Notification of 6 months period asset acquisition
Acquisition and disposition of assets
IR 56/001
9 January 2013
Subject : Notification of 6 months period asset acquisition
To : The President
The Stock Exchange of Thailand
JMT Network Services Public Company Limited. ("JMT" or "the Company") Board
of Directors No. 8/2012 dated 24 December 2012 had passed JMT enter
into the Easy Buy Public Company Limited ("Easy Buy") low quality debt
auction for further debt management and collection. On 9 January 2013,
JMT won the auction, and executed a Asset sale and purchase agreement with
Easy Buy successfully. (Collectively referred to as the "the said transaction")
The entering into 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 receivable (collectively referred
to as the "Acquisition/Disposition Notifications")
1. Transaction Date
9 January 2013
2. The parties involved and the relationship with the Company
Buyer : JMT Network Services Co., Ltd. ("JMT")
Seller : Easy Buy Public Company Limited ("Easy Buy")
Relationship with the Company:
Easy Buy in not regard as JMT 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 16.71%. The size
of the only said transaction (value of 65.21 million baht) calculated based on
the Company's Consolidated Financial Statement ended 30 September 2012 and total
value of consideration is 8.77%. However, the 6 months period transaction
size is 16.71%, JMT had acquired the low quality debt total 59.04 million baht
or the size of 7.94%
4. Details of Acquired assets
(1) Asset Characteristic : Low Quality Debt
(2) Auction Winning Price : 65.21 million bath
5. Total consideration value and criteria for determining the consideration
value
The company won the auction with the price of 65.21 million baths. 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 10-12% per year. JMT is subjected to make a payment 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 monthly basis.
6. Financing
JMT will use the funds, which are short term loans from financial institutions.
7. Benefits to the Company as the result of the transaction
The company will recognize the return on investment after operational expense
of 10-12% per year.
8. Board of Director's opinion on the transaction
The Board of Directors considered that said transaction is the company normal
operating business. The company shall recognize higher revenue and a pleasant
return on investment after operational expense of 10-12% 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 from8.
-None-
10. Condition Precedent
This transaction is considered as class 2 transaction of
Acquisition/Dispositions 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 respects.
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(Mr. Suphot Wanna)
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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