Acquisition and disposition of assets IR55/12 22 March 2012 Subject: Notification of information memorandum of the asset acquisition during 6-month period To: The President The Stock Exchange of Thailand Jay Mart Public Company Limited ("the Company") held the Board of Directors' meeting No. 6/2012 on 22 March 2012 which unanimously approved JAS Asset Company Limited, a subsidiary company in which the Company holds 99.99 per cent of the shares, to purchase 6 plots of land with a total area of 5-2-20 rai, located on Ladprao Wanghin Rd., Ladprao Subdistrict, Ladprao District, Bangkok for purpose of the development into shopping mall, commercial building, residential building. The initial development value is expected to be at total 100 million Baht (hereinafter referred to as "Transaction"). The entering into the Transaction constituted an asset acquisition pursuant to the Notification of the Capital Market Supervisory Board No. Thor. Jor. 20/2551 Re: Rules for essential transaction falling into acquisition or disposal of assets and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of information and practices of listed companies in acquisition or disposal of assets B.E. 2547 (collectively referred to as the "Acquisition/Disposition Notifications"). 1. Transaction Date 22 March 2012 2. The parties involved and the relationship with the Company Purchaser : JAS Asset Company Limited ("Subsidiary") Seller : Mr. Thawatchpong Tang-sajjapoj, Miss Natthaporn Tang-sajjapoj and Mr. Suthipong Tang-sajjapoj ("Seller") Relationship with the Company: The Seller is not a connected person of the Company under the definition of the connected transaction pursuant to the Notification of the Capital Market Supervisory Board No. Thor. Jor. 21/2551 Re: Rules for making related transactions, and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of information and practices of listed companies in connected transactions B.E. 2546 3. The general characteristic of the transaction In the acquisition transaction of the land, the purchase price is at 167 million Baht and the investment value for the construction in the future is at around 100 million Baht, which are equal to the total transaction size of 15.51 per cent of the total asset value of the Company and its subsidiaries. The size of which is calculated based on the total value of consideration, calculated from the Company's Consolidated Financial Statement ended 31 December 2011. However, when calculated with the size of the accumulated acquisition transactions during the past 6 months (The Company purchased low quality debt for its own management and the rental right for branch establishment of 397 million Baht, or equivalent to the transaction size of 24.13 per cent) the transaction size under the total value of consideration will be 39.64 per cent of the total asset value of the Company and its subsidiaries, which is classified as class 2 transaction under Acquisition/Disposition Notifications. 4. Details of acquired assets (1) Asset characteristic : Land (2) Location : Ladprao Wanghin Rd., Ladprao Subdistrict, Ladprao District, Bangkok (3) Document of title: Land title deeds no. 33949, 33950, 8409, 33952 and 33953 (4) Appraisal price : Year Appraisal Co., Ltd., an appraisal company at 210.9 million Baht (95,000 Baht/sq.wah) (5) Encumbrances : None (6) Ownership holder: Mr. Thawatchpong Tang-sajjapoj, Miss Natthaporn Tang- sajjapoj and Mr. Suthipong Tang-sajjapoj (7) Laws having impact on assets : The asset is located in yellow area which is low density area, located in Bangkok local government area. 5. Total value of consideration and criteria for determining the consideration value The Company will make a payment for the land price by cash in a total amount of 167 million Baht, lower than the fair price appraised by an independent appraiser (210.90 million Baht). The payment by the Company will be made in 3 installments: the first installment amounts to 10 per cent to be paid on the execution date of the agreement, the second installment amounts to 10 per cent to be paid within June 2012 and the remaining will be paid on the date on which the registration of the ownership transfer of the land at a land department is completed. Related expenses: The Seller will be entirely responsible for the related expenses arising out of the registration of the ownership transfer such as stamp duty, tax and other expenses. 6. Source of fund The Company will use the funds, which are loans from financial institutions. 7. Benefits to the Company as the result of the transaction The Company will be beneficial from the purchase of such land as the land will be developed into shopping mall, commercial building, residential building and such project is expected to start within 2013 with a return rate after operational expenses of approximately 12 per cent per year. 8. Board of Director's opinion on the transaction The Board of Directors considered that the acquisition of land is beneficial to the Company in that the development of such land into shopping mall, commercial building, residential building will provide the pleasant return of 12 per cent per year to the Company, which is higher than the Company's financial cost. Moreover, the purchase price of such land is lower than the price appraised by an independent appraiser. 9. Opinion of the Audit Committee and/or directors of the Company which is different from 8. - None - 10. Condition Precedent This transaction is considered as class 2 transaction pursuant to the Acquisition/Disposition Notifications. The Company is required to disclose the information memorandum of the transaction to the Stock Exchange of Thailand and required to distribute the information memorandum to its shareholders within 21days from the date of disclosure of information to the Stock Exchange of Thailand. The Company hereby certifies that the information contained in this report is true and complete in all respects. ?????????????. (Miss Ladda Waruntarakul) The Company's secretary ______________________________________________________________________ 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.
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