BOD's resolution ; Call EGM, Asset Acquisition and Related Transactions (Revised transactions size)

Moreover, Mr. Adisak Naknouvatim, the former shareholder of T.A.S., with a possible conflict of interest, shall be abstained from the voting right at the Shareholders' Extraordinary Meeting to approve the transaction. 2.4 General characteristics of the transaction The transaction is worth of Baht 80 million with the future value investment of construction development of approximately Baht 220 million. The transaction size is at 22.20% of the total assets value of the Company and its subsidiaries with the calculation following the principles of total value of the return from the consolidated financial statement of the Company and its subsidiaries as ended September 30, 2010. Hence, the 6-month accumulated transaction size has been taken into account (when J M T Network Services Co., Ltd. ("The Subsidiary") entered the transaction to purchase purchasing Non Performing Loan (NPL) for management, totaling Baht 413 million, or 30.53%) which leads the acquired transaction size to meet the stipulated total value of the return of 52.73% of the total assets of the Company and its subsidiaries. It is indicated as the Asset Type 1 following the notification of acquisition/ disposal. Moreover, the transaction is the connected transaction of the listed companies following the notification of the connected transaction with the transaction size of 14.04% of the net tangible asset value of the Company it subsidiaries with the calculation from the consolidated financial statement of the Company and its subsidiaries as ended on September 30, 2010. 2.5 Details of acquired assets (1) Asset Characteristic : Plot of land (2) Location : RamKhamHaeng Rd., Sa Pan Soong Sub-District, Bueng Koom District, Bangkok (3) Title Deed : Title Deed No. 11712 (4) Price Assessment : Baht 114.29 million (5) Obligation : Mortgaged with financial institution (6) Ownership : T. A. S (7) Lawful affect : None 2.6 Total value of return and stipulation of return value Total value of return and stipulation of return value: Total cash Baht 80,000,000 million is lower than the fair price assessed by independent assessor. The total amount shall be completely paid on the transfer registration date at the land office. Expenditure related to transaction: The Purchaser shall be solely responsible for all expenses incurred in connection with the transfer of ownership including registration fees, stamp duties, taxes and any other expenses related to the purchase and sell of Land. The Seller shall be solely responsible for own personal income tax. 2.7 Source of fund and payment condition The Company's source of fund is from bank's loan and cash flow from the Company's operation 2.8 Expected benefit toward the Company The Company's benefit from the land purchase is for office building construction of the Company and the group of companies to serve the expansion of the office of the Company and the group of companies in the future. 2.9 Opinion of the Board of Directors The Board of Directors' opinion that the transaction which brings forth the land and the construction of the office building and warehouse is appropriate and beneficial to the Company since the Company and the group of companies, presently, rent office building and warehouse for business operation of which is located in different area with limited area. Thus, the transaction responses to the future expansion plan of the Company and the group of companies and it helps centralize the business operation of the Company. Also, the purchased price is lower than the assessment price of the independent assessor. In addition, with consideration of the project's return which is at satisfactory level and higher than the Company's financial cost, the Board agrees that the transaction is performed with appropriateness and reasonability. 2.10 Opinion of the Audit Committee and/ or Directors of the Company which may differ from the opinion of the Board of Directors in 9. - None - 2.11 Condition of Transaction The transaction above is the asset acquisition Type 1 following the notification of acquisition/ disposal and it is the connected transaction of the listed company as stipulated in the notification of connected transaction. Thus, the Company has a duty of disclose the transaction information to the Stock Exchange of Thailand and ask for an approval from the Shareholders' Meeting with the voting of no less than 3 in 4 of the total voting rights attending the meeting and with the right to vote, excluding stakeholders' votes. However, the Company's meeting invitation letter and opinion of independent financial advisors will be sent to the shareholders no less than 14 days prior to the meeting date. The Board of Directors had a resolution to propose the matter to the Shareholders' Extraordinary Meeting No. 1/2011 on February 16, 2011 for further consideration of the transaction. 3. Resolved to call the Extraordinary General Meeting of Shareholders No. 1/2011 to be held on February 16, 2011 at 09.30 a.m. at the meeting room, 12th Floor of the Jay Mart Public Company Limited Head Office, located at 9/121-3,126-7 UM Tower, Ramkhamheang Road, Suanluang, Bangkok, with the agenda as follows: Agenda 1 To consider the matters in the meeting which informed by the Chairman Agenda 2 To consider and adopt the minutes of the 2010 Annual General Meeting of Shareholders was held on April 9, 2010 Agenda 3 To consider and approve the Company's acquisition of assets which the Company purchased the land from T.A.S Asset Co., Ltd. to construct a new office. Agenda 4 To consider other matters (if any). The Company determined the list of shareholders who have the right to attend the Extraordinary General Meeting of Shareholders No. 1/2011 (Record Date) shall be on January 13, 2011 and compiling the list of shareholders in respect to the section 225 of the Securities and Exchange Act B.E. 2535 shall be on January 14, 2011. Please be informed accordingly. Yours sincerely, ( Mr. Adisak Sukumvitaya ) Chief Executive Officer ______________________________________________________________________ Scheduled Meeting of Shareholders Subject : Schedule of Extra-General Meeting of Shareholders Date of Board resolution : 29-Dec-2010 Date of shareholders meeting : 16-Feb-2011 Time of shareholders meeting : 09 : 30 Record date for the right to attend : 13-Jan-2011 shareholders meetings Book closing date for collecting : 14-Jan-2011 shareholders names under Section 225 of the Securities and Exchange Act Ex-meeting date : 11-Jan-2011 Significant agenda item : Agenda 1 To consider the matters in the meeting which informed by the Chairman Agenda 2 To consider and adopt the minutes of the 2010 Annual General Meeting of Shareholders was held on April 9, 2010 Agenda 3 To consider and approve the Company's acquisition of assets which the Company purchased the land from T.A.S Asset Co., Ltd. to construct a new office. Agenda 4 To consider other matters (if any). Venue of shareholders meeting : at the meeting room, 12th Floor of the Jay Mart Public Company Limited Head ______________________________________________________________________ No. IR54/001 5 January 2011 Subject Resolution of the Company's Board of Directors Meeting No. 7/2010 (Revised) Attention President The Stock Exchange of Thailand Ref. Company's Letter No.IR53/015 Enclosed Resolution of the Company's Board of Directors Meeting No. 7/2010 (Revised) The Company would like to make the correction on the resolution of the Board of Directors meeting No. 7/2010 of Jay Mart Public Company Limited ("the Company") on December 29, 2010 of the purchase of the 1 plot of land, totaling 5 Rais 78 square wahs, located on Ram Kham Haeng Road., Sa Pan Soong Sub-District, Bueng Koom District, Bangkok, from T.A.S. Asset Co., Ltd., ("T.A.S.") at Baht 80 million. The transaction was aimed to develop the acquired asset for office building and warehouse. It is expected that the value of the initial project development is at a total of Baht 220 million ("transaction"). The transaction is the asset acquisition which is in accordance with the Notification of the Capital Market Supervisory Board (CMSB) Ref. T or Jor 20/2008 Re: Rules for Significant Transactions Constituting an Acquisition or Disposal of Assets and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Rules, Conditions and Procedures for the Disclosure of Acquisition and Disposal of Listed Companies B.E. 2547 ("notification of acquisition/ disposal") Moreover, the transaction is also a connected transaction which is in accordance with the Notification of the Capital Market Supervisory Board (CMSB) Ref. Tor Jor 21/2008 Re: Connected Transaction and the Notification of the Stock Exchange of Thailand and Disclosure and Procedures of Listed Companies in Connected Transaction B.E 2546 ("notification of related transaction). The details of the correction are as follows: (2.4) General characteristics of the transaction The transaction is worth of Baht 80 million with the future value investment of construction development of approximately Baht 220 million. The transaction size is at 22.20% of the total assets value of the Company and its subsidiaries with the calculation following the principles of total value of the return from the consolidated financial statement of the Company and its subsidiaries as ended September 30, 2010. Hence, the 6-month accumulated transaction size has been taken into account (when J M T Network Services Co., Ltd. ("The Subsidiary") entered the transaction to purchase purchasing Non Performing Loan (NPL) for management, totaling Baht 413 million, or 30.53%) which leads the acquired transaction size to meet the stipulated total value of the return of 52.73% of the total assets of the Company and its subsidiaries. It is indicated as the Asset Type 1 following the notification of acquisition/disposal. Moreover, the transaction is the connected transaction of the listed companies following the notification of the connected transaction. The transaction size of the previous "5.92%" is corrected to the transaction size of "14.04%" of the net tangible asset value of the Company and it subsidiaries with the calculation from the consolidated financial statement of the Company and its subsidiaries as ended on September 30, 2010. And we have attached the revised information herewith. Yours faithfully, (Mr. Adisak Sukhumvitaya) Chief Executive Officer No. IR53/015 December 29, 2010 Subject: Resolution of the Company's Board of Directors Meeting No. 7/2010 (Revised) To: Director and Managing Director The Stock Exchange of Thailand Jay Mart Public Company Limited ("the Company") would like to notify the resolution of the Board of Directors Meeting No. 7/2010 held on December 29, 2010. The resolutions are as follows; 1. Adopted the report of the Company's Board of Directors Meeting No. 6/2010 held on December 3, 2010 2. The Board of Directors' meeting No. 7/2010 of Jay Mart Public Company Limited (the "Company") on December 29, 2010, had a resolution to purchase 1 plot of land, totaling 5 Rais 78 square wahs, located on Ram Kham Haeng Road., Sa Pan Soong Sub-District, Bueng Koom District, Bangkok, from T.A.S. Asset Co., Ltd., ("T.A.S.") at Baht 80 million. The transaction is aimed to develop the acquired asset for office building and warehouse. It is expected that the initial project development is at a total of Baht 220 million ("transaction"). The transaction is the asset acquisition which is in accordance with the Notification of the Capital Market Supervisory Board (CMSB) Ref. Tor Jor 20/ 2008 Re: Rules for Significant Transactions Constituting an Acquisition or Disposal of Assets and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Rules, Conditions and Procedures for the Disclosure of Acquisition and Disposal of Listed Companies B.E. 2547 ("notification of acquisition/ disposal") Moreover, the transaction is also a connected transaction which is in accordance with the Notification of the Capital Market Supervisory Board (CMSB) Ref. Tor Jor 21/2008 Re: Connected Transaction and the Notification of the Stock Exchange of Thailand and Disclosure and Procedures of Listed Companies in Connected Transaction B.E 2546 ( "notification of related transaction). The details of the transaction are as follows: 2.1 Transaction Date The Company will enter the transaction after receiving an approval from the Shareholders' Extraordinary Meeting of the Company No. 1/2011 which will be held on February 16, 2011 as well as when the related party completely signs an agreement of asset purchase and related contracts or documents, and other compulsory conditions stipulated in the agreement of asset purchase and related contracts or documents. The Company expects the land purchase will be completed within February 2011, and the building construction shall be started in March 2011, which will be completed in June 2012. 2.2 Involved parties Buyer : Jay Mart Public Company Limited Seller : T.A.S. Asset Company Limited Relationship with the Listed Company: T.A.S. is connected to the Company following the Notification since Miss Yuvadee Pong-acha, the Director of the Company is also the Director of T.A.S. In addition, Miss Yuvadee Pong-acha is a major shareholder, holding 99.99% of shares in T.A.S., is also a major shareholder of the Company (including connected persons), holding 67.95% of shares. 2.3 Person Connected and Scopes of Stakeholders Name Company T.A.S. Director % of shares Director % of shares Miss Yuvadee Pong-acha ? 23.65% ? 99.99.% Mr. Adisak Sukumvitaya ? 26.09 % ? 0.01% Miss Juthamas Sukumvitaya* ? 9.10% ? - Mr. Ekachai Sukumvitaya* ? 8.77% ? - Mrs. Noy Pong-acha ? 0.00% ? 0.00% Miss Somruthai Pong-acha ? 0.19% ? - Mr. Pisnu Pong-acha* ? 0.15% ? - The group of Mr. Adisak Sukumvitaya and Miss Yuvadee Pong-acha 67.95% 100.00% Remark: The group of Mr. Adisak Sukumvitaya and Miss Yuvadee Pong-acha consists of Yuvadee Pong-acha, Mr. Adisak Sukhumvitaya, Miss Juthamas Sukhumvitaya, Mr. Ekachai Sukhumvitaya, Mrs. Noy Pong-acha, Miss Somruthai Pong-acha, and Mr. Pisnu Pong-acha. *Former shareholders of T.A.S. Thus, the group of Mr. Adisak Sukhumvitaya and Miss Yuvadee Pong-acha is stakeholder and shall be abstained from voting rights at the Shareholders' Extraordinary Meeting to approve the transaction. In addition, Miss Yuvadee Pong-acha, the Director of the Company and T.A.S., together with Mr. Adisak Sukhumvitaya and Mr. Pisnu Pong-acha, the Directors of the Company, as the former shareholders of T.A.S., are stakeholders and shall be abstained from the Directors' Meeting to approve the transaction. Moreover, Mr. Adisak Naknouvatim, the former shareholder of T.A.S., with a possible conflict of interest, shall be abstained from the voting right at the Shareholders' Extraordinary Meeting to approve the transaction. 2.4 General characteristics of the transaction The transaction is worth of Baht 80 million with the future value investment of construction development of approximately Baht 220 million. The transaction size is at 22.20% of the total assets value of the Company and its subsidiaries with the calculation following the principles of total value of the return from the consolidated financial statement of the Company and its subsidiaries as ended September 30, 2010. Hence, the 6-month accumulated transaction size has been taken into account (when J M T Network Services Co., Ltd. ("The Subsidiary") entered the transaction to purchase purchasing Non Performing Loan (NPL) for management, totaling Baht 413 million, or 30.53%) which leads the acquired transaction size to meet the stipulated total value of the return of 52.73% of the total assets of the Company and its subsidiaries. It is indicated as the Asset Type 1 following the notification of acquisition/ disposal. Moreover, the transaction is the connected transaction of the listed companies following the notification of the connected transaction with the transaction size of 14.04% of the net tangible asset value of the Company it subsidiaries with the calculation from the consolidated financial statement of the Company and its subsidiaries as ended on September 30, 2010. 2.5 Details of acquired assets (1) Asset Characteristic : Plot of land (2) Location : RamKhamHaeng Rd., Sa Pan Soong Sub-District, Bueng Koom District, Bangkok (3) Title Deed : Title Deed No. 11712 (4) Price Assessment : Baht 114.29 million (5) Obligation : Mortgaged with financial institution (6) Ownership : T. A. S (7) Lawful affect : None 2.6 Total value of return and stipulation of return value Total value of return and stipulation of return value: Total cash Baht 80,000,000 million is lower than the fair price assessed by independent assessor. The total amount shall be completely paid on the transfer registration date at the land office. Expenditure related to transaction: The Purchaser shall be solely responsible for all expenses incurred in connection with the transfer of ownership including registration fees, stamp duties, taxes and any other expenses related to the purchase and sell of Land. The Seller shall be solely responsible for own personal income tax. 2.7 Source of fund and payment condition The Company's source of fund is from bank's loan and cash flow from the Company's operation 2.8 Expected benefit toward the Company The Company's benefit from the land purchase is for office building construction of the Company and the group of companies to serve the expansion of the office of the Company and the group of companies in the future. 2.9 Opinion of the Board of Directors The Board of Directors' opinion that the transaction which brings forth the land and the construction of the office building and warehouse is appropriate and beneficial to the Company since the Company and the group of companies, presently, rent office building and warehouse for business operation of which is located in different area with limited area. Thus, the transaction responses to the future expansion plan of the Company and the group of companies and it helps centralize the business operation of the Company. Also, the purchased price is lower than the assessment price of the independent assessor. In addition, with consideration of the project's return which is at satisfactory level and higher than the Company's financial cost, the Board agrees that the transaction is performed with appropriateness and reasonability. 2.10 Opinion of the Audit Committee and/ or Directors of the Company which may differ from the opinion of the Board of Directors in 9. - None - 2.11 Condition of Transaction The transaction above is the asset acquisition Type 1 following the notification of acquisition/ disposal and it is the connected transaction of the listed company as stipulated in the notification of connected transaction. Thus, the Company has a duty of disclose the transaction information to the Stock Exchange of Thailand and ask for an approval from the Shareholders' Meeting with the voting of no less than 3 in 4 of the total voting rights attending the meeting and with the right to vote, excluding stakeholders' votes. However, the Company's meeting invitation letter and opinion of independent financial advisors will be sent to the shareholders no less than 14 days prior to the meeting date. The Board of Directors had a resolution to propose the matter to the Shareholders' Extraordinary Meeting No. 1/2011 on February 16, 2011 for further consideration of the transaction. 3. Resolved to call the Extraordinary General Meeting of Shareholders No. 1/2011 to be held on February 16, 2011 at 09.30 a.m. at the meeting room, 12th Floor of the Jay Mart Public Company Limited Head Office, located at 9/121-3,126-7 UM Tower, Ramkhamheang Road, Suanluang, Bangkok, with the agenda as follows: Agenda 1 To consider the matters in the meeting which informed by the Chairman Agenda 2 To consider and adopt the minutes of the 2010 Annual General Meeting of Shareholders was held on April 9, 2010 Agenda 3 To consider and approve the Company's acquisition of assets which the Company purchased the land from T.A.S Asset Co., Ltd. to construct a new office. Agenda 4 To consider other matters (if any). The Company determined the list of shareholders who have the right to attend the Extraordinary General Meeting of Shareholders No. 1/2011 (Record Date) shall be on January 13, 2011 and compiling the list of shareholders in respect to the section 225 of the Securities and Exchange Act B.E. 2535 shall be on January 14, 2011. Please be informed accordingly. Yours sincerely, ( Mr. Adisak Sukumvitaya ) Chief Executive Officer ______________________________________________________________________ Subscribers of NEWSCenter Finance Basic Package and Finance Premium Package can view full story of this news in PDF file by logging on to http://sims.infoquest.co.th, or Click a download button below to view the story Should you have any queries or require further information, please call InfoQuest Help Desk (more)