News Detail

Date/Time
19 Jun 2020 13:10:00
Headline
U-Tapao Airport and Eastern Aviation City Development Project (Asset Acquisition)
Symbol
STEC
Source
STEC
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                Acquisition or disposition of assets

ST/2020/0307

June 19th, 2020

Subject:    Detail on the Asset Acquisition
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. 2/2019 held on March 15th, 2019 and
the Board of Directors Meeting No. 3/2017 on June 10th, 2020 resolved that the
Company, as a member of the BBS joint venture (consisting of Bangkok Airways
Public Company Limited ("BA"), BTS Group Holdings Public Company Limited ("BTS")
and Sino-Thai Engineering and Construction Public Company Limited ("STEC")), to
submit a Public-Private Partnership proposal and to enter into a Public-Private
Partnership Agreement ("Public-Private Partnership Agreement") for U-Tapao
Airport and Eastern Aviation City Development Project ("Project") with The
Eastern Economic Corridor Office of Thailand (the "EEC Office") by establishing
a new company named U-Tapao International Aviation Company Limited ("UTA") under
the mutual agreement of the BBS Joint Venture Agreement, which the Company will
hold 20% stocks in U-Tapao International Aviation Company Limited, and to sign
a Public-Private Partnership Agreement with The Eastern Economic Corridor Office
 on June 19th, 2020.
The common shares acquisition of the Company in U-Tapao International Aviation 
Company Limited, reached the criteria of 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 and Disposal of Assets
B.E. 2547 ; therefore the company would like to inform the information of the
said transaction as follows:

1. Transaction Date
The company purchased shares in U-Tapao International Aviation Company Limited 
on February 13th, 2020 and U-Tapao International Aviation Company Limited enter
into a Public-Private Partnership Agreement with The Eastern Economic Corridor
Office of Thailand on June 19th, 2020.

2. Involved parties and relationships with the Company
The involved parties in the new company (U-Tapao International Aviation Company 
Limited) as details below;
Share purchaser:     Sino-Thai Engineering and Construction Public Company Limited
Issuer Company:        U-Tapao International Aviation Company Limited

Parties involved in the Public-Private Partnership Agreement
Governmental party:    The Eastern Economic Corridor Office of Thailand
Private party:        U-Tapao International Aviation Company Limited

Relationship with the Company:    BA, BTS and the EEC Office are not connected 
persons of the Company, and this transaction is not a connected transaction
pursuant to the Notification of Board of Governors of the Stock Exchange of
Thailand No. ThorJor 21/2551.

3. General characteristics of the transaction
Asset purchased:    Ordinary shares of U-Tapao International Aviation Company 
Limited.
Percentage of shares purchased:    20 percent of U-Tapao International Aviation 
Company Limited paid up capital.
Investment value:    1,800 million baht (par value) calculated from the following 
information.

Detail    Paid up capital as at the signing date of UTA's Public-Private 
Partnership Agreement
(Million baht)    Paid up capital as at the Commercial Operation Date of the first 
phase of the project.
(Million baht)
U-Tapao International Aviation Company Limited ("UTA")    4,500    9,000
Percentage of shares in U-Tapao International Aviation Company Limited    20 
percent    20 percent
The Company's portion of investment in U-Tapao International Aviation Company 
Limited     900    1,800

The completion date of the share purchased:        June 16th, 2020

The Transaction sizes
The Company holds 20% of paid up capital in U-Tapao International Aviation 
Company in amounting to 1,800 million baht.  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), which is equivalent to
3.84%, in size of the highest calculation of the transaction size based on the
total value of consideration paid basis relative to the total asset value of the
Company's consolidated financial statement on March 31st, 2020 (46,884.70
million Baht).  There are no new shares issued to compensate for the acquisition
of assets and the Company did not have any asset acquisition transaction in the
 past six months.
After combining the transaction value with other asset acquisition transaction 
in the past six months including this transaction on the total value of
consideration paid basis is equivalent to 3.84 percent, such a total transaction
size is less than 15 percent of the total asset value of the Company and is not
required to report the acquisition of assets under the aforementioned
Notification.
However, the Company has a duty to disclose the said transaction to the Stock 
Exchange of Thailand according to the regulations of the Stock Exchange of
Thailand RE: Rules, conditions and procedures regarding disclosure of
information and any operations of listed companies B.E. 2560.

4. Details of the assets to be acquired
Type of Asset:    Common shares of U-Tapao International Aviation Company Limited.
Number of Share:    18 million shares, equivalent to 20 percent of the paid-up 
capital.
Share value:        100 Baht per share (par value), total value is 1,800 Million Baht.
U-Tapao International Aviation Company Limited will be a Public-Private 
Partnership in the U-Tapao Airport and Eastern Aviation City Development
Project, with the project details as follows

Project name    U-Tapao Airport and Eastern Aviation City Development Project
Project's location    The project is located at Ban Chang District and Sattahip 
District, Rayong Province with the approximately area at 6,500 rai.
Type of investment    Public-Private Partnership - PPP Net Cost
Governmental party    The Eastern Economic Corridor Office of Thailand
Private Party    U-Tapao International Aviation Company Limited
The date that the Cabinet has approved the Project    June 2nd, 2020
Project development objectives    To become the 3rd. international airport in 
Thailand and business continuity under the Eastern Special Development Zone Act,
2018, to support the expansion of the Eastern Special Economic Zone (EEC) and
connect the passenger transportation with Suvarnabhumi Airport and Don Mueang
Airport, and being an important aviation hub in the region.
Scope of work of Private    Scope of work of U-Tapao International Aviation Company
 Limited as a private partner can be summarized as follows;
(A) The main work of U-Tapao International Airport
     1) Project Operation
          A) New passenger terminal
          B) Ground transportation center
          C) The taxiway that connects the first runway and the second runway
          D) Apron Taxiway for passengers and cargo transportation
          E) Air Freight and Logistics Center
          F) Public utilities prepared by contractual party
          G) Ground services
     2) Project Development
          A) Immigration Department Office
          B) Customs Department Office
          C) Office of the relevant government agencies and others that are 
necessary for the project
     3) Other relating to services and maintenance
          A) The second runway and the taxiway that related with the second 
runway
          B) Apron Taxiway for aircraft maintenance center
(B) Other supporting work for U-Tapao International Airport
     1) Free trade area
     2) Commercial area
(C) Other related work as specified in the Agreement.
Project duration    50 years, divided into several phases:
- The first phase (Phase 1) will be divided into 2 stages as follows
Stage 1: Project development of U-Tapao International Airport will be not over 3
 years.
Stage 2: The operation and maintenance of the U-Tapao International Airport will
 be not over 47 years.
- Project implementation in the next phase

The shareholding structure of U-Tapao International Aviation Company Limited.

List of shareholders in U-Tapao International Aviation Company Limited are 
consisting of the following;
1.    Bangkok Airways Public Company Limited                 holds 45 percent
2.    BTS Group Holdings Public Company Limited            holds 35 percent
3.    Sino- Thai Engineering and Construction Public Company Limited    holds 20 
percent

The Board of Directors of U-Tapao International Aviation Company Limited

1.    Mr. Prasert Prasarttong-Osoth
2.    Mr. Puttipong Prasarttong-Osoth
3.    Mr. Pradit Theekakul
4.    Mr. Anawat Leelawatwattana
5.    Mr. Keeree Kanjanapas
6.    Mr. Surapong Laoha-Unya
7.    Mr. Kong Chi Keung
8.    Mr. Pakpoom Srichamni
9.    Mrs. Jaikaew Tejapijaya

5. Total value of consideration
The investment value of the Company is 20percent of shares in U-Tapao 
International Aviation Company Limited, with a total investment value of 1,800
million baht.

6. Basis used to determine the value of consideration
The Company uses par value for the establishment of U-Tapao International 
Aviation Company Limited as a basis for determining the value of consideration.

7. Expected Benefits for the Company
The Company will invest in U-Tapao International Aviation Company Limited, as a 
long-term investment, which will increase the revenue for the Company apart from
the income from the main business of the Company. The Company expects to
receive benefits in form of the dividend from U-Tapao International Aviation
Company Limited throughout the 50 years period.

8. Other Conditions that effect to the Shareholders
None

9. Sources of Fund
The Company has various sources of fund such as working capital, cash from, 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. 2/2019 convened on March 15th, 2019 and the 
Board of Directors Meeting No. 3/2020 convened on June 10th, 2020 approved,
without objection, that the asset acquisition in U-Tapao International Aviation
Company Limited, and the Public-Private Partnership Agreement signing for the
development of U-Tapao Airport and Eastern Aviation City project of U-Tapao
International Aviation Company Limited is appropriate and beneficial to the
Company and shareholders. The said transaction will support the Company to have
an income from dividends that will be received from U-Tapao International
Aviation Company Limited throughout the 50 years period.

12. The opinions of the audit committee and/or directors of the company that are
 different from the opinions of the board of directors
    None
    

The Company certifies that the information in this report form is true and 
complete in all respects.


Sincerely yours,



Mr. Pakpoom Srichamni
President


Company Secretary Office
Phone: 0 2610 4900 Ext. 1550, 1992
Fax: 0 2259 4427
______________________________________________________________________
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