: 1. True Corporation Public Company Limited

Transcription

1 (Translation) Enclosure No. 6 Information Memorandum regarding the Connected Transaction Re: the Sale of Investment in Ordinary Shares of the Non-core Business Subsidiaries of True Corporation Public Company Limited The Board of Directors Meeting of True Corporation Public Company Limited (the Company ) No. 5/2556 held on 19 th July 2013 has passed the resolution to approve that the Company and/or its subsidiaries to sell the investment in ordinary of eight non-core business subsidiaries, whose names appears in topic no. 1 (b) below, to Thana Telecom Corporation Limited which is the Company s connected person. The said transaction is considered as a Connected Transaction according to the Notifications of the Capital Market Supervisory Board and the Board of Governors of the Stock Exchange of Thailand. The Company therefore notify the information memorandum regarding the transaction as follows: 1. Date of Transaction and Related Parties (a) Date of Transaction Within 31 st December 2013 after the approval granted by the Extraordinary General Meeting of the Shareholders No. 1/2556 (b) Related Parties and Relationship with the Listed Company (1) Selling of in True Leasing Company Limited ( TLS ) : 1. True Corporation Public Company Limited 2. True Properties Company Limited ( TP ) Relationship with listed company : - TP is a subsidiary in which the Company Group holds 100% of its. (2) Selling of in Wire & Wireless Company Limited ( WW ) : 1. True Corporation Public Company Limited 2. True Properties Company Limited ( TP ) Relationship with listed company : - TP is a subsidiary in which the Company Group holds 100% of its. 1

2 (3) Selling of in True Money Company Limited ( TMN ) : 1. True Corporation Public Company Limited 2. True Information Technology Company Limited ( TIT ) 3. True Properties Company Limited ( TP ) Relationship with listed company : - TIT and TP are subsidiaries in which the Company Group holds 100% of TIT and TP. (4) Selling of in True Internet Data Center Company Limited ( TIDC ) : True Internet Company Limited ( True Internet ) Relationship with listed company : - True Internet is a subsidiary in which the Company holds 100% of its. (5) Selling of in True Lifestyle Retail Company Limited ( TLR ) : 1. Telecom Holding Company Limited ( TH ) 2. True Properties Company Limited ( TP ) Relationship with listed company : - TH is a subsidiary in which the Company holds 100% of TH - TP is a subsidiary in which the Company Group holds 100% of TP. 2

3 (6) Selling of in True Properties Company Limited ( TP ) : Telecom Holding Company Limited ( TH ) Relationship with listed company : - TH is a subsidiary in which the Company holds 100% of its. (7) Selling of in True Digital Plus Company Limited ( TDP ) : True Life Plus Company Limited ( TLP ) Relationship with listed company : - TLP is a subsidiary in which the Company Group holds 100% of its. (8) Selling of in True Digital Content and Media Company Limited ( TDCM ) : 1. Telecom Holding Company Limited ( TH ) 2. True Life Plus Company Limited ( TLP ) Relationship with listed company : - TH is a subsidiary in which the Company holds 100% of TH - TLP is a subsidiary in which the Company Group holds 100% of TLP. 3

4 2. Details of assets to be sold List of companies to be sold (1) True Leasing ( TLS ) (2) Wire & Wireless ( WW ) (3) True Money ( TMN ) Nature of Business Rental services Construction Payment service center and electronic card services Issued and Paid-up Capital Par value (Baht) per share Key Financial Information (According to the latest reviewed financial statements as of 31 st December 2012) - Total assets - Total liabilities - Total revenue - Net profit (loss) - Book value - Book value per share (Baht) Baht 1,285 million Divided into Baht 100 million Divided into 10 Baht 200 million Divided into 20 (4) True Internet Data Center ( TIDC ) (5) True Lifestyle Retail ( TLR ) Internet data center Internet cafe and related services Baht million Divided into Baht 217 million Divided into 21.7 (6) True Properties ( TP ) (7) True Digital Plus ( TDP ) (8) True Digital Content and Media ( TDCM ) Rental services Online game Digital content and marketing media Baht 3,008 million Divided into Baht 357 million Divided into Baht 54 million Divided into , , , , Board of Directors - Mr. Ajva Taulananda Mr. Soopakij Chearavanont - Mr. Kachorn Chiaravanont - Mr. Suphachai Chearavanont - Mr. Vichaow Rakphongphairoj - Mr. Noppadol Dej-Udom 1, , Mr. Athueck Asvanund - Mr. Anat Mekpaiboonvatana - Major General M.R. Suphawat Khasemsri - Mr. Soopakij Chearavanont - Mr. Suphachai Chearavanont - Mr. Vichaow Rakphongphairoj - Mr. Songtham Phianpattanawit 10, , , Mr. Suphachai Chearavanont - Mr. Athueck Asvanund - Mr. Vichaow Rakphongphairoj - Mr. Noppadol Dej-Udom - Mr. Kashem Kornseri - Mr. Taj Bussadeegarn - Mr. Adhiruth Thothaveesansuk Mr. Songtham Phianpattanawit - Mr. Vasu Khunvasi - Mr. Janewit Kraprayoon - Mr. Kul Pyo Hong - Mr. Sunghyun Kim - Mr. Ajva Taulananda (10.59) Mr. Suphachai Chearavanont - Mr. Vichaow Rakphongphairoj - Mr. Papon Ratanachaikanont 1, , Mr. Sumet Jiaravanon - Mr. Min Tieanworn - Mr. Ajva Taulananda Mr. Soopakij Chearavanont - Mr. Kachorn Chiaravanont - Mr. Noppadol Dej-Udom - Mr. Taj Bussadeegarn Mr. Adhiruth Thothaveesansuk - Mrs. Wantana Lawskulpaiboon - Mr. Mana Prapakamol - Miss Monsinee Nakapanant (64.00) (2.17) (0.40) - Mr. Adhiruth Thothaveesansuk - Mrs. Wantana Lawskulpaiboon - Mr. William Edward Harris - Mr. Mana Prapakamol - Miss Monsinee Nakapanant - Mr. Aut Arunrattanapong - Miss Kirana Cheewachuen - Mr. Seubsakol Sakolsatayadorn - Mr. Utai Khumkong - Miss Jirattikarn Suthiwannarat

5 3. General Nature, Total Value Consideration and Size of Transaction General Nature of Transaction The Company and its subsidiaries of the Company will sell the investment in ordinary of the eight non-core business subsidiaries to Thana Telecom Corporation Limited who is the connected person of the Company for the total selling price of Baht 5,392,612,337. The Company will receive cash payments according to the period to be agreed after receiving an approval from the Company s shareholders meeting. Subsequent to the entering into the transaction, those eight subsidiary companies whose names appear in the table below will no longer be the Company s subsidiaries. The selling price of the investment in ordinary of the eight non-core business subsidiaries is determined mainly by referencing with total combined book value of these companies. Furthermore, there is adjustment to reflect market value of each company as appropriated. The total book value of the eight non-core business subsidiaries as of 31 st December 2012 is Baht 3, million. After adjustment to reflect market value of each company as appropriated, the reasonable selling price should be approximately times over the total book value. As a result, the total selling price is Baht 5, million. Details of the subsidiaries to be sold are: List of companies to be sold to CP Group (1) True Leasing (2) Wire & Wireless Co., Ltd. (3) True Money 1/ (4) True Internet Data Center 2/ (5) True Lifestyle Retail (6) True Properties (7) True Digital Plus (8) True Digital Content and Media Type of assets to be sold Ordinary share Ordinary share Ordinary share Ordinary share Ordinary share Ordinary share Ordinary share Ordinary share List of sellers and number of ordinary to be sold - True Corporation Public Company Limited - True Information Technology 128,499,994 8,749,985 9,800,000 9,419,990 - True Properties 1 share 5 780,000 1 share - True Internet 10,471,019 - Telecom Holding 21,699,994 30,079,994 1,439,996 - True Life Plus 35,699,998 3,880,001 Total ordinary to be sold 128,499,995 8,749,990 19,999,990 10,471,019 21,699,995 30,079,994 35,699,998 5,319,997 Book value in proportion to the to be sold 1, , (2.14) The Group s shareholding proportion: - Before selling - After selling Value of loan which such company still owes to the Company or subsidiaries (as of 31 st December 2012) Value of guarantee or other obligations which such company still owes to the Company or subsidiaries (as of 31 st December 2012) 87.50% 70.00% 235,590, ,000,000 15,954,753,571 3/ (This obligation was completely terminated since 8 July 2013 as the relevant company has fully made payments for all remaining secured debts) Remark: 1/ The sale of investment in ordinary of True Money Company Limited ( TMN ) is a transaction causing changes in the existing shareholder structure that TMN disclosed to the Bank of Thailand ( BOT ) when filing application for the license of e-payment service business. Therefore, TMN has to notify BOT about the aforesaid changes before entering into the transaction. In this regard, BOT may request for the amendment in details of this change according to BOT discretion. 2/ Referring to the Joint Venture Agreement between True Internet Company Limited ( TI ), a subsidiary of the Company and DACOM Corporation ( DACOM ) who is a partner holding 30% of TIDC total issued. In case that TI sell investment in TIDC causing change in TIDC shareholders, the written consent from DACOM is required. Any changes in TIDC shareholders without DACOM s consent, TI is obliged to purchase TIDC from DACOM. 3/ Exclude from transaction size calculating since True Leasing Company Limited is the guarantor of True Corporation Public Company Limited. Besides, this obligation was completely terminated since 8 th July 2013 as the relevant company has fully made payments for all remaining secured debts % 5

6 Total value of consideration Total value of consideration consists of (1) the selling price of the investment in ordinary of the eight non-core business subsidiaries and (2) value of loan that TP and TDCM owed to the Company or its subsidiaries as of 31 st December 2012, totaling Baht 5,754,202,433. Size of transaction The transaction size is calculated based on the consolidated financial statements of the Company and its subsidiaries as of 31 st March 2013 (which is the latest review financial statements when the Board according to the following criteria: 1) Value of assets : cannot calculate due to negative Net Tangible Assets of the Company and subsidiaries 2) Net profit : cannot calculate due to the net result of the Company and subsidiaries is loss 3) Value of the consideration : Amount of Considerations to be received Total Assets of the Company and its subsidiaries = = 3.17% 5,754,202, ,335,288,459 4) Value of securities issued : no securities issued in consideration of the acquisition in consideration of of assets the acquisition of assets The transaction size as highest calculated is 3.17% based upon the value of the consideration criteria. As a result, the transaction is not deemed as a significant asset disposition pursuant to the Notification of the Capital Market Supervisory Board, 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 and the amendment. However, the sale of investment in ordinary of non-core business subsidiaries of the Company is deemed as a connected transaction, an asset or service transaction, which is over Baht 20 million pursuant to the Notification of the Capital Market Supervisory Board No. TorChor. 21/2551 Re: Rules on Connected Transactions and Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Others Acts of Listed Companies Concerning the Connected Transactions B.E and the amendment which the Company is required to disclose the information to the Stock Exchange of Thailand ( SET ), appoint the Independent Financial Advisor and seek approval from the shareholders by obtaining not less than three-fourths of the votes from shareholders attending the meeting and eligible to vote, excluding the votes from shareholders who have stake in this transaction. In this regard, the Company will send the invitation letter to the shareholders at least 14 days prior to the meeting date. 6

7 4. The profit expected to be generated for the Company To allow the Company to have a clearer business structure and be able to support long-term group restructuring. Besides, the sale of the investment in ordinary of the aforementioned non-core business will enable the Company to focus on its core business, reduce non-core business related expenses and investments and increase the Company s working capital. 5. The proposed utilization of the proceeds from the sale - To repay some debts - To help increasing the Company s working capitals 6. Conditions for the entry into the transactions (1) The sales of investment in ordinary of True Money Company Limited ( TMN ) It is a transaction causing changes in the existing shareholder structure that TMN disclosed to the Bank of Thailand ( BOT ) when filing application for the license of e-payment service business. Therefore, TMN has to notify BOT about the aforesaid changes before entering into the transaction. In this regard, BOT may request for the amendment in details of this change according to BOT discretion. (2) The sales of investment in ordinary of True Internet Data Center Company Limited ( TIDC ) Referring to the Joint Venture Agreement between True Internet Company Limited ( TI ), a subsidiary of the Company and DACOM Corporation ( DACOM ) who is a partner holding 30% of TIDC total issued. In case that TI sell investment in TIDC causing change in TIDC shareholders, the written consent from DACOM is required. Any changes in TIDC shareholders without DACOM s consent, TI is obliged to purchase TIDC from DACOM. 7. List of connected persons and characteristics and scope of interests of connected persons Thana Telecom Corporation Limited has Charoen Pokphand Group Company Limited as the major shareholder with 99.97% shareholding. As of 15 th March 2013 (which is the latest Book Closing Date when the Board of Directors Meeting passed the resolutions) Charoen Pokphand Group Company Limited and the companies reported under the same group hold 63.33% of the total issued and paid-up of the Company, therefore Thana Telecom Corporation Limited are regarded as the Company s connected person. Thana Telecom Corporation Limited will purchase ordinary in the eight subsidiaries of the Company as per the details listed in topic No. 3 above. 8. Opinion of the Board on this transaction The Board of Directors Meeting No. 5/2556 held on 19 th July 2013, comprising of all three members of the Audit Committee i.e. Mr. Vitthya Vejjajiva, Dr. Kosol Petchsuwan and Mr. Joti Bhokavanij, considered and opined that the transaction is reasonable and beneficial to the Company because of the following reasons: (1) Enabling the Company to focus on its core business (2) Reducing non-core business related expenses and investments (3) The Company will have a clearer business structure and be able to support long-term group restructuring (4) Reducing existing debt and increasing liquidity of the Company s operation by utilizing the fund from the sale of investment to repay some debt and increase the Company s working capital (5) The sale price is reasonable 7

8 The Board of Directors therefore proposes this transaction to Extraordinary General Meeting of the Shareholders No. 1/2556 for further consideration and approval. The following Directors who are related to Charoen Pokphand Group Company Limited did not attend the Board of Directors Meeting and had no right to vote on this agenda. 1. Mr. Dhanin Chearavanont 2. Dr. Ajva Taulananda 3. Prof. Athueck Asvanund 4. Prof. Dr.Warapatr Todhanakasem 5. Mr. Umroong Sanphasitvong 6. Mr. Vichaow Rakphongphairoj 7. Mr. Chatchaval Jiaravanon 8. Mr. Soopakij Chearavanont 9. Mr. Narong Chearavanont 10. Mr. Suphachai Chearavanont 9. Opinion of the Company s Audit Committee and/or Directors which are different from the opinion of the Board of Directors in Accordance with clause Information of the Company 10.1 Brief information concerning the company and its business operation 10.2 List of management and list of the first 10 shareholders as at the date of close of share register book 10.3 Inter-transactions during the past year and present year until the latest quarter (if any) 10.4 Summary of financial statement during the past 3 years and the present year until the latest quarter, as well as the explanation and analysis of financial condition and operating result in the past year and the present year until the latest quarter Other information which may materially affect the investors decision Please see further information in the following Enclosures, which is sent to the Shareholders with this Invitation: a) Opinion of Independent Financial Advisor regarding the Connected Transaction Re: the Sale of Investment in Ordinary Shares of the Non-core Business Subsidiaries of True Corporation Public Company Limited (Enclosure No. 7) b) Information of True Corporation Public Company Limited (Enclosure No. 8) 8

9 10.6 Financial projection in the present year (if any) Pending material lawsuits or claims 11. List of Shareholders who have no right to vote Name of Shareholders Number of Shares Held (As of 8 th August 2013) 1. Charoen Pokphand Group Company Limited 5,242,750, Bangkok Telecom Holding Company Limited 322,051, Bangkok Produce Merchandising Public Company Limited 254,572, Kasetphand Industry Company Limited 178,984, Unique Network Company Limited 1,338,154, Wide Broad Cast Company 1,015,650, C.P. Interfood (Thailand) Company Limited 598,700, Charoen Pokphand Holding Company Limited 88,105, Charoen Pokphand International Company Limited 46,356, Prof. Athueck Asvanund 1,875, Mr. Umroong Sanphasitvong 716, Mrs. Kesinee Sanphasitvong 2, Mr. Vichaow Rakphongphairoj 642, Mr. Soopakij Chearavanont 1,400, Mrs. Marisa Chearavanont 3, Mr. Narong Chearavanont 161, Mr. Suphachai Chearavanont 2,385, Mrs. Boodsadee Chearavanont 19, Appraisal of Asset Price by an Independent Appraiser Proxy form with at least one name of a member of the Audit Committee being nominated as shareholder s proxy Please see the Enclosure No Responsibility of the Board of Director for Information Memorandum The Board of Director is responsible for the information appear in this Information Memorandum. 15. Opinion of an Independent Expert (if any) - - 9