05 Oct 2018 13:15:00
Notification of the Resolution of the Board of Directors' Meeting No. 10/2018; Interim dividend payment and connected transactions
Connected transaction Connected transactions The Board of Director's meeting of AEON Thana Sinsap (Thailand) Plc. No.10/2018 held on October 5, 2018 had a resolution of the connected transaction as follows: 1. Date of agreement between AEON Thanasinsap (Thailand) PCL and AEON Specialized Bank (Cambodia) Plc ("ASB Cambodia") with AEON Credit Service Systems (Philippines) Inc ("AEON Systems"): Company - Transactions - Date of agreement 1.1) AEON Systems with AEONTS - ACE Plus Annual Fee Agreement - period is 1 year from December 2018 to November 2019 1.2) AEON Systems with ASB Cambodia - 3D Secure System - Agreement period is two months from October 8th 2018 to December 7th 2018. 1.3) AEON Systems with ASB Cambodia - payWave System - Agreement period is four months from October 8th 2018 to February 7th 2019. 2. Date of waiver transaction of the pre-emptive right to subscribe to the additional shares: Completion date of Capital Injection Payment for PT AEON Credit Service Indonesia ("ACSI") is within the end of October, 2018. Contractual parties with AEONTS and its subsidiaries companies: Company - Business - Relationship with AEONTS AEON Financial Service Co., Ltd. ("AFS") - Finance -Major shareholder of AEONTS, holding 35.12% of AEONTS' s shares AEON Credit Service Systems (Philippines) Inc. (AEON Systems) - System Development -AEON Systems is 90% owned by AFS -AEON Systems is 3.3% owned by AEONTS PT AEON Credit Service Indonesia ("ACSI") - Finance - ACSI is 74.6% owned by AFS - ACSI is 5.2% owned by AEONTS Company Business Relationship with AEONTS AEON Financial Service Co., Ltd. ("AFS") Finance -Major shareholder of AEONTS, holding 35.12% of AEONTS' s shares AEON Credit Service Systems (Philippines) Inc. (AEON Systems) System Development -AEON Systems is 90% owned by AFS -AEON Systems is 3.3% owned by AEONTS PT AEON Credit Service Indonesia ("ACSI") Finance - ACSI is 74.6% owned by AFS - ACSI is 5.2% owned by AEONTS AEONTS's subsidiaries Company - Business - Relationship with AEONTS AEON Specialized Bank (Cambodia) Plc ("ASB Cambodia") - Retail Finance - ASB Cambodia is 50% owned by AFS - ASB Cambodia is 50% owned by AEONTS General characteristics of transactions: 1. With reference to the resolution of the Board of Directors Meeting No.8/2013 on December 24, 2013, AEONTS entered a System Implementation Agreement for the ACE Plus System (Fraud Detection System) with AEON Systems. AEONTS has utilized such system since November 2014 and continue operating this system. Therefore, AEONTS is required to pay the Annual System Fee of JPY 8,040,000 or 2,307,786 baht to AEON Systems, which is the same amount of the previous year. 2. As ASB Cambodia recognizes the importance of secured online shopping transactions, the 3D-Secure aims to greatly reduce risk of fraud and chargebacks. Therefore, ASB Cambodia is required to pay the development fee of 734,461 baht to AEON Systems. 3. ASB Cambodia would like AEON Systems to modify the current FEP system to support payWave for both Issuing and Acquiring transaction for VISA. Therefore, ASB Cambodia is required to pay the development fee of 1,977,662 baht to AEON Systems. AEON Systems provides the system development to the AFS group, and has been successful in implementing the Hire Purchase System as well as the Credit Card system to ASB Cambodia. 4. In order to comply with the regulation of Otoritas Jasa Keuangan ("OJK") (Indonesian Financial Service Authority) that ACSI is required to have local shareholders not less than 15% of the total shares. However, ACSI would like to increase capital registered from IDR 100,200 million to IDR 200,400 million in order to expand its business in Indonesia. Existing shareholders including AEONTS have pre-emptive rights to subscribe the additional issuance of new common shares in proportion of 5.2% which is existing shares in ACSI. The Board of Director's meeting of AEONTS held on October 5, 2018, had resolution to waive the right to subscribe the increasing shares of ACSI totally amount approximately 11.9 million baht as ACSI has operating losses for last several years. Value of consideration: - Total pre-emptive rights of the additional shares subscription are 173 shares; amounting to total value of IDR 5,190 million (Par value of the share issued is IDR 30,000,000) - The new shareholder structure will be changed as follow; Shareholders Current Proposed Capital Injection After Injection No. of Shares Amount (IDR million) % No. of Shares Amount (IDR million) % No. of Shares Amount (IDR million) % AEON Financial Service Co., Ltd. 2,493 74,790 74.6% 2,493 74,790 74.6% 4,986 149,580 74.6% PT Centra Prima Lestari 298 8,940 8.9% - - 0.0% 298 8,940 4.5% AEON Credit Service(Asia) Co., Ltd. 173 5,190 5.2% - - 0.0% 173 5,190 2.6% AEON Thana Sinsap (Thailand) PCL 173 5,190 5.2% - - 0.0% 173 5,190 2.6% AEON Credit Service (Malaysia) Berhad - - 0.0% 346 10,380 10.4% 346 10,380 5.2% PT Taman Wisata Matahari 124 3,720 3.7% - - 0.0% - - 0.0% PT AEON Indonesia 79 2,370 2.4% - - 0.0% - - 0.0% PT Sentra Cakrawala Pusaka - - 0.0% 501 15,030 15.0% 704 21,120 10.5% Total 3,340 100,200 100% 3,340 100,200 100% 6,680 200,400 100% Unit : Baht Related company name Amount AEONTS pays for ACE Plus Annual Fee to AEON Systems 2,307,786 ASB Cambodia pays Development Fee for 3D Secure to AEON Systems 734,461 ASB Cambodia pays Development Fee for payWave to AEON Systems 1,977,662 ACSI waives the right to subscribe the increasing shares of ACSI 11,875,758 Total 16,895,667 *Exchange rate as of 1 Oct, 2018: 1JPY=0.2870 baht, 1PHP=0.6091 baht, 1IDR=0.0022882 baht Name, position and shareholding proportion of the connected persons Related company name Paid Up Capital No. of shares Name of connected persons Share (s) in related company % of share in AEONTS AFS 45,698,196,100 JPY/ 225,510,128 shares Mr. Hideki Wakabayashi* - - AEON Systems 300 Million Peso/ 3,000,000 shares Mr. Junichi Iwakami** 1 share - ASB Cambodia 20 Million USD/ 20,000,000 shares Mr. Masanori Kosaka*** - 0.04% *Mr. Hideki Wakabayashi is the Chairman of Board of Directors of AEONTS and the Director of AFS ** Mr. Junichi Iwakami is Senior Executive Vice President of AEONTS and Non-Executive Director of AEON Systems *** Mr. Masanori Kosaka is the Executive Director of AEONTS and the Chairman of Board of Directors of ASB Cambodia The measurement of total transactions By measurement in percentage of the Company Net Tangible Assets (NTA), total transaction is 16.9 million baht or 0.10% which is more than 0.03% but less than 3.00% of NTA of the Company. So this transaction is the connected transaction pursuant to the Notifications which shall be approved by the Audit Committee and Board of Director as well as disclose to the Stock Exchange of Thailand. In addition, the Company approved the connected transaction within the last six months as follows: - Board of Director's meeting No. 5/2018 held on May 22, 2018 approved the transaction with AEON Credit Service Systems (Philippines) Inc, which AEON Systems provide outsourcing service in the system development to AEON Specialized Bank (Cambodia) Plc in total amount of 9.3 million baht or 0.06% of the Company NTA. - Board of Director's meeting no.7/2018 held on July 11, 2018 approved management support agreement in terms of business management and operation by AEON Financial Service, in amounting to 95.7 million baht or 0.59% of the company NTA. Therefore, the total connected transaction amount in the last six month period including this time would be 121.9 million baht or 0.75% which more than 0.03% but less than 3% of NTA of the Company. Opinion of the Audit Committee: The Audit Committee has considered the transactions are reasonable and be proposed to the Board of Directors for further approval. Opinion of the Board of Director: The Board of Directors has considered the transactions are necessary and reasonable. ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Cash dividend payment Date of Board resolution : 05-Oct-2018 Type of dividend payment : Cash dividend payment Record date for the right to receive : 19-Oct-2018 dividends Ex-dividend date : 18-Oct-2018 Payment for : Common shareholders Cash dividend payment (baht per share) : 2.35 Par value (baht) : 1.00 Payment date : 01-Nov-2018 Paid from : Operating period from 01-Mar-2018 to 31-Aug-2018 and retained Earnings Remark : Unanimously approved interim dividend payment for the first-half of fiscal year 2018 (March 1, 2018 - August 31, 2018). The dividends will be paid at the rate of 2.35 baht per share, totaling 587,500,000 baht or 32.83% payout ratio. The shareholder register book for the right to receive dividends shall be recorded on October 19, 2018. The Company will pay dividend on November 1, 2018. ______________________________________________________________________ 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. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement.