GUNKUL 59/ th October 2016

Transcription

1 GUNKUL 59/ th October 2016 Subj. Notification of Board of Directors Resolution on Approval/Agreement of Investment in Solar Power Plant 2 Projects, BMP Solar Project in Sa Kaeo Province and Iwakuni Project in Japan, Appointment of Independent Financial Advisor for Iwakuni Project, Debenture Issuance and Notice of Extraordinary General Meeting of Shareholders (EGM) no. 2/2016 To: President, Stock Exchange of Thailand Attachment: 1. Disclosure Report on Shares Purchase in BMP Solar Company Limited and Investment on Solar Power Plant of such Company with Contract Capacity of 8.0 MW. 2. Disclosure Report on Investment in Solar Power Plant Iwakuni, Iwakuni City, Yamaguchi Prefecture, Japan with Contract Capacity of 75.0 MW. Refer to Board of Directors Meeting no. 7/2016 of Gunkul Engineering Public Company Limited (the Company) held on 12 th October 2016, the Meeting has resolutions as follows; 1. Approval on entering into the transaction of shares purchase of BMP Solar Company Limited (BMP Solar) and investment in solar power plant project of such company with contract capacity of 8.0 MW (Attachment 1) - The Company will proceed with shares purchase as preferred stock of BMP Solar Company Limited at 48,000 shares, representing 48.98% of paid up capital, which is total 98,000 shares (comprised of 50,000 common shares and 48,000 preferred shares). Consequently, the Company will be eligible for dividend payment from project operation and voting rights at 99.99%. However, the Company will increase the common shares holding in such company by the time at 3 years after the Commercial Operation Date (COD) has started, consequently the shareholding proportion will increase from 48.98% to 99.99%. BMP Solar is the solar power plant operator, who awarded one Power Purchase Agreement (PPA) in solar power plant type from Provincial Electricity Authority (PEA), the plant located at Tha Kwian, Watthana Nakhon District, Sa Kaeo Province, with contract capacity at 8.0 MW and power purchase rate (Feed-in Tariff (FiT)) at THB 5.66 per unit for 25 years. The entering into such transaction is equal to 3.148%, which is the highest value according to the total value of consideration paid or received base, when combine this transaction with the transactions taking place during six months prior to the day a decision to enter into transaction, which is at %, according to the calculation by the size of the total Page 1 / 4

2 value of the consideration paid, compared to total assets of listed companies, the total value of transactions is at %. However, as the value of such transaction, which calculated in accordance with a base by the size of the total value of the consideration paid, compared to total assets of listed companies, is equal to 15% or more but lower than 50%, according to Notification of Capital Market Supervisory Board TorChor 20/2551 on Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets by the Securities and Exchange Commission and Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets, 2004, the Company shall disclose the report of such transaction as in Attachment 1 and serve a written notice of its decision to enter into such transaction on its shareholders within 21 days from the date of disclosure of information to the Stock Exchange of Thailand, the calculated transaction volume is under the authorization of Board of Directors of the Company. 2. Agreement on entering into the transaction of investment in solar power plant project, Iwakuni Project, Iwakuni city, Yamaguchi Prefecture, Japan with contract capacity of 75.0 MW (Attachment 2) - The Company will invest in solar power plant by Godo Kaisha East Japan Solar 13 Company (Iwakuni project), located in Iwakuni City, Yamaguchi Prefecture, Japan. The total project value is at approximate JYP 31, Million or THB 10, Million (Exchange rate at THB per yen as at 11 th Oct 2016). Such company will generate and sell the electricity from solar energy to Chugoku Electric Power at the contract capacity of 75.0 MW, as it was granted concession to sell electricity in power purchase, Feed-in Tariff (FiT), rate at JYP per unit for 20 years. The entering into such transaction is equal to %, which is the highest value according to the total value of consideration paid or received base, when combine this transaction with the transactions taking place during six months prior to the day a decision to enter into transaction, which is at % (transactions taking place during past six months is at %, plus the transaction in item 1 which is at 3.148%), according to the calculation by the size of the total value of the consideration paid, compared to total assets of listed companies, the total value of transactions is at %. However, as the value of such transaction, which calculated in accordance with a base by the size of the total value of the consideration paid, compared to total assets of listed companies, is equal to 50% or more but lower than 100%, according to Notification of Capital Market Supervisory Board TorChor 20/2551 on Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets by the Securities and Exchange Commission and Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets, 2004, the Company shall disclose the report of such transaction as in Attachment 2, shall convene a shareholders meeting to approve the decision to enter into a transaction and shall appoint the independent financial advisor to give the opinions in connection with the transaction of Iwakuni Project. Page 2 / 4

3 3. Approval on appointment of independent financial advisor to study and give opinion for investment in Iwakuni Project (Attachment 3) - The Company shall appoint I V Global Securities Public Company Limited as an independent financial advisor to give the opinions in connection with investment in solar power plant, Iwakuni Project, to comply with Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets, The Company will submit the report of independent financial advisor s opinion on such project to shareholders together with the notice of EGM no.2/1016 accordingly. 4. Agreement on increasing debenture issuance and offering at THB 3, Million from the current amount at not over THB 3, Million, the new amount in total at not over THB 6, Million, not exceeding 7 years - The Board of Directors of the Company agreed on increasing debenture issuance and offering at THB 3, Million from the current amount at not over THB 3, Million, the new amount in total at not over THB 6, Million, not exceeding 7 years in order to support the working capital for projects development of the Company, and proposed this agenda to the shareholders meeting for approval accordingly. 5. Approval on notice of Extraordinary General Meeting of Shareholders no.2/2016 for Gunkul Engineering Public Company Limited 1. Brief schedule according to resolution of Board of Directors meeting no. 7/2016 on 12 th October 2016 Resolution of Board of Directors Meeting Schedule Resolution of Board of Directors Meeting no.7/ October 2016 Exclude Meeting Date or XM 26 October 2016 Record Date of EGM no. 2/ October 2016 Book Closing Date 31 October 2016 EGM no. 2/2016 Meeting Date 29 November 2016 The Extraordinary General Meeting of Shareholders no. 2/2016 on Tuesday 29 November 2016 at 1.30 p.m. Chaophya Ballroom, 2 nd Floor, Chaophya Park Hotel, 247 Rachadapisek Road, Dindaeng, Bangkok (If there is any change, the company will announce to the public later). 2. Agenda for Extraordinary General Meeting of Shareholders no. 2/2016 Agenda 1 To consider and adopt the Minutes of Annual General Meeting of Shareholders for the year 2016 Page 3 / 4

4 Board of Directors opinion It is considered appropriate to adopt the Minutes of Annual General Meeting of Shareholders for the year Agenda 2 To approve the investment in solar power plant Iwakuni, Iwakuni City, Yamaguchi Prefecture, Japan with contract capacity at 75.0 MW Board of Directors opinion It is considered appropriate to propose the Meeting of Shareholders to approve the investment in solar power plant Iwakuni, Iwakuni City, Yamaguchi Prefecture, Japan with contract capacity at 75.0 MW Agenda 3 To approve the increase in debenture issuance and offering at THB 3, Million from the current amount of not over THB 3, Million, by the new total amount not over THB 6, Million, not exceeding 7 years Board of Directors opinion It is considered appropriate to propose the Meeting of Shareholders to approve the increase in debenture issuance and offering at THB 3, Million from the current amount of not over THB 3, Million, by the total amount of not over THB 6, Million, not exceeding 7 years Agenda 4 Other business (if any) Please be informed accordingly. Sincerely yours, Ms. Sopacha Dhumrongpiyawut Chief Executive Officer Chantra Jongjamareeseethong Corporate Secretary Office of Managing Director and Investor Relation Tel. : chantra@gunkul.com Page 4 / 4

5 GUNKUL 59/ th October 2016 Subj. To: Investment in Solar Power Plant of BMP Solar Company Limited President Stock Exchange of Thailand Refer to Board of Directors Meeting no. 7/2016 of Gunkul Engineering Public Company Limited (the Company), held on 12 th October 2016, the Meeting had the resolution on approval of preferred shares purchase in BMP Solar Company Limited (BMP Solar), who is the solar power plant operator with contract capacity at 8.0 MW, at 48,000 preferred shares or equal to 48.98% of the paid up capital, which is 98,000 shares (comprised of 50,000 common shares and 48,000 preferred shares). The Company will be eligible for gaining the dividend payment from operation and voting rights at 99.99% (as the Company will increase the common shares holding, which will increase in shareholding proportion from 48.98% to 99.99% after 3 years that the Commercial Operation Date (COD) of such company has started). The total payment value of entering into such transaction is at THB Million. This transaction, however, considered as acquisition of assets according to the Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets, 2004 by the Stock Exchange of Thailand. The Company would like to inform the details of transaction as follows; 1. Date of entering into transaction After the Board of Directors Meeting approves the transaction and contract party follows the terms and conditions according to Share Purchase Agreement. 2. The parties involved Seller : BMP Energy Public Company Limited 1 Buyer : Gunkul Engineering Public Company Limited Share numbers : 48,000 preferred shares - Equal to 48.98% of paid up capital (98,000 shares) - The Company will be eligible for obtaining dividend payment from business operation and voting rights at 99.99% - By the time at 3 years after the COD of such company has started, the Company will increase the common shares holding proportion from 48.98% to 99.99% Purchase value : THB Million 1 Not considered as connected party Page 1 / 7

6 3. General information of transaction The Company would like to purchase preferred shares of BMP Solar from BMP Energy Public Company Limited at 48,000 shares of the paid up capital of 98,000 shares at the total value of THB Million, which is equal to transaction value at 3.148% according to the Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets, 2004 by the Stock Exchange of Thailand. The calculation base is by the size of the total value of the consideration paid, compared to total assets of listed companies under the reviewed consolidated financial statements as at 30 th June However, when combine this transaction with the transactions taking place during six months prior to the day a decision to enter into transaction, the total transaction will be at %, according to the following details; Date No. of Project Project Value Transaction Size 2 Document Name Million JYP Million THB 25 Aug 2016 GUNKUL 59/089 KENTOS 24, , % 12 Oct 2016 GUNKUL 59/317 BMP % Total 9, % KENTOS Kentos Project (Solar Power Plant in Japan : changed to Utsunomiya Project) BMP BMP Solar Company Limited (Solar Power Plant in Thailand) However, as the value of such transaction, which calculated in accordance with a base by the size of the total value of the consideration paid, compared to total assets of listed companies, is equal to 15% or more but lower than 50%, according to Notification of Capital Market Supervisory Board TorChor 20/2551 on Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets by the Securities and Exchange Commission and Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets, 2004, the Company shall disclose the report of such transaction as in Attachment 1 and serve a written notice of its decision to enter into such transaction on its shareholders within 21 days from the date of disclosure of information to the Stock Exchange of Thailand, the calculated transaction volume is under the authorization of Board of Directors of the Company. 2 Base on the average exchange rate used by commercial banks with customers as at 24 th August 2016 at exchange rate of THB per JPY Page 2 / 7

7 4. Acquisition of assets information a. Business information Company name : BMP Solar Company Limited Location : 227 Moo 5, Tha Kwian, Watthana Nakhon District, Sa Kaeo Province Nature of Business : BMP Solar is the solar power plant operator, who obtained one Power Purchase Agreement (PPA) in solar power plant type from Provincial Electricity Authority (PEA) (obtained the rights in PPA transferred from BMP Energy Public Company Limited). BMP Solar power plant is located in Tha Kwian, Watthana Nakhon District, Sa Kaeo Province, with contract capacity of 8.0 MW and power purchase rate in Feed-in Tariff (FiT) at THB 5.66 per unit for 25 years. The plant has already started the COD and sells electricity to PEA since 29 th April GUNKUL BMP Solar 48.98% PEA : 8 MW *** Power purchase rate at THB 5.66 per unit for 25 years*** b. Board of Directors of BMP Solar Board of Directors of BMP Solar prior to the entering into transaction Board of Directors of BMP Solar included 3 directors as follows; 1. Mr. Viravat Cholvanich 2. Mrs. Rungrat Prapasirikul Board of Directors of BMP Solar after the entering into transaction 1. Mr. Viravat Cholvanich 2. Ms. Sopacha Dhumrongpiyawut 3. Mr. Somboon Aueatchasai Page 3 / 7

8 c. Shareholding structure Shareholders List prior to the entering into the transaction Shareholders List as of 11 th October 2016 Shareholders name Shares Type Shares number % 1. BMP Energy Public Company Limited Common share 49, % 2. Mr. Viravat Cholvanich Common share % 3. Mrs. Rungrat Prapasirikul Common share % 4. Mr. Chairat Wutticharoensri Common share % Total 50, % Shareholders list after BMP Solar increases preferred shares to be purchased by the Company Shareholders name Shares Type Shares number % 1. BMP Energy Public Company Limited Common share Preferred share 49,997 48, % % 2. Mr. Viravat Cholvanich Common share % 3. Mrs. Rungrat Prapasirikul Common share % 4. Mr. Chairat Wutticharoensri Common share % Total 98, % Shareholders List after entering into transaction Shareholders name Shares Type Shares number % 1. BMP Energy Public Company Limited Common share 49, % 2. Gunkul Engineering Public Company Limited Preferred share 48, % 3. Mr. Viravat Cholvanich Common share % 4. Ms. Sopacha Dhumrongpiyawut Common share % 5. Mr. Somboon Aueatchasai Common share % Total 98, % Page 4 / 7

9 d. Key financial status The reviewed financial statement as of 30 th June 2016 of BMP Solar is as follows; (Unit : THB) 30 June 2016 (Reviewed) Assets Current assets 164, Non-current assets 0.00 Total Assets 164, Liabilities and shareholders equity Current liabilities 250, Non-current liabilities 0.00 Total Liabilities 250, Registered capital 500, Paid up capital 125, Retained earnings (Deficit) (210,350.84) Total shareholders equity (85,350.84) Total liabilities and shareholders equity 164, Total revenue Total expense (64,337.73) Financial cost (745.90) Income tax payable (29,077.13) Net profit (loss) (94,041.82) 5. Total value of transaction Total value of transaction is approximately at THB Million, according to the following details; - Value of preferred shares acquisition in BMP Solar at 48,000 shares or equal to 48.98% of total registered capital at 98,000 shares, so total value of shares purchase at THB Million which will be paid in 4 installments to BMP Energy Public Company Limited as the seller follows the terms and conditions according to Share Purchase Agreement. Page 5 / 7

10 6. Value of acquired assets The acquired assets include; - Preferred shares of BMP Solar at 48,000 shares which is equal to 48.98% of the registered capital at 98,000 shares of such company - Dividend payment from business operation at 99.99% - Voting rights at the 99.99% (1 preferred share : 30 voting rights) - Rights in increasing common shares holding at 3 years after the COD has started, which will increase the shareholding proportion from 48.98% to 99.99% - Rights in Power Purchase Agreement (PPA) in solar power plant type, which having contract parties as BMP Solar and Provincial Electricity Authority (PEA) with contract capacity at 8.0 MW and power purchase rate in Feed-in Tariff (FiT) at THB 5.66 per unit for 25 years - Rights in all contracts/agreements of the project - Rights in land used for BMP Solar power plant project - Rights in plant building, solar cell, tools and all assets that were used in project operation - Rights in all related and required permits for project operation 7. Criterion for purchase price determination The Company defines the purchase price at total of THB Million which is based on the following factors; (1) Agreed price by two contract parties (2) Financial projection for investment in such project (3) Survey on reliable sources i.e. due diligence report of such company either in technical, legal or accounting and financial part, etc. The Company expected the Equity Internal Rate of Return (EIRR) at 8-10%. 8. Expected benefits 8.1 The Company will hold the shares in BMP Solar from BMP Energy Public Company Limited in order to develop the solar power plant business, obtain the profit from solar power plant operation, as well as the return from the project, according to the shareholding proportion at 48.98%, and the rights on dividend payment from business operation at the proportion at 99.99%, this will lead to growth in assets and profits of the Company continuously. 8.2 This shareholding in BMP Solar will support the Company s policy in in becoming the leader in renewable energy power plant and promoting the clean energy power plant. 8.3 Create long term value for the Company and shareholders. Page 6 / 7

11 9. Source of fund The Company will receive financial support as a loan from financial institution, together with working capital and cash flow of the Company, which will be gained normally during the development of such solar power plant, as well as fund management from various types of bond, that was approved from the shareholders meeting. 10. Opinions from the Board of Directors Board of Directors Meeting considered that the aforementioned transaction by the Company was reasonable and beneficial for the Company and its shareholders since such shares purchase was considered as the key opportunity for widening the renewable energy power plant business, which is in accordance with the Company s strategy and goal as to become the leader in renewable energy power plant. Additionally, the project will promote the revenue, growth in assets, profits and cash flow for the Company and its shareholders for consecutive 25 years. 11. Opinions from Audit Committee and/or Directors which are different from the Board of Director s - N/A - The Company hereby certified that the information of this report is accurate and complete in all aspects. Please be informed accordingly. Sincerely yours, Ms. Sopacha Dhumrongpiyawut Chief Executive Officer Chantra Jongjamareeseethong Corporate Secretary Office of Managing Director and Investor Relation Tel. : chantra@gunkul.com Page 7 / 7

12 GUNKUL 59/ th October 2016 Subj. To Investment in Solar Power Plant, Iwakuni Project, Yamaguchi Prefecture, Japan President, Stock Exchange of Thailand Refer to Board of Directors Meeting no. 7/2016 of Gunkul Engineering Public Company Limited (the Company) held on 12 th October 2016, the Meeting agreed to propose to the Extraordinary General Meeting of Shareholders to approve the agenda of the investment in solar power plant, Godo Kaisha East Japan Solar 13 (Iwakuni Project), located in Yamaguchi Prefecture, Japan with contract capacity at 75.0 MW (90.0 MW installation), and total project value at approximately JPY 31, million or THB 10, million 1. The Company invested through Gunkul International (Mauritius), one of the Company s subsidiaries, at 100% shareholding, and has appointed Future Asset Management to support the operation in TK Structure. Iwakumi project is the forth solar power plant project by the Company in Japan. This transaction, however, considered as acquisition of assets according to the Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets, 2004 by the Stock Exchange of Thailand. The Company would like to inform the details of transaction as follows; 1. Date of entering into transaction After the Extraordinary General Meeting of Shareholder approves the transaction. 2. The parties involved Investor (Buyer) : Gunkul International (Mauritius) ( GIM ) (One of the Company s subsidiaries with 100% shareholding) Project Management : Future Asset Management ( FAM ) 1 Base on the average exchange rate used by commercial banks with customers as at 11 th October 2016 at exchange rate of THB per JPY

13 3. General information and total value of transaction GIM would like to invest in solar power plant projects with the contract capacity at 75.0 MW (90.0 MW installation). The project located in Iwakuni city, Yamaguchi Prefecture, Japan and acquired the METI ID for selling solar energy through concession to Chugoku Electric Power (Chugoku) for 20 years with Feedin Tariff (FiT) rate at JPY per unit. The construction completion and expected Commercial Operation Date (COD) will be 2022, and the total project value is at approximately JPY 31, million or THB 10, million 2, or equal to transaction value at % according to the Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets, 2004 by the Stock Exchange of Thailand. The calculation base is by the size of the total value of the consideration paid, compared to total assets of listed companies under the reviewed consolidated financial statements as at 30 th June However, when combine this transaction with the transactions taking place during six months prior to the day a decision to enter into transaction, the total transaction will be at %, according to the following details; Date No. of Project Project Value Transaction Size Document Name Million JYP Million THB 25 Aug 2016 GUNKUL 59/089 KENTOS 24, , % 12 Oct 2016 GUNKUL 59/317 BMP % IWAKUNI 31, , % Total 19, % KENTOS Kentos Project (Solar Power Plant in Japan : changed to Utsunomiya Project) BMP BMP Solar Company Limited (Solar Power Plant in Thailand) IWAKUNI Iwakuni Project (Solar Power Plant in Japan) From the above calculation, which is by the size of the total value of the consideration paid, compared to total assets of listed companies, Iwakuni Project will require to be approved by the Extraordinary General Meeting of Shareholder and be disclosed through SET Portal to comply with the Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets, In addition, to enter into a transaction, which requires approval from the shareholders, the listed company shall have an independent financial advisor to give the opinions in connection with the transaction to the Board of Directors and shall deliver such opinion to the shareholder. As a result, the Board of Directors Meeting has appointed I V Global Securities Public Company Limited as an 2 Base on the average exchange rate used by commercial banks with customers as at 11 th October 2016 at exchange rate of THB per JPY Base on the average exchange rate used by commercial banks with customers as at 11 th October 2016 at exchange rate of THB per JPY 1.00.

14 independent financial advisor for such transaction according to the Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets, Acquisition of assets information Future Asset Management will operate the aforementioned solar power plant project including proceeding with obtaining the required permits and tools related to electricity production and construction, in order to develop and complete the project to be ready for electricity selling to Chugoku Electric Power. Investment Structure On process and will be completed after obtaining the approval from Extraordinary General Meeting of Shareholders. 5. Total value of transaction and acquired assets Total value of transaction is at approximately JPY 31, million or THB 10, million Criteria to determine the value of consideration paid Criteria included investment projection from the reliable sources of references, return value from the investment, feasibility study result and Equity Internal Rate of Return (EIRR). The estimated total investment is at approximately JYP 31, million or THB 10, million 5 with the EIRR rate at 10%-15%, according to the Company s policy, and depends on the construction period of the project itself during 4-6 years. 7. Expected benefit 1. Support the Company s policy in becoming the leader in international renewable energy power plant and promoting the clean energy power plant 2. Widen the business opportunity of renewable energy power plant to international level. 3. Support the growth in assets, profits and cash flow of the Company for the consecutive 20 years. 4. Reduce revenue risk for the Company 5. Create long term value for the Company and shareholders 4 Base on the average exchange rate used by commercial banks with customers as at 11 th October 2016 at exchange rate of THB per JPY Base on the average exchange rate used by commercial banks with customers as at 11 th October 2016 at exchange rate of THB per JPY

15 8. Source of fund The Company will receive financial support as a loan from financial institution, together with working capital and cash flow of the Company, which will be gained normally during the development of such solar power plant, five years prior to the COD. 9. Opinions from the Board of Directors Board of Directors Meeting considered that the aforementioned transaction by the Company was reasonable and beneficial for the Company and its shareholders since such investment in Iwakuni Project was considered as the key opportunity for widening the renewable energy power plant business to international level, which is in accordance with the Company s strategy and goal as to become the leader in international renewable energy power plant. Additionally, the project will promote the revenue, growth in assets, profits and cash flow for the Company and its shareholders for consecutive 20 years. 10. Opinions from Audit Committee and/or Directors which are different from the Board of Director s - N/A - The Company hereby certified that the information of this report is accurate and complete in all aspects. Please be informed accordingly. Sincerely yours, Ms. Sopacha Dhumrongpiyawut Chief Executive Officer Chantra Jongjamareeseethong Corporate Secretary Office of Managing Director and Investor Relation Tel. : chantra@gunkul.com