Information Memorandum regarding the Acquisition of Assets of Listed Company

Transcription

1 008/SET May 2016 Subject: To: Enclosed: Approval the Company to invest in SCI Enesys Co., Ltd. ( SE ) Director and Manager The Stock Exchange of Thailand Information Memorandum regarding the Acquisition of Assets of Listed Company The Board of Directors meeting No. 2/2016 of SCI Electric Public Company Limited (the Company ) held on 11 May 2016 has approved an assets acquisition transaction of the Company by approving the Company to invest in SE by incorporating a new private company, named SE in which the Company will invest in newly-issued ordinary shares equivalent to 40 per cent of the total registered capital of SE (Baht 10,000,000). In this regard, SE will conduct businesses in relation to the sale of electrical switch board for solar power business and solar system installation service. Such investment in SE is considered as the assets acquisition transaction of listed company and/or subsidiary company pursuant to the Notification of Capital Market Supervisory Board Ref. No. TorJor. 20/2551 Subject: Rules for Entering into Material Transaction Deemed as Acquisition or Disposal of Assets dated on 31 August 2008 and the Notification of Board of Directors of the Stock Exchange of Thailand Subject: Information Disclosure Concerning the Acquisition and Disposition of Assets of Listed Companies B.E dated 29 October 2004 (the Acquisition and Disposition Rules ) with a transaction value calculating with the value of consideration criteria equals to per cent of the total assets value of the Company, referenced by the consolidated financial statement as of 31 March 2016, conducted by the approved auditor of the Company (Highest assets value as calculated criteria). The Company is, therefore, required to submit and disclose the information memorandum regarding the acquisition of assets of listed company as enclosed herewith. The company expects to start the investment within the 2nd quarter of the year If there is any progress regarding the investment and/or alliance investor, the Company will inform to the Stock Exchange of Thailand and investors accordingly. Please be informed accordingly. Yours Sincerely, (Mr. Kriangkrai Pheanvitayaskul) Chief Executive Officer Factory Tel : , -7 Fax : , -7 service@sci-mfgr.com Executive Office Tel : Fax : bod@sci-groups.com

2 Information Memorandum regarding the Acquisition of Assets of Listed Company According to Schedule 1 of the Notification of Board of Directors of the Stock Exchange of Thailand Pursuant to the resolution of the Board of Directors meeting no. 2/2016 of SCI Electric Public Company Limited (the Company ) approving the Company to invest in SCI Enesys Co., Ltd. ( SE ), the information regarding transaction is below. 1. Transaction Date Subsequent to the resolution of the Board of Directors meeting no. 2/2016 of the Company on 11 May 2016, the Company expects to start the investment in the 2 nd quarter of the year Contracting Parties and Relationship with the Company Joint investors in SE (1) Company equivalent to 40 per cent of the total registered capital (2) Tokyo Energy & System Inc. equivalent to 40 per cent of the total registered capital (3) TYK (Thailand) Co., Ltd. equivalent to 20 percent of the total registered capital The two joint investors do not have any relationship with the Company which will be considered as connected person under the Notification of the Capital Market Supervisory Board No. TorJor.21/2551 Re: Rules on Connected Transactions. 3. General Information Transaction and Transaction Value Evaluation 3.1 General Information of Transaction The Company will jointly invest in SE by incorporating a new private company, named SE in which the Company will invest in newly-issued ordinary shares equivalent to 40 per cent of the total registered capital of SE (Baht 10,000,000) within the 2 nd quarter of the year In this regard, SE will conduct businesses in relation to the sale of electrical switch board for solar power business and solar system installation service. 3.2 Transaction Value Evaluation Such investment in SE is considered as the assets acquisition transaction of listed company and/or subsidiary company pursuant to the Notification of Capital Market Supervisory Board Ref. No. TorJor. 20/2551 Subject: Rules for Entering into Material Transaction Deemed as Acquisition or Disposal of Assets dated on 31 August 2008 and the Notification of Board of Directors of the Stock Exchange of Thailand Subject: Information Disclosure Concerning the Acquisition and Disposition of Assets of Listed Companies B.E dated 29 October 2004 (the Acquisition and Disposition Rules ) with a

3 transaction value calculating with the value of consideration criteria equals to per cent of the total assets value of the Company, referenced by the consolidated financial statement as of 31 March 2016, conducted by the approved auditor of the Company (Highest assets value as calculated criteria). Total value of consideration paid x 100 4,000, x 100 = Total asset value of the listed company 2,516,973, = 0.159% In addition, when calculating the transactions arose 6 months prior to the date of the entering transaction, i.e. establishing subsidiary in Myanmar to conduct a business of a manufacturing plant of high voltage transmission tower and telecom tower and provide galvanizing service, which is equivalent to per cent of the value (having details in accordance with the Information Memorandum that the Company disclosed to the Stock Exchange of Thailand on 17 December 2015) and the investment in T Utilities Co., Ltd. which is equivalent to 6.88 per cent of the value (having details in accordance with the Information Memorandum that the Company disclosed to the Stock Exchange of Thailand on 26 February 2016), resulting the size of acquisition of assets to be equal to per cent (Highest assets value as calculated criteria), considered as type 2 transaction according to the Acquisition and Disposition Rules. Thus, the Company has to prepare and disclose information to the Stock Exchange of Thailand ( SET ) and deliver such information to shareholders within 21 days of such disclosure to SET. 4. Details of Acquired Asset Information of SE Name Type of Business : SCI Enesys Co., Ltd. : Investment in the sale of electrical switch board for solar power business and solar system installation service Registered Capital : Baht 10,000,000, comprises of 10,000 ordinary shares at a par value of Baht 1,000 per share (within 2 nd quarter of 2016) Necessary Financial Information of SE Since SE has not yet been incorporated, therefore, there is no financial information of SE at this stage.

4 Business Plan/Future Project of SE Subsequent to the Transaction Subsequent to the investment in SE by the Company, SE will conduct business investing and jointly investing in businesses in relation to the sale of electrical switch board for solar power business and solar system installation service, which will be submitted to the Board of Directors of TU for consideration further on. 5. Total Value of Consideration, Basis of Determining the Value of Consideration and Payment Conditions The total investment in SE is Baht 4,000,000 or equivalent to 40 per cent of the total registered capital of SE whereby the Company will invest in SE s shares at par value (Baht 1,000 each) with one-time payment condition. 6. Expected Benefits to the Company Creating benefit in business related to the Company, creating steadiness long-term income and diversifying the risk from the Company s business. 7. Source of Funds Paid up share capital increase from the 1 st Initial public offering. 8. Conditions of Entering the Transaction The abovementioned investment in SE is considered as the assets acquisition transaction of listed company and/or subsidiary company pursuant to the Acquisition and Disposition Rules with a transaction value calculating with the value of consideration criteria equal to per cent of the total assets value of the Company in reference to the consolidated financial statement as of 31 March 2016, conducted by the approved auditor of the Company (Highest assets value as calculated criteria). In addition, when calculating the transactions arose 6 months prior to the date of the entering transaction, resulting the size of acquisition of assets to be equal to per cent, considered as type 2 transaction according to the Acquisition and Disposition Rules. Thus, the Company has to prepare and disclose information to the Stock Exchange of Thailand ( SET ) and deliver such information to shareholders within 21 days of such disclosure to SET. 9. Opinion of the Board of Director Relating to the Transaction The Board of Directors meeting No. 2/2016 held on 11 May 2016 has an opinion that the investment in SE will create income and profit to the Company because SE has the objective of investing in the sale of electrical switch board for solar power business and solar system installation service. Such investment is considered a good opportunity to create profit to the Company. Therefore, such transaction is deemed appropriate.

5 10. Opinion of the Audit Committee and/or directors of the Company which is different from the Board of Directors None of the member of Audit Committee and the directors of the Company has any different opinions from the abovementioned statement. The Board of Directors of the Company hereby certified that all information contained in this information memorandum is true and correct. Yours Sincerely, Ms. Aunada Phruttinarakorn and Mr. Kriengkrai Pheanvitayaskul Authorised directors