News Detail

Date/Time
06 Oct 2020 17:12:00
Headline
The Purchase of Business of STIT Co., Ltd. and Convening EGM No.1/2020 (Amendment)
Symbol
STEC
Source
STEC
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                Schedule of Shareholders' meeting

Subject                                  : Schedule of Extra-General Meeting of 
Shareholders
Date of Board resolution                 : 24-Sep-2020
Shareholder's meeting date               : 27-Nov-2020
Beginning time of meeting (h:mm)         : 10 : 00
Record date for the right to attend the  : 08-Oct-2020
meeting
Ex-meeting date                          : 07-Oct-2020
Significant agenda item                  :
  - Acquisition and disposition of assets
  - Connected transaction
Venue of the meeting                     : At the Company's conference rooms 
located at 30th Floor, No. 32/60, Sino-Thai Tower, Sukhumvit 21 Road (Soi
Asoke), Klongtoey Nua Sub-district, Wattana District, Bangkok Metropolis.
Remark (Update)                          :
ST/2020/0438
    
    September 24, 2020

Subject:    Notification of Resolutions of the Board of Directors Meeting No. 
5/2020 regarding the Purchase of Business of STIT Co., Ltd. by way of
Acquisition of entire 13,500,000 shares and the Connected Transaction, and
Convening Extraordinary Meeting of Shareholders No.1/2020 (Amendment)

To:    Directors and Managers of the Stock Exchange of Thailand

Enclosure:    Information Memorandum on the connected transaction resulted from the
purchase of the business of STIT Co., Ltd. by way of acquisition of entire
13,500,000 shares, and other related conditions ("Information Memorandum on the
Connected Transaction")

Whereas, the Board of Directors of Sino-Thai Engineering & Construction Public 
Company Limited (the "Company") convened the Board of Directors Meeting No.
5/2020 at 10.00 - 11.30 hours on September 24, 2020, the Company would like to
report the resolutions adopted at the said meeting as follows:

1.    Approved the purchase of the Business of STIT Co., Ltd. ("STIT") by way of 
acquisition of entire (100%) 13,500,000 shares with the nominal par value of 10
Baht each at the total purchase price of 674,487,000 Baht or 49.962 Baht per
share with the interest expenses amounting to 19,042,576 Baht, totaling
693,529,576 Baht which will contain only Operating Assets including other
related conditions from STP&I Public Company Limited (STPI) amounting to
13,499,993 shares and from other four minority shareholders totaling 7 shares,
details of which as appeared in the Enclosure "Information Memorandum on the
Connected Transaction", and according to the conditions for sale, STPI shall
proceed following matters:
-    Condition Precedent
1)    To dispose of its land under title deed no. 146558 with an area of 10-1-13.7 
Rais, locating at Lam Luk Ka District, Pathum Thani Province, which is part of
the business location of STIT, at the price of 63,762,350 Baht.
2)    STPI shall purchase all shares in STIT 2011 Co., Ltd. ("STIT2011"- a 
subsidiary of STIT) at the price equal to the book value adjusted with estimated
expenses relating to the legal consulting fee of 8 Million Baht (according to
the financial statements as of June 30, 2020, reflecting 65,251,956 Baht) and
amount of tax refund to be received and/or the actual amount awarded from
winning the case.
3)    To negotiate with the financial institution for maintaining current financial
 facilities granted to STIT.
4)    The transaction must be approved from the Extraordinary General Meeting of 
Shareholders No. 1/2020 which will be held on 27 November 2020, so STPI and STEC
could process the transaction and the Company shall pay the 1st installment
including processing the shares' transfer by the end of December 2020.
-    Other Condition: Within 30 days from sale completion date, the financial 
statements of both STIT and STIT2011 shall be made by adjustment of sale price
based upon the agreed principle.

CONSIDERATION OF CALCULATION OF THE SIZE OF TRANSACTION

Consideration of Assets Acquisition or Disposal Transaction:  [Pursuant to the 
Notification of the Capital Market Supervisory Board TorChor.20/2551 Re: Rules
on Entering into Major Transactions Deemed as Acquisition or Disposal of Assets,
as amended, and the Notification of the Board Governors of the Stock Exchange
of Thailand Re: Disclosure of Information and Other Acts of Listed Companies
Concerning the Acquisition or Disposal of Assets, B.E. 2547 (2004), dated
October 29, 2004, as amended. (collectively referred to as the "Notifications on
 Assets Acquisition or Disposal")]

When consideration of calculation result of the transaction according to 
Notifications on Assets Acquisition or Disposal:  The calculation result of the
transaction was made by applying Net Tangible Assets Value Basis (NTA) according
to the Company's consolidated financial statements ended June 30, 2020, showing
the highest value of  3.63%, and the Company has no acquisition of assets
transactions undertaken by the Company during the past 6 months, this resulted
in the total transactions to 3.63 % which is lower than 15%.  The Company shall
not be required to seek shareholders' approval, pursuant to Notifications on
Assets Acquisition or Disposal.


Consideration of Connected Transaction [Pursuant to the Notification of the 
Capital Market Supervisory Board TorChor.21/2551 Re: Rules on Connected
Transactions, dated August 31, 2008, as amended, and the Notification of the
Board Governors of the Stock Exchange of Thailand Re: Disclosure of Information
and Other Acts of Listed Companies Concerning the Connected Transactions
B.E.2546 (2003) dated November 19, 2003, as amended. (collectively referred to
as the "Connected Transaction Notifications")]

When consideration of the Connected Transaction: Major Shareholders in STEC are 
Major Shareholders in STPI. As such, said transaction deems as a connected
transaction under Type 4 (transaction relating to the purchase of
assets/services). The size of the connected transaction is equal to 693,529,576
Baht (Purchase Price of STIT's shares) which is more than 424 Million or
exceeding 3% of net intangible assets value according to the Company's
consolidated financial statements (details of which are as per the Information
Memorandum on the Connected Transaction). According to the Connected Transaction
Notifications, the Company shall disclose information of the transaction to the
Stock Exchange of Thailand and shall obtain approval from the Company'
shareholders with the vote of not less than three-fourths of the total votes of
the shareholders attending the meeting and have the right to vote, excluding the
 votes of interested shareholders.

2.    Approved the appointment of Country Group Advisory Co., Ltd., as the 
Independent Financial Advisor; whose name is under the Office of the Securities
and Exchange Commission's Independent Financial Advisors (IFA) Approved List, to
provide opinion on the purchase of the Business of STIT to the Company's
shareholders.

3.    Approved to convene Extraordinary Meeting of Shareholders No.1/2020, 
determination of matters to be discussed at the meeting and the record date for
determining the shareholders who are eligible to attend and vote at the said
Meeting (Record Date) as follows:

-    Date & Time set for the Extraordinary Meeting of Shareholders:   at 10:00 
hours on Friday, November 27, 2020.
-    Venue:  At the Company's conference rooms located at 30th Floor, No. 32/60, 
Sino-Thai Tower, Sukhumvit 21 Road (Soi Asoke), Klongtoey Nua Sub-district,
Wattana District, Bangkok Metropolis.
-    Matters to be transacted at the meeting are:
1.    To consider and approve the minutes of Annual General Meeting of Shareholders
 No. 26/2020;
    2.    To consider and approve the purchase of the Business of STIT Co., Ltd. 
(Business) by way of acquisition of entire 13,500,000 shares, at the nominal of
10 Baht and other related conditions from STP&I Public Company Limited and other
 four minority shareholders ; and
3.    Other business (if any).

-    The Record Date for determining the shareholders who are eligible to attend 
and vote at the Shareholders Meeting:   October 8, 2020.

The Company would clarify that Mr. Chamni Janchai, Police General Jate 
Mongkolhutthi, Mr. Masthawin Charnvirakul, and Mrs. Anilrat Nitisaroj, the
Company's directors who have a conflict of interest did not participate in
voting for all matters as mentioned above.

The Company would add that the undertaking of the transaction as mentioned in 
item no.1 above is the Connected Transaction. Whereas STPI is a listed company
that is obligated to comply with all legal requirements including disclosure of
the business transaction as mentioned in item no. 1 above pursuant to the
Connected Transaction Notifications.   Therefore, STPI shall obtain approvals
from its board of directors and shareholders too. The Company's shareholders
then should consider information to be disclosed by STPI altogether.

As to the method for holding the shareholders meeting under this COVID-19 
pandemic situation, the Company has monitored the situation of the COVID-19
pandemic at all times and has the highest concern for the health and safety of
its Shareholders, Directors, Executives, and the Company's staffs, including all
related parties.  For this Extraordinary Meeting of Shareholders, the Company
will still strictly follow the practice guidelines relating to the arrangement
of the meeting according to the Order of Center for COVID-19 Situation
Administration No.3/2563, dated May 16, 2020, concerning "Pre-meeting
arrangement - Meeting proceeding - and Post-meeting arrangement."   As such, for
the safety and health of all the Shareholders, the Company requests the
Shareholders to consider the appointment of the Company's independent directors
to act as their proxies for attending and voting on their behalf at the said
meeting via a proxy form whereby they can indicate their votes for every agenda
item in advance. Therefore, the Company will send a proxy form and the names of
the independent directors that will be nominated as proxy-holder together with
the Notice for summoning this shareholders' meeting accordingly.

The Company will also inform you of the Measures and Guidelines for attendees 
when attending the Extraordinary Meeting of Shareholders in details together
with the Notice for summoning this annual shareholders' meeting, via the
Company's website (www.stecon.co.th) and the Stock Exchange of Thailand's
website.  We request that you follow up on the Company's news via such channels
accordingly.
    
The Company provides this information for your acknowledgment and dissemination 
to the public and other investors.

    
    Sincerely yours,
    Sino-Thai Engineering & Construction Public Company Limited




    (Mr. Pakpoom Srichamni)
    President
______________________________________________________________________

Connected transaction

Consideration of Connected Transaction [Pursuant to the Notification of the 
Capital Market Supervisory Board TorChor.21/2551 Re: Rules on Connected
Transactions, dated August 31, 2008, as amended, and the Notification of the
Board Governors of the Stock Exchange of Thailand Re: Disclosure of Information
and Other Acts of Listed Companies Concerning the Connected Transactions
B.E.2546 (2003) dated November 19, 2003, as amended. (collectively referred to
as the "Connected Transaction Notifications")]

When consideration of the Connected Transaction: Major Shareholders in STEC are 
Major Shareholders in STPI. As such, said transaction deems as a connected
transaction under Type 4 (transaction relating to the purchase of
assets/services). The size of the connected transaction is equal to 693,529,576
Baht (Purchase Price of STIT's shares) which is more than 424 Million or
exceeding 3% of net intangible assets value according to the Company's
consolidated financial statements (details of which are as per the Information
Memorandum on the Connected Transaction). According to the Connected Transaction
Notifications, the Company shall disclose information of the transaction to the
Stock Exchange of Thailand and shall obtain approval from the Company'
shareholders with the vote of not less than three-fourths of the total votes of
the shareholders attending the meeting and have the right to vote, excluding the
 votes of interested shareholders.
______________________________________________________________________

Acquisition or disposition of assets

Consideration of Assets Acquisition or Disposal Transaction:  [Pursuant to the 
Notification of the Capital Market Supervisory Board TorChor.20/2551 Re: Rules
on Entering into Major Transactions Deemed as Acquisition or Disposal of Assets,
as amended, and the Notification of the Board Governors of the Stock Exchange
of Thailand Re: Disclosure of Information and Other Acts of Listed Companies
Concerning the Acquisition or Disposal of Assets, B.E. 2547 (2004), dated
October 29, 2004, as amended. (collectively referred to as the "Notifications on
 Assets Acquisition or Disposal")]

When consideration of calculation result of the transaction according to 
Notifications on Assets Acquisition or Disposal:  The calculation result of the
transaction was made by applying Net Tangible Assets Value Basis (NTA) according
to the Company's consolidated financial statements ended June 30, 2020, showing
the highest value of  3.63%, and the Company has no acquisition of assets
transactions undertaken by the Company during the past 6 months, this resulted
in the total transactions to 3.63 % which is lower than 15%.  The Company shall
not be required to seek shareholders' approval, pursuant to Notifications on
Assets Acquisition or Disposal.
______________________________________________________________________
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.