05 Jul 2019 13:11:00
Notification of the Resolution of the Board of Directors' Meeting No. 8/2019 : Capital injection in subsidiary company and connected transaction
Connected transaction Connected transactions The Board of Director's meeting of AEON Thana Sinsap (Thailand) PLC. No.8/2019 held on July 5, 2019 had a resolution of the connected transaction as follows: 1. Date of agreement: 1.1 Selling shares of AEON Credit Service Systems (Philippines) Company Date of agreement AEON Credit Service Systems (Philippines) INC. ("AEON Systems") Within August 2019 (After the Board of Director of AEON Thana Sinsap (Thailand) PLC approval) 1.2 Business Administration and Support Company Date of agreement AEON Financial Service Co., Ltd. ("AFS") Agreement period is 11 months from April 1, 2019 to February 28, 2020. 2. Contractual parties with AEON Thana Sinsap (Thailand) PLC. ("AEONTS") and its subsidiaries companies: Company Business Relationship with AEONTS AEON Systems System Development - AEON Systems is 90% owned by AFS - AEON Systems is 3.3% owned by AEONTS AFS Finance - Major shareholder of AEONTS, holding 35.12% of AEONTS' s shares 3. AEONTS's subsidiaries: Company Business % of shares held by AEONTS 1). AEON Specialized bank (Cambodia) Private Company Limited ("ASB Cambodia") Specialized bank 50% 2). AEON Insurance Service (Thailand) Company Limited ("AIS") Non-life and Life Insurance Broker 100% 3). ACS Servicing (Thailand) Company Limited ("ACSS") Collection Service 100% 4.) AEON Microfinance (Myanmar) Company Limited ("AMF Myanmar") Retail Finance 100% 5.) AEON Leasing Service (Lao) Company Limited ("ALS Lao") Retail Finance 92.58% 4. General characteristics of transactions: 1. AEON Credit Service Systems (Philippines) ("AEON Systems") has started the system development business in 2007 with share capital of 100,000,000 PHP, AEONTS held 10% of share portion. Since the capital injection in 2016 was raised the capital to 300,000,000 PHP. The Board of Director's meeting of AEONTS held on August 26, 2016, had resolution to waive of pre-emptive rights of new shares. As a result, the portion of shareholding of the Company decreased from 10% to 3.3%, respectively. The Board of Director's Meeting No. 8/2019 held on July 5, 2019 had considered and approved selling the shares of AEON Systems to AFS with the book value as of December 31, 2018 in the amount of 753,850 PHP (equivalent to 460,301 baht). Since AEON Systems is system development business, which is not directly related to AEONTS is main business. - The structure of shares (before and after selling the shares) Current After Shareholder No of Shares Capital (PHP) % No of Shares Capital (PHP) % AFS 2,699,993 2,699,993,000 90% 2,999,993 2,999,993,000 100% ACSA 100,000 100,000,000 3.33% 0 0 0% AEONTS 100,000 100,000,000 3.33% 0 0 0% ACSM 100,000 100,000,000 3.33% 0 0 0% Other Individual Investors 7 7,000 0.00% 7 7,000 0% Total 3,000,000 3,000,000,000 100% 3,000,000 3,000,000,000 100% Note: ACSA - AEON Credit Service (Asia) Co., Ltd, Hong Kong ACSM - AEON Credit Service (M) Berhad, Malaysia The transaction size is neither classified as any transaction class under the Notification of the Capital Market Supervisory Board No. Tor Chor. 20/2551 Re: Rules for Entering into a Substantial Transaction Classified as an Acquisition or Disposal of Assets, dated 31 August 2008, and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Required Practice for Listed Companies relating to Acquisition or Disposal of Assets, dated 29 October 2004. In addition, during the past six months, the Company did not have any other acquisition transactions of other assets before the date of entry into this transaction. The transaction is the connected transaction under the Notification of the Capital Market Supervisory Board No. Thor Chor. 21/2551 Re: Rules on Connected Transactions, dated 31 August 2008, 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 Connected Transaction, dated 19 November 2003. However, the Company is required to disclose the aforementioned information to the Stock Exchange of Thailand in accordance with the Notification of the Stock Exchange of Thailand Re: Rules, Conditions and Procedures Governing the Disclosure of Information and Other Acts of a Listed Company. 2. AFS provides the business administration and support to the oversea subsidiaries in order to grow and develop AFS subsidiaries' business. AEONTS and its subsidiaries enter into "Business Administration Agreement" and pay management fee to AFS in the amount not more than 92,582,570 baht. This amount was calculated based on the cost (labor cost, administration cost, equipment cost etc.) of AFS who works for subsidiaries including overseas business, and the cost is allocated to the subsidiaries of AFS group. 5. Value of consideration: (Unit: Baht) Related company name Amount Selling shares of AEON Systems AEON Systems 460,301 Business Administration Agreement AEONTS 78,758,950 ACSS 3,531,470 AIS 2,728,740 ASB Cambodia 4,024,670 AMF Myanmar 2,932,480 ALS Lao 606,260 Total 92,582,570 Total transaction 93,042,871 6. 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 Wakabayashi1 - - AEON Systems 300,000,000 PHP/ 3,000,000 shares Mr. Junichi Iwakami2 1 - Note: 1Mr. Hideki Wakabayashi is the Chairman of the Board of Directors of AEONTS and the Senior Managing Director of AFS 2Mr. Junichi Iwakami is the Senior Executive Vice President of AEONTS and Non-Executive Director of AEON Systems. The measurement of total transactions By measurement in percentage of the Company Net Tangible Assets (NTA), total transaction is 93.04 million baht or 0.51% which 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 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. 01/2019 held on January 10, 2019, approved to engage outsourcing service agreement in the system development and maintenance of the systems which need for each company's from AEON Systems with cost of totally not more than 60.56 million baht or 0.36% of the company NTA. - Board of Director's meeting No. 04/2019 held on March 21, 2019, approved to the provides the support on the business operation to ACS Capital and receives support fee for the amount of totally not more than 1.2 million baht and ACSS provides the support on debt collection and litigation operations to ACS Capital and receives support fee for the amount of totally not more than 9 million baht. Total transaction amount of the transaction is 10.20 million baht or 0.06% of the company NTA. Therefore, the total connected transaction approved by the Board of Directors' meeting in the last six months period including this time was 163.80 million baht or 0.93% which more than 0.03% of the Company NTA but less than 3% of NTA of the Company. Opinion of the Audit Committee: - For the selling shares of AEON Systems, the Audit Committee has considered and resolved that the transaction would be approved due to AEON Systems is system development business, which is not directly related to AEONTS is main business and be proposed to the Board of Directors for further approval. - For the management fee, the Audit Committee has considered and resolved that the transaction is 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 transaction and has opinion that the selling shares of AEON Systems and management fee are necessary and reasonable. ______________________________________________________________________ No.18/2019 July 5, 2019 President The Stock Exchange of Thailand Re: Notification of the Resolution of the Board of Directors' Meeting No. 8/2019 We, AEON Thana Sinsap (Thailand) Public Company Limited ("Company"), hereby report the resolutions passed at the meeting of the Board of Directors No. 8/2019 held on July 5, 2019 from 10:00 a.m. as follows: 1. Unanimously approved the reviewed financial statements of the Company for the first quarter ended May 31, 2019. 2. Approved an increase registered capital in Company's subsidiary, AEON Microfinance (Myanmar) Co., Ltd. with the capital injection of 5.8 million USD or approximately 9,000 million Kyats (180 million baht). The source of fund is mainly from the Company's working capital, and the Company still maintains 100% of shareholding in AEON Myanmar. AEON Microfinance (Myanmar) Co., Ltd., a retail finance business in Myanmar established in November 2012, is now under the process of business expansion in high potential market. At present, AEON Microfinance (Myanmar) Co., Ltd. has a registered of 8,260 million Kyats, and will increase its registered capital to be 17,260 million Kyats. The capital injection shall be used for both further business expansion from rapidly growth of demand for loans and comply with the new requirement of D/E ratio issued by Financial Regulatory Department (FRD) in Myanmar. Details of Capital Injection: (Unit: Share) Shareholder Current Capital Capital Injection After Capital Injection AEON Thana Sinsap (Thailand) Public Company Limited 8,259,600 100% 9,000,000 17,259,600 100% ACS Capital Corporation Limited 1 0% - 1 0% Total 8,259,601 100% 9,000,000 17,259,601 100% *Par value of 1,000 Kyats per share The transaction is not considered as a connected transaction, according to the Notification of the Capital Market Supervisory Board No. TorChor. 21/2551 Re: Rules on Connected Transactions, and not considered as acquisition of assets, according 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. 3. Approved the related transactions with the related companies (Details as attachment) Please be informed accordingly Yours sincerely, Kenji Fujita Managing Director ______________________________________________________________________ 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.