News Detail

Date/Time
21 Oct 2021 13:20:00
Headline
The Disposal of Investments in Subsidiary Company(Added)
Symbol
AQ
Source
AQ
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                Acquisition or disposition of assets

Translation-
 
SET.027/2021                                
  20 October 2021
Subject:    The Disposal of Investments in Subsidiary Company(Added)
To:    Directors and the Manager
The Stock Exchange of Thailand
AQ Estate Public Company Limited (the "Company") would like to inform that the 
Board of Directors' Meeting (the "Board of Directors") No. 7/2021, held on 20
October 2021 has passed the resolution approving the Company to dispose of all
shares in Free Zone Asset Company Limited ("Free Zone"), a subsidiary of the
Company in which the Company holds 100 percent of shares, conducting the
business of renting real estate, to Prospect Development Company Limited
("Prospect"). After the disposal of said shares, Free Zone will no longer be the
 Company's subsidiary. The details of the transaction are as follow.
The Board of Directors has passed the resolution to dispose of all shares in 
Free Zone in the amount of 1,824,998 shares at a price of approximately 54.79
Baht per share, totaling 100,000,000 Baht. One of the conditions of the sale and
purchase of shares is that Free Zone shall not have any outstanding debts,
loans and interest. Since Free Zone has outstanding loans and accrued interest
owed to the Company in the total amount of 181,584,511.91 Baht (divided into
loans amounting to 106,999,570.91 Baht and interest amounting to 74,584,941
Baht) and Free Zone has restrictions on finding the sources of the funds from
financial institutions or other sources of the funds. Therefore, Free Zone is
required to increase the registered capital in the amount of 181,500,000 Baht in
order to comply with the selling conditions. The Board of Directors' Meeting of
the Company No. 4/2021, held on 13 August 2021, and the Extraordinary General
Meeting 4/2021 of Free Zone held on 11 September 2021 have passed the resolution
to increase the capital of 181,500,000 Baht and Free Zone has already proceeded
with the registration of the capital increase on 20 September 2021. After
increasing the capital, Free Zone has the registered capital of 182,500,000
Baht, divided into 1,825,000 ordinary shares, at a price of 100 Baht per share,
having 1,824,998 shares held by the Company. Free Zone used the proceeds
received from the said capital increase to pay off debts to the Company until
there are no other liabilities owed to the Company.
Summary details are as follow
1.    Total value of Consideration: amount 100 million baht
2.    Term of payment: cash amount 50 million baht and 2 promissory notes 25 
million baht per issue and promissory note due 25 million baht total receive
amount 75 million Baht and promissory note have due within 17 November 2021
amount 25 million Baht.
3.    The criteria use to determine the value of the consideration: The sale price 
agreed by parties by the criteria of Discounted Cash Flow Approach that
negotiate further.
The Disposal of shares in Free Zone is considered the Company's disposal of 
assets, having the highest transaction size at 4.36 percent based on 'total
value of consideration paid or receive' criteria according to the consolidated
financial statements of Company as of 30 June 2021 reviewed by the Company's
auditor. When including other occurred assets disposal transactions during the
pass six months' period prior to the date on which the Board of Directors passed
the resolution entering into this assets disposal transactions, the highest
accumulated size of the transactions are equal to 14.62  percent according to
'total value of consideration paid or receive' criteria which is less than 15
percent. Thus, the Company is not required to disclose an information memorandum
under the Notification of Capital Market Supervisory Board No.Tor Chor. 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 and Disposition of Assets B.E.
2547 (2004) (as amended).
In addition, this disposal of shares in Free Zone is not considered as the 
connected transaction according to the Notification of Capital Market
Supervisory Board No.TorChor 21/2551 Re: Rules on Connected Transactions (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 Connected Transactions, 2003.
Please be informed accordingly,
Sincerely yours,
    (Mr. Chamnarn Wangtal)                (Mr. Michael Alexander William Fernandez)
                             Director                                                    
                      Director

AQ Square Building. 102 Rimklongbangkapi Road (Jaturatid Road), Bangkapi,
Huai Khwang District, Bangkok, Thailand, 10310
T:+662 033 5500   F: +662 033 5566
www.aqestate.com
                       
______________________________________________________________________
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.