(Translation) Ref: TRUE-SEC 072/ December President of the Stock Exchange of Thailand The Stock Exchange of Thailand

Transcription

1 (Translation) Ref: TRUE-SEC 072/ December 2010 President of the Stock Exchange of Thailand The Stock Exchange of Thailand Subject: Notification of Information Regarding the Purchase of Shares in Hutchison Wireless MultiMedia Holdings Co., Ltd., BFKT (Thailand) Co., Ltd., Rosy Legend Limited and Prospect Gain Limited Enclosures: Information Memorandum Regarding Acquisition of Shares in Hutchison Wireless MultiMedia Holdings Co., Ltd., BFKT (Thailand) Co., Ltd., Rosy Legend Limited and Prospect Gain Limited True Corporation Public Company Limited (the Company or True ) would like to notify information regarding the purchase of shares in Hutchison Wireless MultiMedia Holdings Co., Ltd., BFKT (Thailand) Co., Ltd., Rosy Legend Limited and Prospect Gain Limited as follows: For the purpose of expanding the mobile phone service business, the Company s subsidiary, Real Move Co., Ltd. and Real Future Co., Ltd. both entered into a Share Sale and Purchase Agreement on 30 December 2010 to purchase the shares in Hutchison Wireless MultiMedia Holdings Co., Ltd. ( HWMH ), BFKT (Thailand) Co., Ltd. ( BFKT ), Rosy Legend Limited ( RL ) and Prospect Gain Limited ( PG ). Said share acquisitions would benefit the Company because the business of the subsidiaries of HWMH and BFKT have been in line with, and in support of, the Company s mobile phone business and would allow the Company to utilize the network infrastructure, increase customer base and business growth rate. In addition, the Company could utilize their resources to the maximum efficiency and benefit should these share acquisitions occur. Details of the share acquisition are as follows: (a) Real Move Co., Ltd. ( Real Move ) would purchase 924,998 shares in Hutchison Wireless MultiMedia Holdings Co., Ltd. ( HWMH ), par value of Baht 10 per share (or amounting to 92.5% of the total issued shares of HWMH) from the existing shareholders of HWMH for the total purchase price of Baht 4,350,001 and would purchase 1 share in Rosy Legend Limited. ( RL ), par value of 1 USD per share (or amounting to 100 % of the total issued shares of RL) for the total purchase price of Baht 1.

2 (b) Real Future Co., Ltd. ( Real Future ) would purchase all shares in BFKT (Thailand) Co., Ltd. ( BFKT ) in which those shares will comprise of 50,000 existing shares (par value of Baht 100 per share) and the new shares to be issued prior to the share purchase date in the amount approximately 79 million shares (or amounting to 100% of the total issued shares of BFKT) from the existing shareholders of BFKT for the total purchase price of Baht 1. Furthermore, Real Future would also purchase 1 share in Prospect Gain Limited ( PG ) par value of 1 USD per share (or amounting to 100 % of the total issued shares of PG) for the total purchase price of Baht 1. In addition, in acquiring the shares in the four aforementioned companies, the Company, Real Move and/or Real Future would neither be a guarantor nor in anyway be responsible for any debts these four companies owed their creditors. Furthermore, the shares that Real Move and Real Future purchased were fully paid up. The acquisition of shares in HWMH, BFKT, RL and PG will also result in the following companies becoming the subsidiaries of the Company: HWMH, BFKT, RL and PG including BFKT s subsidiaries, i.e., Hutchison MultiMedia Services (Thailand) Co., Ltd., and Hutchison Telecommunications (Thailand) Co., Ltd., (100% of the total issued shares of these two companies are owned by BFKT) as well as HWMH s subsidiary, i.e., Hutchison CAT Wireless MultiMedia Co., Ltd. ( HCWML ) (73.92% of the total issued shares of HCWML are owned by HWMH). After the acquisition of shares in the above mentioned companies, BFKT would still be the lessor of telecommunication network equipment and accessories to CAT Telecom Public Company Limited ( CAT ) and continue to be a provider of maintenance services for such telecommunication network equipment and accessories to CAT. Emphasis would be made to rental and maintenance services for the High Speed Packet Access (HSPA) to CAT throughout Thailand. Real Move would be a reseller of service and capacity of the mobile phone network that Real Move would purchase from CAT for providing mobile phone business. HCWML would still do a marketing for CAT CDMA mobile phone customers and would not expand the CDMA services but targeted to migrate all CDMA customers to HSPA within 2 years. The acquisition of shares in the four companies mentioned above would be considered as an asset acquisition by a listed company pursuant to the 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 as amended (collectively referred to as the Acquisition/Disposition Notification ). The transaction would be categorized as Category 2 Transaction with the transaction size of 32.67% based upon the following test: net profits from normal operation after tax to the extent incurred from the 2

3 acquired assets compared with the total net profits of the listed companies and its subsidiaries based upon the consolidated financial statements of the Company and its subsidiaries as of 30 September 2010 adjusted to be as currently as 30 November Further, the acquisition of shares in HWMH, BFKT, RL and PG by both Real Move and Real Future as stated above would be subject to the fulfillment of the conditions precedent set forth in the Share Sale and Purchase Agreement. Other details are as outlined in the attached Information Memorandum. Please be informed accordingly. Sincerely yours, - Signature- Athueck Asvanund Vice Chairman and Group General Counsel 3

4 Enclosure (Translation) Information Memorandum Regarding Acquisition of Shares in Hutchison Wireless MultiMedia Holdings Co., Ltd., BFKT (Thailand) Co., Ltd., Rosy Legend Limited and Prospect Gain Limited 1. Date of the Transactions The completion of the purchase of shares in Hutchison Wireless MultiMedia Holdings Co., Ltd., ( HWMH ), BFKT (Thailand) Co., Ltd. ( BFKT ), Rosy Legend Limited ( RL ) and Prospect Gain Limited ( PG ) would be subject to the fulfillment of the conditions precedent set forth in the Share Sale and Purchase Agreement. 2. Related Parties and Relationship with the Listed Company 1) (a) Purchase of shares in Hutchison Wireless MultiMedia Holdings Co., Ltd. ( HWMH ) Purchaser: Real Move Co., Ltd. ( Real Move ) Real Move is a subsidiary of True Corporation Public Company Limited (the Company ). The Company indirectly holds 98.77% of the total issued and paid-up capital of Real Move. Seller: Hutchison Telecommunications Investment Limited ( HTI ) and GMRP (Thailand) Co., Ltd. ( GMRP ) HTI and GMRP have no relationship with the Company in a manner as a connected person under the Notification of the Capital Market Supervisory Board and The Stock Exchange of Thailand. (b) Purchase of shares in Rosy Legend Limited ( RL ) Purchaser: Real Move Co., Ltd. ( Real Move ) Real Move is a subsidiary of True Corporation Public Company Limited (the Company ). The Company indirectly holds 98.77% of the total issued and paid-up capital of Real Move. Seller: Hutchison Telecommunications Investment Limited ( HTI ) HTI has no relationship with the Company in a manner as a connected person under the Notification of the Capital Market Supervisory Board and The Stock Exchange of Thailand. 2) (a) Purchase of shares in BFKT (Thailand) Co., Ltd. ( BFKT ) Purchaser: Real Future Co., Ltd. ( Real Future ) Real Future is a subsidiary of True Corporation Public Company Limited (the Company ). The Company indirectly holds 99.99% of the total issued and paid-up capital of Real Future. Seller: PKNS (Thailand) Co., Ltd. ( PKNS ) PKNS has no relationship with the Company in a manner as a connected person under the Notification of the Capital Market Supervisory Board and The Stock Exchange of Thailand.

5 (b) Purchase of shares in Prospect Gain Limited ( PG ) Purchaser: Real Future Co., Ltd. ( Real Future ) Real Future is a subsidiary of True Corporation Public Company Limited (the Company ). The Company indirectly holds 99.99% of the total issued and paid-up capital of Real Future. Seller: Hutchison Telecommunications Investment Limited ( HTI ) HTI has no relationship with the Company in a manner as a connected person under the Notification of the Capital Market Supervisory Board and The Stock Exchange of Thailand. 3. General Nature and Size of Transaction Objective: To expand the Company's mobile phone service business. Nature and Size of Transaction: Nature of the Transaction 1) Purchase of shares in Hutchison Wireless MultiMedia Holdings Co., Ltd. ( HWMH ) and Rosy Legend Limited ( RL ) Real Move, the Company s subsidiary, would purchase in total 924,998 shares, par value of Baht 10 each, in HWMH (or amounting to 92.50% of the total issued shares of HWMH) whereby it would purchase 489,998 shares in HWMH from HTI for the total purchase price of Baht 1, and 435,000 shares in HWMH from GMRP for the total purchase price of Baht 4,350,000, or Baht 4,350,001 in total. After completion of this share sale, Real Move would be a major shareholder of HWMH holding 92.50%, and the other small shareholders would hold the remaining 7.50% shares. In addition, Real Move would purchase 1 share, par value of USD 1 per share, in RL from HTI (or amounting to 100% of the total issued shares of RL) for the total purchase price of Baht 1. RL is a creditor of HWMH and Hutchison CAT Wireless MultiMedia Co., Ltd. ( HCWML ), which is a subsidiary of HWMH where HWMH held 73.92% of the total issued shares in HCWML. RL is also a creditor of BFKT (Thailand) Co., Ltd. ( BFKT ). The debts that these two companies have with RL would not affect the consolidated financial statements of the Company since after the acquisitions of shares in HWMH, and RL, those debts would not appear in the consolidated financial statements of the Company. 2) Purchase of shares in BFKT and PG Real Future, the Company s subsidiary, would purchase all shares in BFKT, from PKNS for the total purchase price of Baht 1. Those shares will comprise of 50,000 existing shares (par value of Baht 100 per share) and the new shares to be issued prior to the share purchase date in the amount approximately 79 million shares. (or amounting to 100% of the total issued shares of BFKT) 2

6 After the acquisition of shares in BFKT, Real Future would extend a loan to BFKT in the amount of not exceeding Baht 6,300 million in order for BFKT to use such proceeds to partially repay its indebtedness. This Real Future/BFKT loan would not affect the consolidated financial statements of the Company since after the acquisition of shares in BFKT, this debt would not appear in the consolidated financial statements of the Company. Furthermore, Real Future would also purchase 1 share in Prospect Gain Limited ( PG ) par value of 1 USD per share (or amounting to 100 % of the total issued shares of PG) for the total purchase price of Baht 1 from HTI. PG is a creditor of BKFT, therefore, the debts between PG and BKFT would not affect the consolidated financial statements of the Company since after the acquisitions of shares in BFKT and PG, those debts would not appear in the consolidated financial statements of the Company. In addition, in acquiring the shares in the three aforementioned companies, the Company, Real Move and/or Real Future would neither be a guarantor nor in anyway be responsible for any debts these three companies owed their creditors. Furthermore, the shares that Real Move and Real Future purchased were fully paid up. The acquisition of shares in HWMH, BFKT, RL and PG as mentioned above would result in the following companies becoming the subsidiaries of the Company: 1. HWMH 2. BFKT 3. RL 4. PG 5. Hutchison MultiMedia Services (Thailand) Co., Ltd. ( HMSTL ) 6. Hutchison Telecommunications (Thailand) Co., Ltd. ( HTTCL ) (HMSTL and HTTCL are BFKT s subsidiaries where BFKT holds 100% of the total issued shares capital of each such company) 7. Hutchison CAT Wireless MultiMedia Co., Ltd. ( HCWML ) (HCWML is HWMH s subsidiary where HWMH holds 73.92% of the total issued shares capital of HCWML) Size of the Transaction The transaction size as highest calculated is 32.67% based upon the following test: net profits from normal operation after tax to the extent incurred from the acquired assets compared with the total net profits of the listed companies and its subsidiaries based upon the consolidated financial statements of the Company and its subsidiaries as of the end of the 3 rd quarter or as of 30 September 2010 adjusted to be as currently as 30 November The said transaction size falls within an significant asset acquisition by a listed company pursuant to the 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 3

7 of Listed Companies Concerning the Acquisition and Disposition of Assets B.E as amended. The transaction is categorized as the Category 2 Transaction where the Company is required to report and disclose the information to the Stock Exchange of Thailand and send notices to the shareholders within 21 days from the date the disclosure is made to the Stock Exchange of Thailand. 4. Details of Assets to be Purchased 1) Hutchison Wireless MultiMedia Holdings Co., Ltd. ( HWMH ) Nature of business : Holding company. HWMH has a subsidiary, HCWML. HCWML is a company that provide services under the Cellular Digital AMPS 800 Band A System Mobile Phone Marketing Service Agreement that it made with CAT Telecom Public Company Limited. Registered capital and : Baht 10,000,000 Issued and Paid-up capital Divided into 590,000 ordinary shares and 410,000 preference shares, par value of Baht 10 each Board of Directors Shares held by connected person of the Company : 2) BFKT (Thailand) Co., Ltd. ( BFKT ) Nature of business : 1. Mr. Kin Ning Canning Fok 2. Mr. Frank John Sixt 3. Mr. Ting Yu Chan 4. Mr. Stephen Wing Fai Sun 5. Mr. Dennis Pok Man Lui None : Procurement, importation, installation, testing and operation of mobile telecommunication network equipment under the CDMA 800Mhz Band A System Registered capital and : Baht 5,000,000 Issued and Paid-up capital Divided into 50,000 ordinary shares, par value of Baht 100 each Board of Directors: Shares held by connected person of the Company : 1. Mrs. Susan Mo Fong Chow 2. Mr. Kai Ming Dominic Lai 3. Ms. Edith Shih 4. Mr. Peerasak Arunsakul 5. Mr. Chutichai Napasab 6. Mr. Anurat Tiyaphorn None 4

8 3) Rosy Legend Limited ( RL ) Nature of business : Holding company Registered capital : USD 50,000 Divided into 50,000 ordinary shares, par value of USD 1 each Issued and Paid-up capital : USD 1 Divided into 1 ordinary share, par value of USD 1 each Board of Directors Shares held by connected person of the Company : 4) Prospect Gain Limited ( PG ) Nature of business : 1. Mr. Ting Yu Chan 2. Mr. Christain Sulbaring 3. Mr. Richard Waishi Chan None : Holding company Registered capital : USD 50,000 Divided into 50,000 ordinary shares, par value of USD 1 each Issued and Paid-up capital : USD 1 Divided into 1 ordinary share, par value of USD 1 each Board of Directors Shares held by connected person of the Company : : 1. Mr. Ting Yu Chan 2. Mr. Christain Sulbaring 3. Mr. Richard Waishi Chan None After the acquisition of shares in the above mentioned companies, BFKT would still be the lessor of telecommunication network equipment and accessories to CAT Telecom Public Company Limited ( CAT ) and continue to be a provider of maintenance services for such telecommunication network equipment and accessories to CAT. Emphasis would be made to rental and maintenance services for the High Speed Packet Access (HSPA) to CAT throughout Thailand. Real Move would be a reseller of service and capacity of the mobile phone network that Real Move would purchase from CAT for providing mobile phone business. HCWML would still do a marketing for CAT CDMA mobile phone customers and would not expand the CDMA services but targeted to migrate all CDMA customers to HSPA within 2 years. 5. Total value of consideration Total value of consideration consists of the purchase price of shares in HWMH, RL, BFKT and PG in the total amount of Baht 4,350,004 (being Baht 4,350,001 for the HWMH share purchase price, Baht 1 for the RL share purchase price, Baht 1 for the BFKT share purchase price, and Baht 1 for the PG share purchase price). 5

9 After the acquisition of shares in BFKT, Real Future would extend a loan to BFKT in the amount of not exceeding Baht 6,300 million in order for BFKT to use such proceeds to partially repay its indebtedness. 6. Determination of value of consideration 1) The purchase price of shares in HWMH, BFKT and RL are agreed price between the purchaser and the seller. 2) Loan to BFKT, is a related item and is used to calculate the size of transaction under the guidelines of the SET. 7. Expected Benefits for the Company The acquisition of shares in HWMH, BFKT,RL and PG would benefit the Company because the business of the subsidiaries of HWMH and BFKT have been in line with, and in support of, the Company s mobile phone business and would allow the Company to utilize the network infrastructure, increase customer base and business growth rate. In addition, the Company could utilize their resources to the maximum efficiency and benefit should these share acquisitions occur. 8. Source of Funds Source of funds to be used for these transactions is a loan from The Siam Commercial Bank in the total amount of not more than Baht 6,300 million. 9. Opinion of the Board on this Transaction Board of Directors approved the purchase of shares in HWMH, BFKT, RL and PG. 10. Opinion of the Company s Audit Committee and/or Directors which are different from the opinions of the Board of Directors in accordance with clause 9 - None - 6