13 January 2014
Notification of information memorandum of the asset acquisition during 6-month period
Acquisition and disposition of assets
IR57/003
13 January 2014
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. 1/2014 on 11 January 2014 which unanimously approved JAS
Asset Company Limited, a subsidiary company in which the Company holds 99.99 per
cent of the shares, to land Lease Agreement 2 plots of land with a total area
of 9-103.40 rai, located on Ladplakao Rd., monument Subdistrict, Bang Khen
District, Bangkok for purpose of the development into shopping mall and
commercial building. The initial development value is expected to be at total
415 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.
20/2551Re: 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
15 January 2014
2. The parties involved and the relationship with the Company
Purchaser : JAS Asset Company Limited ("Subsidiary")
Seller : Mr. Singnoi Bulyarak ("Lessor")
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 lease, the Leasehold is at 67.90
million baht and the
period of 30 yesrs and agreed to pay the monthly rent. Total cost over 30
years, amounting to Baht 57.37 million and is worth investing in the development
of future construction to be about 415 million baht, which are equal to the
total transaction size of 13.29 percent 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 30 September 2014. 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 525.21 million Baht, or equivalent to
the transaction size of 12.96 percent) the transaction size under the total
value of consideration will be 26.25 percent 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 : Ladplakao Rd., monument Subdistrict, Bang
Khen District, Bangkok
(3) Document of title : Land title deeds no. 217198 and 213824
(4) Appraisal price : None
(5) Encumbrances : None
(6) Ownership holder : Mr. Singnoi Bulyarak
(7) Laws having impact on assets : The asset is located in red area which
is Commercial
land, 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 leasehold by cash in a total amount
of 67.90
million Baht, and 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 2017 with a return rate after operational expenses of
approximately 13 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 13 percent 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.
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(Miss Ladda Waruntarakul)
The Company's secretary
______________________________________________________________________
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