07 Oct 2021 12:37:00
Report on the progress concerning the loan and entry into a debt settlement transaction (Addition)
-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 ______________________________________________________________________ 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.