News Detail

Date/Time
30 Dec 2019 13:18:00
Headline
Notification of the connected transaction relating to provide financial assistance to subsidiary company
Symbol
AEONTS
Source
AEONTS
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                Connected transaction


The Board of Director's Meeting of AEON Thana Sinsap (Thailand) Plc. No. 14/2019
held on December 30, 2019  passed the resolution of the connected transaction
relating to provide financial assistance to AEON Specialized Bank (Cambodia)
Plc. ("ASB Cambodia") by proportionally to its shareholding. A subordinated loan
in the total amount of 8 million USD or approximately 242.76 million baht,
consisted of 4 million USD or approximately 121.38 million baht is provided by
AEON Thana Sinsap (Thailand) Plc. ("AEONTS") and another 4 million USD or
approximately 121.38 million baht by AFS Corporation Co., Ltd., which is a
subsidiary company of AEON Financial Service Co. Ltd., ("AFS") that holds 100%
of total shares of AFS Corporation Co., Ltd. The details are as follows;
1.    Date of Transaction
Within February, 2020
2.    Related Parties
Name of the provider of the financial assistance     -  AEON Thana Sinsap 
(Thailand) Plc. is a major shareholder of AEON Specialized Bank (Cambodia) Plc.,
 holding 50% of total shares.
- AFS Corporation Co., Ltd. is the subsidiary of AFS and AFS also a major 
shareholder, holding 35.12% shares of AEONTS, while ASB Cambodia is held evenly
at 50% by AFS Corporation and AEONTS.
Name of the recipient of the financial assistance    - AEON Specialized Bank 
(Cambodia) Plc.

3.    General Explanation Regarding Nature of the Connected Transaction
Details of the connected transaction relating to provide financial assistance 
are as follows;
Type of the Transaction     : Connected Transaction relating to provide
                                                                                
       Financial Assistance
Amount     : 4 million USD or approximately 121.38 million
                                                                                
       baht1
Interest Rate     : 8.5% per annum2
Duration     : 7 years
Interest Payment     : Semi annual
Repayment     : Principle shall be paid in full or partially by 20% starting from 
the  year 4th  to 7th  according to National Bank of Cambodia's regulation
 Early repayment    : Within 36 months, principle can be repaid with both parties' 
agreements while National Bank Cambodia's approval shall be obtained
Objectives    : To support business expansion of subsidiary
                                                                                
     company which has a high growth retail finance
business in Cambodia and also comply with
the regulations of National Bank of Cambodia. The source of subordinated loan is
 from working capital of AEONTS
Note:  1Exchange Rate as of 26th December, 2019: 1 USD / 30.3448 THB
2Interest rate is calculated based on local banks lending rate of USD long term 
loan plus spread margin and considered as within range of market rate comparing
other subordinated loans in Cambodia and exchange rate risk.








4.    Total Value and Criteria to Value the Transaction
AEONTS will provide the financial assistance to ASB Cambodia in the amount of 4 
million USD or approximately 121.38 million baht or 0.65% of AEONTS's net
tangible asset (NTA) by calculating from the reviewed consolidated financial
statements as of August 31, 2019. In addition, the AEONTS approved the connected
 transaction within the last six months as follows:
-    Board of Director's meeting No. 08/2019 held on July 5, 2019, approved selling
the shares of AEON Credit Service Systems (Philippines) Inc to AFS with book
value as of December 31, 2018 in the amount of 0.46 million baht or 0.003% of
the company NTA and approved entering into "Business Administration Agreement"
with AFS and pay management fee in the amount not more than 92.58 million baht
or 0.51% of the Company NTA.
-    Board of Director's meeting No. 10/2019 held on September 10, 2019, approved 
providing Finance and Accounting operation services to ACS Capital Corporation
Limited in the amount of 0.78 million baht or 0.004% 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 215.2 million baht
or 1.16%. The size of the transaction more than 0.03% but less than 3% of NTA
of the Company, the Company is required to get approval from the Board of
Director's meeting and discloses information to the Stock Exchange of Thailand.
However, the Company has provided the financial assistance to subsidiary company
as proportionally to its shareholding and based on general trading conditions,
the Company will be exempted from an approval of the Shareholders' Meeting for
this transaction according to the Notification of the Market Supervisory Board
No. Tor Jor. 21/2551 Re: Rules on Connected Transactions and the Notification of
the Board of Governors of the Stock Exchange of Thailand entitled Disclosure of
information and Others Acts of Listed Companies Concerning the Connected
Transaction B.E. 2546 ("Connected Transaction Rules"), and its amendments.





5.    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, 3    -    -
ASB Cambodia    20,000,000 USD/
20,000,000 shares    Mr. Kenji Fujita2,3    -    -
Note: 1Mr. Hideki Wakabayashi is the Chairman of the Board of Directors of 
AEONTS and the Director Senior Managing Executive
        Officer of AFS
        2Mr. Kenji Fujita is the Chairman of the Board of Directors of ASB 
Cambodia and the Managing Director of AEONTS
             3Mr. Hideki Wakabayashi and Mr. Kenji Fujita, were connected person
 who had conflict of interest on this transaction.
       They had no right to vote for the connected transaction and did not 
attend the meeting during approval of this transaction.

6.    Conditions that affects the shareholders
None
7.    Opinion of the Audit Committee:
The audit committee had considered and agreed to approve the Company to enter 
into the subordinated loan agreement with ASB Cambodia at the interest rate,
loan period, repayment schedule and other terms and conditions as deemed
appropriate, to provide financial assistant to the subsidiary company in
Cambodia.

8.    Opinion of the Board of Director:
The Board of Directors has considered this transaction and has an opinion that 
the transaction is necessary and reasonable. No directors had different opinion
from the audit committee opinion.
______________________________________________________________________
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