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Date/Time
25 Oct 2021 12:54:00
Headline
Information Memorandum Re the Asset Acquisition of AQ Estate Public Company Limited (ADDED)
Symbol
AQ
Source
AQ
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                Information Memorandum Re the Asset Acquisition of AQ Estate Public Company 
Limited

The meeting of the Board of Directors of AQ Estate Public Company Limited (the 
"Company") No. 6/2564 convened on 30 September 2021 has resolved to approve the
Company's entering into a debt settlement transaction in accordance with the
bill of exchange (BE) of Planet Energy Holding Pte. Ltd. ("PEH"); details of the
BE appear in the enclosure ("BE"). PEH has proposed to use 2,252,716 ordinary
shares of Green Earth Power Thailand Co., Ltd. ("GEP Thailand")(equivalent to 10
percent of the registered capital of GEP Thailand) with a value of THB 533.78
per share, or totaling THB 1,202,454,746.48, to settle the debt under the BE at
the amount of THB 1,202,449,223.38 . This debt amount comprises a principal of
THB 1,072,160,010.50 and debt interests at the rate of 6.50 percent per year of
THB 130,289,212.88.
Entering into the abovementioned BE debt settlement transaction is deemed an 
asset acquisition in accordance with the Notification of the Capital Market
Supervisory Board No. TorChor. 20/2551 (2008) Re: Rule on Entering into Material
Transactions Deemed as Acquisition or Disposal of Asset dated 31 August 2008
(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 or Disposal of Asset B.E. 2547 (2004) dated
29 October 2004 (as amended) (the two notifications shall be collectively
referred to as "Notifications on Acquisition or Disposal of Assets"). When
considering the size of the abovementioned transaction using calculations made
according to the different criteria of the Notifications on Acquisition or
Disposal of Assets based on the Company's consolidated financial statements for
the six-month period ended 30 June 2021 reviewed by certified auditors, the
highest transaction value is equivalent to 19.17 percent according to the total
value of consideration criterion and when taking into account other asset
acquisition transactions of the Company and the Company's subsidiaries in the
six months prior to the date the Board of Directors resolved to approve entering
into this asset acquisition, the highest transaction value will be equivalent
to 24.15 percent according to the total value of consideration criterion.
Therefore, this transaction is considered a Class 2 transaction according to
the Notifications on Acquisition or Disposal of Assets where the total value of
the transaction is or is more than 15 percent but less than 50 percent.
Accordingly, the Company is required to provide an Information Memorandum
regarding the transaction to the Stock Exchange of Thailand ("SET") and send a
circular notice to its shareholders within 21 days from the day the Company
discloses the transaction to the SET.
However, entering into the abovementioned transaction is not deemed a connected 
transaction of a listed company according to the Notification of the Capital
Market Supervisory Board No. TorChor. 21/2551 (2008) 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 B.E. 2546 (2003) (as
amended)(the two notifications shall be collectively referred to as the
"Notifications on Connected Transactions").

The Company would therefore like to provide the details of the abovementioned 
transaction as follows:
(1)    Date of Transaction
On 30 September 2021The Baord of Directors approved the settlement of debt, 
subject to the satisfaction of the key conditions precedent referred to in 3.1
(2)    The Parties involved and Their Relationship with the Listed Company
Creditor    :    The Company
Debtor    :    PEH
Relationship with the Listed Company    :    PEH is not a person connected to the 
Company according to the Notifications on Connected Transactions.
(3)    General Features of the Transaction, Type and Size of the Transaction
3.1    General Features of the Transaction
The Company is entering into a debt settlement transaction in accordance with 
the bill of exchange (BE) of PEH whereby PEH has proposed to use 2,252,716
ordinary shares of GEP Thailand (equivalent to 10 percent of the registered
capital of GEP Thailand) having a total value of THB 1,202,454,746.48 to settle
the debt under the BE of THB 1,202,449,223.38. This debt amount comprises a
principal of THB 1,072,160,010.50 and debt interests at the rate of 6.50 percent
 per year of THB 130,289,212.88.
The value of THB 533.78 per share is the share price offered by PEH to the 
Company for settlement. Such offered price is a value within the range of THB
271 - 597 per share or totaling THB 609,436,080  - 1,344,090,213, which is based
on the price of the GEP Thailand shares appraised on 7 June 2021 by Orion
Advisory Co., Ltd. After having been transferred the GEP Thailand shares, the
Company will hold 2,252,716 ordinary shares in GEP Thailand or equivalent to 10
percent of the registered capital of GEP Thailand. The Company's Board of
Directors views that the offered price by PEH is range 271-597 Baht analysis by
FA, therefore The Company's Board of Directors are acceptable approves that the
Company may enter into the transaction.
The outstanding debt under the BE as of 30 September 2021 amounts to THB 
1,202,449,223.38 comprising a principal of THB 1,072,160,010.50 and debt
interests at the rate of 6.50 percent per year of THB 130,289,212.88, subject to
 the following key conditions precedent:
1)    PEH shall have been transferred 2,252,716 GEP Thailand shares, such shares 
being fully paid-up shares, from Noble Planet Pte. Ltd. ("Noble") for the
settlement of the debt under the BE (PEH and Noble have the same major
shareholder and PEH has entered into an agreement with Noble in order to use GEP
Thailand shares held by Noble to settle outstanding debts of PEH under the BE);
 and
2)    The share transfer shall have obtained the consent, waiver, or approval from 
the contractual parties or any third party in accordance with important
documents relating to the entering this transaction.
3)    Time line predicted within 31 December 2021.
3.2     Type and Size of the Transaction
When considering the size of the abovementioned transaction using calculations 
made according to the different criteria of the Notifications on Acquisition or
Disposal of Assets based on the Company's consolidated financial statements for
the six-month period ended 30 June 2021 reviewed by certified auditors, the
highest transaction value is equivalent to 19.17 percent according to the total
value of consideration criterion and when taking into account other asset
acquisition transactions of the Company and the Company's subsidiaries in the
six months prior to the date the Board of Directors resolved to approve entering
into this asset acquisition, the highest transaction value will be equivalent
to 24.15 percent according to the total value of consideration criterion.
Therefore, this transaction is considered a Class 2 transaction according to the
 Notifications on Acquisition or Disposal of Assets with the following details:

Transaction Size Calculation Criteria    Calculation Formula
1.    Net Tangible Assets Basis (NTA)    =    (Sum of percentage of shares to be acquired
x Net asset value of the company to be acquired) x 100 / Net asset value of the
 purchasing company
    =    (10% X THB 1,763.54 million1/) / THB 2,693.89 million2/
    =    6.55 percent
2.    Net after-tax profit from the normal course of business operation    =    (Sum of 
percentage of shares to be acquired x Net after-tax profit of the company to be
acquired) x 100 / Net after-tax profit of the purchasing company
    =    The calculation cannot be made as the Company has a loss from operations3/
3.    Total Value of Consideration    =    (Value of ordinary shares to be paid / Net 
asset value of the purchasing company) x 100
    =    (THB 1,202.45 million/ THB 6,274.18 Million) x 100
    =    19.17 percent
4.    Value of securities issued by the listed company in consideration of the 
assets to be acquired    =    No. of shares issued in consideration of the assets x
100 / No. of issued and paid-up shares of the purchasing company
    =    The calculation cannot be made as the Company did not issue shares in 
consideration of the assets to be acquired.
Note:
1/ The NTA of GEP Thailand = total asset of THB 3,634.54 million - intangible 
assets of THB 72.87 million - total debt of THB 1,798.13 million based on the
consolidated financial statements of GEP Thailand for the year ended 31 December
 2020.
2/ The NTA of the Company = total assets of THB 6,274.18 million - intangible 
assets of THB 0.93 million - total debt of THB 3,579.33 million -
non-controlling interests of THB 0.03 million based on the Company's
consolidated financial statement for the six-month period ended 30 June 2021.
3/ Based on the audited financial statements of GEP Thailand for the year ended 
31 December 2020.
4/ Based on the reviewed financial statements of the Company for the six-month 
period ended 30 June 2021.
Accordingly, the Company is required to provide an Information Memorandum 
regarding the transaction to the SET and send a circular notice to its
shareholders within 21 days from the day Company discloses the transaction to
the SET.
(4)    Details of the Acquired Asset
The Company entered into the debt settlement transaction to settle PEH's debt 
under the BE whereby PEH has proposed to use 2,252,716 ordinary shares of GEP
Thailand (equivalent to 10 percent of the registered capital of GEP Thailand).
GEP Thailand has the following general features.
4.1    Name of Company    :    Green Earth Power Thailand Co., Ltd.
4.2    Date of Registration    :    30 April 1985
4.3    Address    :    33/4 The Nine Tower Grand Rama 9, 36th Floor, Huai Khwang 
Subdistrict, Huai Khwang District, Bangkok.
4.4    Registered and paid-up capital     :    The registered capital is THB 
2,252,716,300 and the paid-up capital is THB 1,658,290,058.13
4.5    Number of shares sold     :    22,527,163 shares
4.6    Par value     :    THB 100
4.7    Persons connected to the registered company     :     The Company, GEP Thailand, 
and the shareholders of GEP Thailand are not connected to each other.
Additionally, GEP Thailand and the shareholders of GEP Thailand are not persons
connected to the Company according to the Notifications re Connected
Transactions.
4.8    Number of shares that will be acquired     :    2,252,716  shares
4.9    Post-acquisition shareholding percentage     :    10 percent
4.10     The Business Structure before and after the Transaction
The details of the list of GEP Thailand shareholders as of now are and after the
 transaction will be as follows:
No.    List of Shareholders    Pre-transaction    Post-transaction
        No. of Shares (Shares)    Shareholding Percentage based on Paid-up Capital 
(%)    No. of Shares (Shares)    Shareholding Percentage based on Paid-up Capital (%)
1    Scan Inter Public Company Limited    9,010,866    40    9,010,866    40
2    Noble Planet Pte. Ltd.    6,307,604    28    4,054,888      18
3    ECF Power Co., Ltd.    4,505,433    20    4,505,433    20
4    META Corporation Public Company Limited    2,703,260    12    2,703,260    12
5    AQ Estate Public Company Limited    -    -    2,252,716    10
    Total    22,527,163    100.00    22,527,163    100.00

 4.11     GEP Thailand has 11 directors comprising:
1.    Mr. Thanchart Kijpipit
2.    Mr. Ruettee Kijpipit
3.    Mr. Aung Thiha
4.    Mr. Supasit Pokinjaruras
5.    Mr. Arak Suksawat
6.    Mrs. Salinee Wangtal
7.    Mr. Vichien Usanachoti
8.    Mr. Veerasuk Puengrasamee
9.    Mr. Taluebadee Arunontchai
10.    Mr. Paiboon Arunprasobuk; and
11.    Miss Yaowarote Klinboon
4.12     Nature of Business
GEP Thailand was established on 30 April 1985 as a holding company with the 
principal purpose of investing in companies that are engaged in the business of
renewable energy power plant project development and management. It is the
holder of 100 of the shares sold of GEP (Myanmar) Company Limited ("GEP
Myanmar"), a company incorporated under the laws of Myanmar in 2006. GEP Myanmar
has constructed and developed a solar power plant project with a production
capacity of 220 megawatt ("MW") in Minbu, Myanmar.  It has signed a power
purchase agreement ("PPA") with the Myanmar Electric Power Enterprise (MEPE),
which later changed its name to the Electric Power Generation Enterprise (EPGE)
and is under the Ministry of Ministry of Electricity and Energy of Myanmar
(MOEE). The project comprises four phases. Phase 1 will have a production
capacity of 50 MW and in this phase, the company started to realize income and
commercially distribute electricity from 27 September 2019. Construction under
Phases 2 and 3 commenced in August and October, 2020, respectively.
4.13     Financial Information
The key financial information of GEP Thailand is provided below:
Summary of the Comprehensive Income Statement
Item    Income Statement
    2018    2019    2020
    THB Million    THB Million    THB Million
Revenue from the concession contract under the PPA       1,312.72           835.83       
    318.74
Capital from the concession agreement from the PPA    1,312.72     759.10     71.73
Gross Profit     -                76.73             247.01
Other income    0.09              1.59              0.73
Administrative expenses    40.45     52.32    65.13
Net profit (loss) from currency exchange    (3.72)     (10.76)              2.13
Profit (loss) before cost of capital and income tax    (44.08)    15.24    184.75
Cost of capital     0.32    1.83    2.82
Income tax expense    -    23.41    1.97
Net profit (loss) for the year    (44.40)    (10.00)    179.96
Summary of the Financial Position
Item    Balance Sheet
    2018    2019    2020
    THB Million    %    THB Million    %    THB Million    %
Cash and cash equivalents    1.28    0.07    6.71    0.25    15.17    0.42
Debtors under the concession contract and other debtors 
    210.53    11.23    46.64    1.76    90.01    2.48
Debtors under long-term concession 
contracts    1,556.05    83.02    2,211.16    83.39    2,147.85    59.10
Land, building and equipment    7.74    0.41    5.77    0.22    76.22    2.10
Other assets    98.71    5.27    381.47    14.39    1,305.29    35.91
Total assets    1,874.31    100.00    2,651.74    100.00    3,634.54    100.00
Short-term loans    5.80    0.31    24.80    0.94    197.00    5.42
Creditors for power plant construction expenses and other 
creditors    1,571.42    83.84    2,258.44    85.17    1,565.73    43.08
Other debt    0.47    0.03    23.64    0.89    35.39    0.97
Total debt    1,577.70    84.17    2,306.88    86.99    1,798.13    49.47
Registered capital    155.76    8.31    215.76    8.14    2,252.72    61.98
Paid-up registered capital    155.76    8.31    215.76    8.14    1,658.33    45.63
Premium on common shares    364.62    19.45    364.62    13.75    206.53    5.68
Accumulated profit (loss)    (208.43)    (11.12)    (218.65)    (8.25)    58.17    1.60
Other components of shareholder's 
equity    (5.09)    (0.27)    (16.86)    (0.64)    (86.63)    (2.38)
Total shareholders 'equity    296.61    15.83    344.87    13.01    1,863.40    51.27
Total debt and shareholders' 
equity    1,874.31    100.00    2,651.74    100.00    3,634.54    100.00
Note: For the years 2018 and 2019, the financial statements were audited by KPMG
Phoomchai Audit Co., Ltd., while for 2020, the financial statements were
audited by PricewaterhouseCooper ABAS Ltd.

(5)    Total Value of Consideration, Value of the Asset that will be acquired, the 
Criteria for Determining the Total Value of Consideration and the Condition of
Payment
-    Total Value of Consideration and Value of the Asset that will be acquired
The GEP Thailand shares that will be used to settle the debt have a value of THB
533.78 per share, or totaling THB 1,202,454,746.48. This share value is based
on the price of GEP Thailand shares appraised on 7 June 2021 by Orion Advisory
Co., Ltd. After having been transferred the GEP Thailand shares, the Company
will hold 2,252,716 ordinary shares in GEP Thailand or equivalent to 10 percent
of the registered capital of GEP Thailand. The outstanding debt under the BE as
of 30 September 2021 amounts to THB 1,202,449,223.38 comprising a principal of
THB 1,072,160,010.50 and debt interests at the rate of 6.50 percent per year of
THB 130,289,212.88.
-    Criteria for Determining the Total Value of Consideration
The value of the consideration for the purchase of 2,252,716 GEP Thailand 
shares, or equivalent to 10 percent of the total registered capital of GEP
Thailand, with a value of the shares obtained from an appraisal using the
discounted cash flow (DCF) method in the range of THB 271 - 597 per share, is a
value that has been obtained from negotiations between the Company and the
Seller and/or the person who will settle the debt and is based on the project's
feasibility analysis conducted by the financial advisor, Orion Advisory Co.,
Ltd. as per the following details:
-    Economic internal rate of return (EIRR) = 4.74 -  8.60 percent per year
-    Return on investment period = 12.83 - 15.66  years
The Company who will hold 10 percent of the registered capital of GEP Thailand 
after the transaction, will not have any further obligations to increase its
capital investments for the construction of the solar power plants with a
production capacity of 220 MW in Minbu, Myanmar, as the Company will have
obtained fully-paid GEP Thailand shares from the seller.

-    Condition of the Debt Settlement
The condition of payment in entering into each part of this transaction is in 
accordance with the key conditions precedent that will be specified in the debt
settlement transaction. Please see the details in 3.1 General Features of the
Transaction.
(6)    Expected Benefits to the Company
6.1  It builds up on and expands the Company's renewable energy business from 
its current investment in wind power projects.
6.2  It is an expansion of the Company's investment into a new country in the 
region and the Company sees growth opportunities in the energy sector in
Republic of the Union of Myanmar.
6.3  It facilitates the provision of opportunities to continuously increase 
revenue from an investment with a an appropriate rate of return and diversifies
the risks relating to revenue from the Company's business operations as the
Company's core business is the real estate and hospitality businesses which have
been heavily affected during the Covid-19 pandemic. Investment in an energy
business with steady income will increase the Company's liquidity and financial
potential.
6.4 It will enhance the Company's business operations capabilities in the 
long-term as the power generation and electricity distribution business is a
business with low volatility; the Company will be receiving consideration from
its sales of electricity to the government of the Republic of the Union of
Myanmar under the PPA for a period of 30 years from the day commercial
operations commence in Phase 1. This will strengthen the Company's finance and
its long-term ability to compete in business.
6.5 It will build confidence among investors and make the Company's operations 
more interesting for investors. In operating the business of generating and
distributing electricity, especially as it is an international operation, will
open up opportunities to expand its energy business investment consistently and
more broadly in the future, both domestically and abroad.

(7)    Source of Financing for the Asset Purchase and Details of the Securities 
Issuance
PEH has proposed to use 2,252,716 GEP Thailand ordinary shares (equivalent to 10
percent of the registered capital of GEP Thailand) to settle the debt under the
BE at the amount of THB 1,202,449,223.38. This debt amount comprises a
principal of THB 1,072,160,010.50 and debt interests at the rate of 6.50 percent
per year of THB 125,019,353.14. The value of the GEP Thailand shares that will
be used to settle the debt is THB 533.78 per share, or equivalent to the total
amount of THB 1,202,454,746.48, which is based on the price of GEP Thailand
shares appraised on 7 June 2021 by Orion Advisory Co., Ltd. After having been
transferred the GEP Thailand shares, the Company will hold 2,252,716 ordinary
shares in GEP Thailand, or equivalent to 10 percent of the registered capital of
GEP Thailand. The outstanding debt under the BE as of 30 September 2021 amounts
 to THB 1,202,449,223.38.

(8)    Condition of the Transaction
As the abovementioned transaction is deemed a Class 2 transaction according to 
the Notifications on Asset Acquisition or Disposal, the Company is required to
provide an Information Memorandum regarding the Company's entering into such
transaction to the SET and shall send a circular notice to its shareholders
within 21 days from the day the Company discloses the transaction to the SET.

(9)    Opinion of the Board of Directors regarding the Transaction.
The meeting of the Board of Directors No. 6/2564 convened on 30 September 2021 
resolved to approve entering into the abovementioned transaction as after having
made considerations, the Board of Directors is of the opinion that PEH does not
yet have the capability to settle the debt by making a cash payment. This debt
settlement will therefore help the Company to be repaid from PEH who have owed
the Company for a long period. This will also enhance the Company's business
operations, in the long-term, in the power generation and electricity
distribution business which is subject to low volatility and has steady income.
This will enhance the Company's liquidity and financial potential.  The price of
the GEP Thailand shares that PEH have proposed to use to settle the debt is
valued at THB 533.78 per share. This value is within the range of THB 271 - 597
per share or totaling THB 609,436,080  - 1,344,090,213 which is based on the
price of GEP Thailand shares appraised on 7 June 2021 by Orion Advisory Co.,
Ltd. Therefore, the Company is of the opinion that this a reasonable price range
 for the transaction.
(10)    Opinion of the Audit Committee and/or the Directors of the Company which is
 different from the Opinion of the Board of Directors as specified in (9)
The Board of Directors have unanimously resolved to approve entering into this 
transaction and no member of the Audit Committee nor any director of the Company
have a different opinion from that of the Board of Directors mentioned above.
All members of the Audit Committee and the Board of Directors were present at
this meeting.
The Board of Directors hereby certify that the information contained in this 
Information Memorandum is true, complete, and accurate and is neither misleading
 nor does it omit material information that should be stated.


Please be informed accordingly.

Yours sincerely,


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