News Detail

Date/Time
05 Jul 2019 13:11:00
Headline
Notification of the Resolution of the Board of Directors' Meeting No. 8/2019 : Capital injection in subsidiary company and connected transaction
Symbol
AEONTS
Source
AEONTS
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                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
______________________________________________________________________
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