-TranslationAugust 1, 2016
Subject: Information Memorandum concerning the Acquisition of Assets
Attn:
President
The Stock Exchange of Thailand
According to the Resolution of the Board of Director's meeting of DNA 2002 (“the Company”) No. 6/2016 dated on July 29,
2016, the company would like to inform that the company has passed the solutions regarding the asset acquisitions. The
details are as follows;
1.
To approve the increased in registered capital of Primetime Solution Co., Ltd. ("PTS"), the associate company
which has been hold 25 percent of PTS shares by DNA Revolution Co., Ltd. (“DRV”), in the amount of Baht
50,000,000 from the current registered capital of Baht 50,000,000. Thus, the new registered capital shall be
Baht 100,000,000. PTS will issue the aforementioned 500,000 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 PTS waive
the right to subscribe such shares. Nevertheless, DRV would subscribe not more than 475,000 newly issued
shares or totaling Baht 47,500,000.
The above transactions is considered as a 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 9.58 percent as referring to the financial statement as of March 31, 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, such transaction would not be required to disclose as specified in the Acquisition or Disposal Notification.
Please be informed accordingly,
Sincerely Yours,
(Mr. Sittichai Gasornsombat)
Director
1
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Translation
Enclosure 1
Information Memorandum Relating to the Acquisition of Assets (Schedule 1)
By
DNA 2002 Public Company Limited (the “Company”)
The Meeting of the Board of Director of DNA 2002 Public Company Limited (the “Company” or “DNA”) No. 6/2016 held
on July 29, 2016 passed the resolution to acquire the asset as aforementioned detail, subscribing the newly issue shares in
PTS which considered as acquisition of asset 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 9.58 percent as referring to the financial statement as of March 31, 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, such transaction would not be required to disclose as specified in the Acquisition or Disposal Notification.
Information Memorandum Relating to the Acquisition of Assets
1. The date of transaction
The transaction is expected to be completed within August 2016.
2. Parties involved and Relationship with the Company
Parties Involved
Issuer
Details
Primetime Solution Co., Ltd.
Subscribers
DNA Revolution Co., Ltd.
Relationship
PTS is the associate company which has been hold 25 percent of PTS shares by DRV.
DRV is the subsidiary company which has been hold 99 .99 percent of DRV shares by
the company.
3. General Characteristics of the Transaction
DRV will subscribe the newly issued shares of PTS proportionately. However, in case other shareholder of PTS will not
subscribe for such shares, therefore, DRV will subscribe the rest of newly issued share totaling not more than 475,000
shares, with the par value of Baht 100 per share or Baht 47,500,000 or 95 percent of newly issued shares in this time.
2
The shareholder structures are as follows;
Shareholders
Existing
Shares
*New
%
Shares
%
1. DNA Revolution Co., Ltd.
125,000
25.00
600,000
60.00
2. Rattanakosin Holding Co., Ltd.
350,000
70.00
375,000
37.50
3. Unique Treasure Worldwide Ltd.
25,000
5.00
25,000
2.50
Total
500,000
100.00
1,000,000
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 4.50 percent,
calculated with the total value of consideration as referring to the financial statement ended on March 31, 2016.
(Unit : Million Baht)
Financial Item as March 31, 2016
DNA
1,111.63
Total Assets
Less Intangible Assets
111.07
Less Total Liabilities
499.18
Less Non-Controlling Interests
31.15
Net Tangible Assets (NTA)
470.23
Profit attributable to equity holders of parent company in previous 12 months
(467.44)
Transaction size calculated by 4 methods under the Acquisition or Disposal Notification is as follows:
Calculation
Calculation
Method
1.Net Tangible
Asset Value
Transaction
Size
35% NTA in proportion to acquisition x NTA of PTS (Baht 1.96 million)
0.15 Percent
NTA of the Company (Baht 470.23million)
(NTA)
2. Net Profit
35% Net profit in proportion to acquisitionxNet Profit of PTS
Not applicable
Net Profit of the Company (Loss Baht 467.44 million)
because the
Company
making loss
3. Total value
of
Total consideration paid (Baht 50 million)
Total Asset of the Company (Baht 1,111.63 million)
consideration
3
4.50 Percent
4. Equity share
value
No. of shares issued for payment
Not applicable
Total issued and paid-up shares of the Company
because the
Company does
not issue shares
for payment
Therefore, the share subscription in PTS has the highest values of the transaction equals to 4.50 percent of total value of
consideration of the Company, based on the latest audited consolidated financial statement ended on March 31, 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. 6/2016.
The calculation for all the transactions sizes are as follows.
No.
1.
Asset Acquisitions of DNA and its subsidiaries
Total
Highest
Transaction
Transaction
Value
Size
(Million
Calculation
Baht)
(Percent)
The Share Acquisition from Strongtech Energy 3
Date of BOD approved
the Transaction
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
Company 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
0.93
As of May 4, 2016
5.
The Increase of capital in Primetime Solution
47.50
4.50
As of July 29, 2016
Co., Ltd.
Total Transaction Size
9.58
The above transactions 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) and its amendments (collectively referred to as the “Acquisition or Disposal Notification”). When
considering the transaction size pursuant to the Acquisition or Disposal Notification, the size of the above transactions is of
the highest value is equal to 9.58 percent. Therefore, such transaction would not be required to disclose as specified in the
Acquisition or Disposal Notification.
4. Detail of Asset Being Acquired
4
PTS
Overview of Business Information of PTS
Company Registration Mane
:
Primetime Solution Co., Ltd. (“PTS”)
Established Date
:
May 28, 2014
Head Office
:
71 SK Building, Fl. 11, Krungthonburi Rd, Klongtonsai, Klongsan, Bangkok
Type of Business
:
Media Services in Digital Media
The Board of Directors is as follow;
Board of Director
Existing
After transaction
Position
1. Mr. Chattaphum Khantiviriya
1. Mr. Chattaphum Khantiviriya
Director
2. Mr. Sitthichai Gasornsombat
2. Mr. Sitthichai Gasornsombat
Director
3. Mr. Isara Amartyakul
3. Mr. Samart Chuasiriphattana
Director
4. Admiral Suchart Kolasastraseni
4. Mr. Isara Amatyakul
Director
5. Mr. Kasidate Kolasastraseni
5. Mr. Phatthaworn Phongphaew
Director
5. Total Value of Consideration and Method used for Determination of Consideration Values
The Company will subscribe the newly issued shares of PTS of 475,000 shares with the par value of Baht 100 per share. The
total transaction amount is Baht 4,750,000.
6. Objective
To use as a working capital of WSG as well as paying debt.
7. Sources of Fund
The total value of share subscription in PTS is Baht 47,500,000. 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
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 PTS will enhance the opportunity of the business in
the future.
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10. Opinions of the Company’s Audit Committee and/or directors which are different from the opinions of the Board
of Directors (No.10) regarding the transaction.
- None-
Please be informed accordingly
Sincerely Yours,
(Mr. SittichaiGasornsombat)
Director
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