of the total asset of the company
according to the Notification of the Acquisition or Disposition of Assets. Therefore, this value is higher than 15 per
cent but lower than 50 per cent and classified as Class 2 Transaction under the Acquisition or Disposal Notification.
Therefore, the company has to disclose the transaction to SET and send the information to shareholders within 21
days from the date of disclosure of the transaction.
4.
Detail of Asset being disposed
Asset to be disposed: Ordinary shares of WSG
General information of WSG
Company name
:
World Sport Group Co., Ltd.
Established Date
:
25th May 2015
Head Office
:
19 Soi Ramkhamhaeng 22, Ramkhamhaeng Rd., Huamark,
Bangkapi, Bangkok
Paid-up Capital
:
Baht 40,000,000 divided into 400,000 ordinary shares
With par value of Baht 100 per share
14
Type of Business
:
WSG are in advertising management business, set up an exhibition ,
events or tournament for different sport including all related events PR
and rights management to scheduling of the sport event
Shareholder structure
List of Shareholders
Former
No. of share
1. DNA Revolution Co., Ltd.
Percent
No. of share
Percent
340,000
85.00
-
0.00
-
0.00
340,000
85.00
59,999
14.99
59,999
14.99
1
0.01
1
0.01
400,000
100.00
400,000
100.00
2. Mr. Rengchai Dulyapaisarn
3. Mr. Nuttyaphol Mukda
4. Mr. Wuttiwat Taninphattanarutt
Total
New
Key Financial Data
(Unit : Million Baht)
Q 2/2016
Total Assets
19.25
9.19
Total Liabilities
13.27
11.39
5.98
(2.21)
Paid-up capital
36.50
16.50
Total Revenue
22.41
9.70
(15.31)
(18.71)
Stockholders’ equity
Net Profit
5.
Year 2015
Value of Asset being disposed
DRV will divest all of its 340,000 shares in WSG, representing 85 percent of the total shares, which has par value of
Baht 100 per share or equal to Baht 34,000,000. The total amount received will be Baht 34,000,000.
Nevertheless, as of 15th August 2016, WSG has debt obligated to DRV at 2,900,000 Baht, which WSG would repay
prior to the transaction completed.
6.
Method used for Determination of Consideration Values
DRV will divest all of its 340,000 shares in WSG, representing 85 percent of the total shares, which has par value of
Baht 100 per share or equal to Baht 34,000,000. The total amount received will be Baht 34,000,000.
7.
Expected Benefit for the Company
15
The disposal of WSG's share will enable the company to reduce the risk of business that s not as good as expected by
the Company. The Company therefore expects that after the transaction is completed, it would be reduced any
burden. Hence, the company's performance should be improved once again.
8.
Utilization of the proceeds
The proceeds from the sale of investments in AEK will be used as the Company’s working capital.
9.
Opinion of the Board of Directors Regarding the Transaction
The Board of Directors has expressed the opinions that the aforesaid transaction is reasonable since WSG has not
performed as expected by the Company. As a result, the company suffered from consecutive losses. Therefore, the
aforementioned transaction will help the Group of Company to reduce the risk of making loss, and will benefit the
shareholder of the Company eventually.
10.
Opinions of the Company’s Audit Committee and/or directors which are different from the opinions of the Board
of Directors (No.9) regarding the transaction.
- None –
Please be informed accordingly.
Best regards,
(Mr. Sittichai Gasornsombat)
Director
16
Attachment 4
Information Memorandum Relating to the Disposal of Asset
Transaction 4: Information Memorandum Relating to the Disposal of Asset –Selling of shares in AEK Sole Co., Ltd.
1.
The date of transaction
The transaction is expected to be completed within September 2016
2.
Parties involved
Buyer
B.E.G Engineering Co., Ltd.
Seller
My Network and Solution Co., Ltd.
Relationship
Buyer and Seller have no relation as connected person in accordance to the
Notification of the Capital Market Supervisory Board No. TorJor 21/2551
(21/2008) regarding Rules on entering into Connected Transactions and the
Notification of the Board Governors of the Stock Exchange of Thailand Re:
Disclosure of Information and other acts of Listed Companies concerning the
Connected Transaction B.E. 2546 (2003).
3.
General Characteristics of the Transaction
MyNet, the subsidiary which has been hold 51.00 shares by the company, will sell the shares of AEK to the seller
amounting 510 shares or equals to 51 percent of share of AEK, with the par value of Kip 2,000,000 per share,
totaling Kip 1,200,000,000.
Details of calculation of transaction size according to the Acquisition or Disposal Notification are as below:
This transaction is not consider as connected transaction. In addition, the size of the transaction is equals 2.46 percent,
calculated with the total value of consideration as referring to the financial statement ended on June 30, 2016
Key Financial Information as of 30th June 2016 (Unit: Million Baht)
Company
Total assets
949.33
Less: Intangible Asset
129.98
Less: Total liabilities
324.80
Less: Non-Controlling interest
58.98
Net Tangible Assets (NTA)
435.57
Profit attributable to equity holders of parent company in previous 12
17
(486.47)
Key Financial Information as of 30th June 2016 (Unit: Million Baht)
Company
months
Transaction size calculated by 4 method under the Acquisition or Disposal Notification is as follows:
Calculation
Calculation
Tracsaction size
% of NTA in proportion to disposal x NTA of AEK
2.46 percent
Method
1. Net
Tangible
NTA of the Company (435.57 million Baht)
Asset Value (NTA)
2. Net Profit
Net profit in proportion to disposal x (Net Loss of
N/A
AEK)
Net Loss of the company (486.47) million Baht)
3. Total value of
Total consideration paid
Total Asset of the company (949.33 million Baht)
consideration
4. Equity
0.46 percent
share
No. of shares issued for payment
value
N/A
Total issued and paid-up shares of the company
Highest value
2.46 percent
The above transactions is considered as an acquisition of assets. When considering the size of the transaction and
the acquisition of the asset in the past 6 months, the size of transaction would be equals 17.14 percent as referring to
the financial statement as of June 30, 2016 which is the highest size of transaction of the total asset of the company
according to the Notification of the Acquisition or Disposition of Assets. Therefore, this value is higher than 15 per
cent but lower than 50 per cent and classified as Class 2 Transaction under the Acquisition or Disposal Notification.
Therefore, the company has to disclose the transaction to SET and send the information to shareholders within 21
days from the date of disclosure of the transaction.
4.
Detail of Asset being disposed
Asset to be disposed:
Ordinary share of AEK
General Information of AEK
Company Name
:
AEK Sole Co., Ltd.
Established Date
:
9th September 2011
Head Office
:
T2 Road, Sidamduan Village, Chanthabouly District, Vientiane, Lao
Paid-up Capital
:
2,000,000,000 Kip, divided into 1,000 ordinary shares
With the par value of 2,000,000 Kip per share
Type of Business
:
Operate the IT Solution in Lao PDR and the identified in the the
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Company certificate are as follow ;
1.
Trading on computer and IT equipments
2.
Information and communication system
3.
IT network system for inside and outside building
4.
Other related
Shareholder structure
List of shareholders
Former
No. of Share
1. My Network and Solution Co., Ltd.
Percent
No. of share
Percent
510
51.00
-
0.00
-
0.00
510
0.00
490
49.00
490
49.00
1,000
100.00
1,000
100.00
2. B.A.G. Engineering Co., Ltd.
3. Other Shareholders
Total
New
Key Financial Data
(Unit : Million Baht)
รายการ
2014*
Total Asset
41.83
Total liabilities
20.79
Stockholders’ equity
21.04
-
Registered capital
8.62
-
Paid-up capital
6.28
Total revenue
Net Profit (Loss)
Book Value (Baht per share)
157.10
21.46
21,039.63
*From: Financial statement 2014 audited by PWC (Lao) Co.,Ltd.
5.
Value of Asset being disposed
MyNet will divest all of its 510 shares in AEK, representing 51 percent of the total shares, which has par value of
Kip 1,020,000,000. The total amount received will be Kip 1,020,000,000.
6.
Method used for Determination of Consideration Values
MyNet would sell 510 AEK ordinary share to the buyer amounting Kip 1,020,000,000 or Kip 2,000,000 per share, or
the par value of Kip 2,000,000 per share.
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7.
Expected Benefit for the Company
The disposal of AEK's share will enable the company to reduce the risk of business.
8.
Utilization of the proceeds
The proceeds from the sale of investments in AEK will be used as the Company’s working capital.
9.
Opinion of the Board of Directors Regarding the Transaction
The Board of Directors has the opinions that the aforesaid transaction is appropriate and will benefit to the
Company and its shareholders because there are some differences in vision and expectation of each shareholders
especially the understanding of co-policy. Therefore, this transaction would eventually solve such problems.
10. Opinions of the Company’s Audit Committee and/or directors which are different from the opinions of the Board
of Directors (No.9) regarding the transaction.
- None –
Please be informed accordingly.
Best regards,
(Mr. Sittichai Gasonsombat)
Director
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