News Detail

Date/Time
05 Oct 2018 13:15:00
Headline
Notification of the Resolution of the Board of Directors' Meeting No. 10/2018; Interim dividend payment and connected transactions
Symbol
AEONTS
Source
AEONTS
Full Detailed News
Download Full Detailed News
                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.