News Detail

Date/Time
11 Apr 2019 12:31:00
Headline
The acquisition of common shares of U City Public Company Limited (Additional)
Symbol
STEC
Source
STEC
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                Acquisition or disposition of assets

ST/2019/0202

April 10th, 2019

Subject:    Details of Asset Acquisition (Additional)

To:        The President
        The Stock Exchange of Thailand

The Board of Directors' meeting of Sino-Thai Engineering and Construction Public
Company Limited, ("Company" or "STEC") No. 3/2019 held on April 5th, 2019 has
passed the resolution to approve as the followings:
1.  The Company ("Buyer") to enter the acquisition of common shares totaling 
29,550,000 shares (Twenty Nine Million Five Hundred and Fifty Thousand Shares)
with a par value of Baht 27.25 per share representing 100% of Mo Chit Land
Company Limited's paid-up capital, shares' value is totaling Baht 4,320,000,000
(Four Thousand Three Hundred and Twenty Million Baht Only).  Mo Chit Land
Company Limited is the land owner of 63 plots located at Chompol Sub-district,
Chana district, Bangkok Metropolis with 11 Rai, 0 Ngan, 40.7 square meters.  The
 seller is not a connected person to the Company.
2. The Board of Director resolved the approval of Mo Chit Complex project 
located on land of 63 plots at Chompol Sub-district, Chana district, Bangkok
Metropolis with 11 Rai, 0 Ngan, 40.7 square meters with a project value of Baht
7,790,000,000 after signing property contract as stated in item no. 1.
The Company had signed stock purchase agreement on 10th of April, 2019 which has
 detail as followed:
1.    Transaction Date        April 10th, 2019

2.    Parties involved and Relationship with the Company
2.1    Seller        U City Public Company Limited (29,550,000 shares)
2.2    Buyer        Sino-Thai Engineering and Construction PCL.
2.3    Relationship with the company
U City Public Company Limited is not a connected
person of the Company

                                                                   
3.    General Characteristics of Transaction
3.1 The Company ("Buyer") to enter the acquisition of common shares totaling 
29,550,000 shares (Twenty Nine Million Five Hundred and Fifty Thousand Shares)
with a par value of Baht 27.25 per share representing 100% of Mo Chit Land
Company Limited's paid-up capital, shares' value is totaling Baht 4,320,000,000
(Four Thousand Three Hundred and Twenty Million Baht Only).  Mo Chit Land
Company Limited is the land owner of 63 plots located at Chompol Sub-district,
Chana district, Bangkok Metropolis with 11 Rai, 0 Ngan, 40.7 square meters.  The
seller is not the connected person to the Company and the term of payment is as
 followed;
1. The first payment is amounting to Baht 1,300,000,000 (One Thousand and Three 
Hundred Million Baht Only) by November 1st, 2019 ("Shares transferring date").
2. The second payment is amounting to Baht 1,000,000,000 (One Thousand Million 
Baht Only) by November 1st, 2020.
3. The third payment is amounting to Baht 1,000,000,000 (One Thousand Million 
Baht Only) by November 1st, 2021.
4. The last payment is amounting to Baht 1,020,000,000 (One Thousand and Twenty 
Million Baht Only) by November 1st, 2022 ("Completion transaction date").
3.2 The Company proceed to develop Mo Chit Complex project located on land of 63
plots at Chompol Sub-district, Chana district, Bangkok Metropolis with 11 Rai,
0 Ngan, 40.7 square meters with a project value of Baht 7,790,000,000 (Seven
Thousand Seven Hundred and Ninety Million Baht Only) in order to construct twin
towers for rent with 36 floors and 3 floors basement including a connecting path
of twin towers that would be a rooftop garden, and skywalk relating to BTS Mo
Chit.

4.    Transaction Size
According to the Disclosure of Information and Acts of Listed Companies 
Concerning an acquisition and disposition of assets, by using share value as
stated in item no. 3.1 totaling Baht 4,320,000,000 (Four Thousand Three Hundred
and Twenty Million Baht Only) including the investment value as stated in the
item no. 3.2 totaling Baht 7,790,000,000 (Seven Thousand Seven Hundred and
Ninety Million Baht Only), the asset acquisition transaction size is amounting
to Baht 12,110,000,000 (Twelve Thousand One Hundred and Ten Million Baht Only),
therefore, the highest value of the transaction is equal to 26.57% which is 15
percent higher but less than 50 percent of total assets of the Company.  This
transaction is classified as an acquisition of assets 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 (as amended), 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 an Disposition of Assets B.E. 2547
(2004).  Thus, this transaction constitutes a Class 2 transaction pursuant to
the Notifications on Acquisition and Disposal to the Stock Exchange of Thailand.
Therefore, the Company has to disclose the information memorandum on the
Acquisition of the transaction to the Company's shareholders within 21 days
after the disclosure of the details of transaction to the Stock Exchange of
Thailand.

5.    Details of Asset Being Acquired
5.1 General Information
        Company's name        Mo Chit Land Co., Ltd.
Asset     Common shares totaling 29,550,000 shares with a par value of 27.25 Baht, 
fully paid up, and being a land owner of 63 plots located at Chompol
Sub-district, Chana district, Bangkok Metropolis with 11 Rai, 0 Ngan, 40.7
square meters located at Chompol Sub-district, Chana district, Bangkok
Metropolis.
5.2 Shareholding Structure
Mo Chit Land Co., Ltd. has paid-up capital of Baht 805,237,500 (Eight Hundred 
and Five Million Two Hundred Thirty Seven Thousand and Five Hundred Baht Only)
and it is 29,550,000 common shares (Twenty Nine Million Five Hundred and Fifty
Thousand Shares) with a par value of Baht 27.25 per share or 100% of U City
Public Company Limited's shares, which is the sole proprietor is legitimate.

6.    Total Value of Consideration
6.1 The common shares of Mo Chit Land Company Limited are totaling 29,550,000 
shares (Twenty Nine Million Five Hundred and Fifty Thousand Shares) with a par
value of Baht 27.25 per share representing 100% of Mo Chit Land Company
Limited's paid-up capital that are representing Baht 805,237,500 (Eight Hundred
and Five Million Two Hundred Thirty Seven Thousand and Five Hundred Baht Only).
Mo Chit Land Company Limited is the land owner of 63 plots located at Chompol
Sub-district, Chana district, Bangkok Metropolis with 11 Rai, 0 Ngan, 40.7
square meters.  Total of shares value is amounting to Baht 4,320,000,000 (Four
Thousand Three Hundred and Twenty Million Baht Only).
6.2 The investment for Mo Chit Complex project is Baht 7,790,000,000 (Seven 
Thousand Seven Hundred and Ninety Million Baht Only) in order to construct twin
towers for rent with 36 floors and 3 floors basement including a connecting path
of twin towers that would be a rooftop garden, and skywalk relating to BTS Mo
Chit.
 
The total value of consideration is amounting to Baht 12,110,000,000 (Twelve 
Thousand One Hundred and Ten Million Baht Only).

7.    Basis used to determine the value of consideration
The Company hired 3 independent appraisers whose names are listed in the list of
independent appraisers of the Securities and Exchange Commission to appraise
land 63 plots located at Chompol Sub-district, Chana district, Bangkok
Metropolis with 11 Rai, 0 Ngan, 40.7 square meters by using market value
criteria at Baht 4,182,728,300.  The Company has 4 terms of payment within 4
years, therefore, the share's value is appropriated.

8.    Other Conditions that effect to the Shareholders
None.

9.    Source of Fund
The Company has variety sources of fund such as working capital, cash from 
operating business, loan from financial institutions, long term loan debenture
etc.  The Company will consider the appropriate sources of fund.

10.    Mutual Benefits or related party transactions
The Company has no mutual benefits or related party transactions between listed 
companies and its directors, management and shareholders holding, directly or
indirectly, 10% or more of shares.

11.    Opinion of the Board of Directors Regarding to the Transaction
The Board of Directors' meeting No. 3/2019 on 5th of April, 2019 resolved that 
the Company enter to the acquisition of common shares of Mo Chit Land Company
Limited and proceeding Mo Chit Complex project of the Company is appropriate and
 beneficial to the Company and shareholders.

12.    Opinion of the Audit Committee and/or the Directors which different to the 
Opinion of the Board of Director's
None.

?

The Company provides this information for your acknowledgment and dissemination 
to the public and other investors.

Sincerely yours,



(Mr. Pakpoom Srichamni)
President



Corporate Secretary Office
Telephone: 0 2610 4900 ext. 1550, 1992, 1554
Facsimile : 0 2259 4427
______________________________________________________________________
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