20 ธันวาคม 2553
JMT purchase low quality debt
Acquisition and disposition of assets
The English translation of this document is prepared solely for reference for
non-Thai shareholders of the Company. It should neither be relied upon as the
definitive nor the official document of the Company. The Thai version is the
official document andshall prevail in all respects in the event of any
inconsistency with the English translation.
(Translation)
IR53/013
17 December 2010
Subject Notification of 6 months period asset acquisition
Attn: President
The Stock Exchange of Thailand
Jay Mart Public Company Limited. ("JMART" or "the Company") Board of Directors
No. 6/2010 dated 3 December 2010 had passed the to let JMT Network Services Co.,
Ltd. (JMART's subsidiary in which JMART holds 99.99 per cent of all shares of
JMT Network Services Co., Ltd.("JMT")) enter into the Capital OK Co., Ltd. ("Cap
OK") low quality debt auction for further debt management and collection. On 16
December 2010, JMT won the auction, and executed a Memorandum of Understanding
("MOU") with Cap OK successfully. (Collectively referred to as the "the said
transaction")
The entering into the said transaction constituted an asset acquisition of a
listed company under the Notification of the Capital Market Supervisory Board
No. Thor. Jor. 20/2551 Re: Criteria of significant transaction that would be an
acquisition or disposition of assets and the 2547 Notification of the Stock
Exchange of Thailand re: Disclosure of information and performance of listed
companies in the acquisition or disposition of assets (collectively referred to
as the "Acquisition/Disposition Notifications").
1. Transaction Date
16 December 2010
2. The parties involved and the relationship with the Company
Buyer : JMT Network Services Co., Ltd.("JMT")
Seller : Capital OK Co., Ltd. ("Cap OK")
Relationship with the Company :
Cap OK is not regard as JMART connected person accordance to Notification of
Capital Market Supervisory Board No. Tor Jor. 21/2551 Re: Rules of entering into
connected transactions 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 ("Connected
Transaction Notification")
3. The general characteristic of the transaction
This transaction is considered as class 2 transaction of Acquisition/Disposition
Notifications, since the 6 months period transaction size is 30.53%. The size
of the only said transaction (value of 307.52 millions baht) calculated based on
the Company's Consolidated Financial Statement ended 30 September 2010 and
total value of consideration is 22.76%. However, the 6 months period transaction
size is 30.53%, since within the past 6 months prior the said transaction JMT
had acquired the low quality debt total size of total 105 million baht or the
size of 7.77%. The total 105 millions baht low quality debt, JMT purchased from
commercial bank total of 67 millions bath and the financial institution of 38
million bath.
4. Details of Acquired assets
(1) Asset Characteristic : Low Quality Debt
(2) Average Aging : 0 - 6 Years
(3) Total Loan Account : 372,850 Accounts
- Active loan : 9,396 Accounts
- Non-active loan : 363,454 Accounts
(4) Total Loan Amount : 5,423.68 million bath
- Active loan : 102.29 million bath
- Non-active loan : 5,321.39 million bath
(5) Seller Book Value as of 30 Sep 10 : 102.29 million bath
(6) Auction Winning Price : 307.52 million bath
5. Total consideration value and criteria for determining the consideration
value
The company won the auction with the price of 307.52 million baths, or 5.67%
discount from the loan amount. With consideration of JMT expertise and low
quality debt collection experience, the said transaction shall provide the high
and pleasant return on investment after operational expense of 15-20 % per year.
JMART is subjected to make a payment of 307.52 million baths on cash basis,
which can be separated into 4 equally payments, the first payment is subjected
to be done on the signing date and the remaining balance is subject to be on
paid on the quarterly basis.
6. Financing
JMART will enter into the debt borrowing of 150 million baht from financier
while internal cash flow shall fulfill the remaining balance.
7. Benefits to the Company as the result of the transaction
The company will recognize yearly revenue of 150 million baht for 4 years and
shall recognize the return on investment after operational expense of 15-20 %
per year.
8. Board of Director's opinion on the transaction
The Board of Directors considered that the said transaction is the company
normal operating business. The company shall recognize higher revenue and a
pleasant return on investment after operational expense of 15-20 % per year
which is higher than the company cost of capital.
9. Opinion of the Board of Directors and/or the Audit Committee which is
different from 8.
- None -
10. Condition Precedent
This transaction is considered as class 2 transaction of Acquisition/Disposition
Notifications. The Company is required to report and disclose the transaction
details to the Stock Exchange of Thailand and required to distribute a written
notice of its decision to enter into a transaction on its shareholders within 21
days from the date of disclosure of information to the Stock Exchange of
Thailand.
The Company hereby certifies that the information contained in this report form
is true and complete in all respects.
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(Mr. Adisak Sukhumvitaya)
CEO
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