News Detail

Date/Time
07 Oct 2021 12:37:00
Headline
Report on the progress concerning the loan and entry into a debt settlement transaction (Addition)
Symbol
AQ
Source
AQ
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                -Translation-
SET. 025/2021    
20 September 2021
Subject:      Report on the progress of loans and entering into the transaction of 
transferring assets to settle debt (Additional)
To:              Directors and the Manager
                      The Stock Exchange of Thailand
Attachment:   Letter of AQ Estate Public Company Limited SET. 016/2021 dated 8 
June 2021
AQ Estate Public Company Limited ("the Company") has reported the progress of 
the loan to Krungthai Land Development Company Limited ("KT Land") according to
the letter referenced therein, the current progress is as follow.
The Board of Directors Meeting No. 5/2021, dated 17 September 2021, resolved to 
approve the transaction of transferring assets and repaying debts under the Loan
Agreement dated 1 March 2019 ("Loan Agreement") with KT Land and other parties
to the agreement who are not connected persons of the Company, whereby KT Land
has proposed to take 646,368 ordinary shares (equivalent to 0.60%) in Wind
Energy Holding Company Limited ("WEH"). Such shares consisted of (1) 220,000
shares of Mr. Tossaporn Buasub ("Khun Thosaporn") (shares No. 52677950 to
52897949), which were pledged as collateral for debt repayment of loan
receivables under loan agreements to the Company 2) 426,368 shares of Mrs.
Jariya Buasub ("Khun Jariya") (shares No. 56177950 to 56604317, which were
pledged to guarantee the payment of debts of Planet Energy Holding Co., Ltd.
under a total of 8 bills of exchange (B/E bills) to transfer assets for debt
settlement under the loan agreement. In this regard, the shares that will be
used to repay such debt are worth 484.18 baht per share, or the total amount is
312,958,458.24 by referring to the appraised value of WEH shares as of 30
November 2020 and has been audited by Capital Advantage Company Limited, a
financial advisor named in the list of financial advisors of the Securities and
Exchange Commission. The reason for using the appraisal price on November 30,
2020, the company uses the lowest appraisal price and the Company believes that
the above price is not significant to the current price. After the transfer of
Wind Energy Holding (WEH) shares, the Company will hold 2,146,368 ordinary
shares in Wind Energy Holding Company Limited (WEH) in the amount of 2,146,368
shares or equivalent to 1.98 and on 20 September 2021, on 20 September 2021,
646,368 shares to be transferred to repay such debt have been transferred to the
 name of AQ Estate Public Company Limited.
In any case, the information is examined by the Company's legal advisor prior to
the transaction. The Company acknowledges from its legal advisors that shares
used for transferring assets to pay debts may be subject to an order of
temporary protection of the South Bangkok Court in Undecided Case No. 1031/2019
in which the court has prohibited WEH from paying any dividends to such
shareholders. However, due to the limited access to WEH stock information, the
Company is unable to definitively verify this fact. The Company would like to
inform that in considering and approving the transfer of assets to repay debts
with loans of Krungthai Land Co., Ltd., the Board of Directors has taken into
account and exercised caution in considering and approving to enter into such
transaction. The Board of Directors has specified that the appraised value is
the lowest price range of 484.18 baht per share (Base Case) in determining the
value of WEH shares in order to transfer assets to repay loans with Krungthai
Land Co., Ltd.(In the Sensitivity Analysis, the appraised price range is at
684.99-809.16 baht per share) and in addition, for the transfer of assets to pay
debts, the company therefore stipulates term and conditions to protect the
Company's benefits in the agreement if in the event of an incident and or any
claim by a third party regarding the shares under agreement which results in the
Company losing any ownership of the shares according to the agreement. The
Company is still able to claim from KTL, therefore, considering the advantages
and disadvantages as well as the impact of entering into the transaction, the
Company considers that debt settlement should be beneficial to the Company
rather than not entering the transaction. The Company is of the opinion that the
transfer of assets to pay off debts should be more beneficial to the Company
than not entering into the transaction.
In addition, the outstanding debt under the loan agreement as of 17 September 
2021 is equal to 466,886,542.11 baht, divided into the principal amount of debt
412,144,693.51 baht and interest debt at the rate of 6.00 % per year, amounting
to 54,741,848.60 baht. In this regard, the Company expects that the transaction
regarding the transfer of assets for settlement of debt will be completed by 30
September 2021 and it is expected that the remaining debt after entering into
the transaction will be approximately 153,928,083.87 baht. KT Land will continue
to have a duty to repay the remaining debt as well as any accumulated interest
on the remaining debt until the full amount is paid. However, KT Land may
present any assets to the Company in order to repay the remaining debt by
transferring the assets to repay the debt next. The loan under the contract will
be due on 30 September 2021 and must request a resolution of the Board of
Directors whether to extend the repayment period or not. The remaining payment
must be subject to conditions as agreed by the Company and KT Land in writing
and must request a resolution from the Board of Directors as of 20 September
2021.The company received the remaining debt payment in cash amounting to
154,352,874.08 baht.
In case of calculating the transaction size, the transaction does not fall 
within the scope of the transaction that the company is obliged to disclose
information in accordance with the Notification of the Capital Market
Supervisory Board No. TorJor. 20/2008 Re: Criteria for making significant
transactions that are considered to be acquiring or disposing of assets and the
Notification of the Board of Governors of the Stock Exchange of Thailand Re:
Disclosure of Information and Acts of Listed Companies Concerning the
Acquisition or Disposition of Assets B.E. 2547 (including any amendments
thereto) ("Announcement of items acquired or disposed"). However, the Company
deems it appropriate to disclose information about the transaction to the Stock
Exchange of Thailand ("SET") because entering into this transaction is related
to the loan agreement which the Stock Exchange and investors have always been
interested in.




















    










Therefore, please be informed accordingly.
 


    Yours Sincerely,    

(Mr. Chamnarn Wangtal)    (Mr. Michael Alexander William Fernandez)
         Director                                            Director
______________________________________________________________________
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