15 May 2017 07:49:00
Notification of increasing invest portion in subsidiary (CCP Paving Stones Company Limited)
Acquisition and disposition of assets No. CM.1/60/041 May 15, 2017 Subject Notification of increasing invest portion in subsidiary (CCP Paving Stones Company Limited) Attention President The Stock Exchange of Thailand Chonburi Concrete Public Company Limited ("the Company") would like to inform the increasing investment in CCP Paving Stones Company Limited (Subsidiary) by buying all newly issued shares of 400,000 shares (5.78 percent of the Company's registered capital). The details are as follows: 1.Date of transaction : On May 13, 2017, the Meeting of the Board of Director of Chonburi Concrete product Public Company Limited No.2/2017 has the resolve to approve the investment in CCP Paving Stones Company Limited, manufacturing and selling finished concrete, by buying newly issued shares of 400,000 shares (5.78 percent of the Company's registered capital) by assigning the management division to prepare the transaction process and oprated in accordance with the related law in order to ensure that investing in CCP Paving Stones Company Limited is correct and complete. After the operation and information is correct and complete, the management division should notify the resolution of the Meeting of the Board of Director No.2/2017 that approved the investment in CCP Paving Stones Company Limited to the Stock Exchange of Thailand. The process of documentation and law in for this transaction is completed on May 15, 2017. 2. Connected party and relationship with the listed company : Purchaser: Chonburi Concrete Product Public Company Limited Seller: CCP Paving Stones Company Limited (Subsidiary) 3. Characteristics of transaction : 3.1) Transaction : The acquisition of the ordinary share of CCP Paving Stones Company Limited by buying newly issued shares of 400,000 shares (5.78 percent of the Company's registered capital) at par 100 baht per share. CCP Paving Stones Company Limited had issued share at par in which the Company invested proportionally and exercised the right of the shareholder that did not exercised the right of 400,000 shares with amount of 40,000,000 Baht. Thus, the transaction is classified to be the connected transaction under the Notification of the Capital Market Supervisory Board No. Tor Jor. 21/2551 and the Notification of the Stock Exchange of Thailand Subject Disclosure of Information of Listed Company in connected transaction 2003 November 19, 2003 and additional amendment. The Company invested in 40,000,000 baht in the transaction. The proportion of shares that Chonburi Concrete Product Public Company Limited held in CCP Paving Stones before the acquisition was 90.00% and after the acquisition was 94.44%. 3.2) Criteria to calculate the size of the transaction: the details are as follows 1) Connected Transaction Since Directors and related person who are the shareholders of the subsidiary did not exercise the right to buy newly issued share, the Company will exercise the right to buy newly issued share of the related persons. The size of the connected transaction is 40,000,000 baht, greater than 0.03% of NTA but less than 3% of NTA. To this extent, the transaction must be approved from the Company's Board of Director Meeting. 2) Asset Acquisition Transaction The maximum size of the transaction is 1.32% under the criteria of the total value of considerations (including similar transaction 6 months ago that was not approved by the shareholder). The size of the transaction is less than 15%, it can be executed corresponding to the Company's Authority Table. The transaction must be approved by the Board of Director Meeting. 4. The details of the asset 4.1)CCP Paving Stones Company Limited (ordinary share) General information: CCP Paving Stones Company Limited Type of business: manufacturing and selling finished concrete Registered Capital: 50,000,000 baht with 500,000 shares at par 100 baht Paid-up Capital: 50,000,000 baht with 500,000 shares at par 100 baht Current shareholders: Chonburi Concrete Product Public Company Limited 90.00% Theepakorn Holding Company 8.00% Mr. Pratheep Theepakornsukkasem 2.00% Financial Statement of CCP Paving Stones Company Limited (Year 2012-2016) Unit : Baht Y2012 Y2013 Y2014 Y2015 Y2016 Sales - - 976,462 22,675,095 47,770,667 Net Profit 5,288 (220,373) (8,234,150) (24,162,172) (32,400,384) Gross Profit - - (1,806,899) 405,076 4,456,233 Total Asset 1,014,803 50,660,410 229,088,490 234,250,312 231,619,049 Total Liability 8,000 873,980 187,536,170 225,293,518 246,828,427 Total Equity 1,006,803 49,786,430 41,552,280 8,956,794 (15,205,378) Remark 1. In 2016, CCP Paving Stones Company Limited had the loss from operating since the manufacturing has not used up full capacity and there was newly introducing product different from the competitor requiring time to do the marketing. 2. Total Liability in 2016 of THB 246 million includes Loans from financial institution 13.90 million baht Account Payable 6.40 million baht Loans from connected person 223.00 million baht Other current liability 1.87 million baht Other non-current liability and benefit 0.49 million baht 4.2) Proportion of share of CCP Paving Stones Company Limited held by Chonburi Concrete Product Public Company Limited Before acquisition: 90.00% After acquisition: 94.44% 4.3)Payment : deposit into the banking account of CCP Paving Stones Company Limited Current account no. 505-3-03341-8 5.Benefit of the transaction : Future dividend, CCP Paving Stones Company Limited is the manufacturer and seller of finished concrete with manufacturing potential and competitiveness as well as business development in the future and synergy. 6.Source of fund : Cash Flow in the Company 7.Opinion of the directors : the transaction will benefit the Company. All Directors (excluding stakeholders) approved the transaction. 8.Different opinion of Director: None Please be informed accordingly, Best Regards .................................................. (Mr. Pratheep Theepakornsukkasem) Chairman of the Board of Director Chonburi Concrete Product Public Company Limited ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand has no responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. 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