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MarketScreener Homepage  >  Equities  >  Stock Exchange of Thailand  >  True Corporation    TRUE   TH0375010Z06

TRUE CORPORATION

(TRUE)
  Report
End-of-day quote. End-of-day quote Stock Exchange of Thailand - 01/22
3.32 THB   -3.49%
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Notification of the Resolutions of the Board of Directors Meeting Re: Disposition of investment units in the Digital Telecommunications Infrastructure Fund

09/29/2020 | 09:25pm EST

(Translation)

Ref.: TRUE-SEC 029/2563

30 September 2020

The President of the Stock Exchange of Thailand

The Stock Exchange of Thailand

Subject:

Notification of the Resolutions of the Board of Directors Meeting

Re: Disposition of investment units in the Digital Telecommunications

Infrastructure Fund

Enclosure:

Information Memorandum concerning the Disposition of Assets Re: The Disposal

of investment units of the Digital Telecommunications Infrastructure Fund

True Corporation Public Company Limited (the "Company") would like to inform you that the Board of Directors Meeting No. 8/2563 held on 29 September 2020 has approved the disposal of investment units of the Digital Telecommunications Infrastructure Fund (the "Fund") held by the Company and its subsidiaries (the "Company Group") in the total amount of not more than 300,000,000 units (represents approximately 2.822 percent of the total investment units of the Fund) to investors who are not connected person with the Company whereas the selling price of the investment units was determined through the book building process.

The disposal of investment units of the Fund is not deemed as a connected transaction pursuant to the Notification of Capital Market Supervisory Board No. TorChor 21/2551 Re: Rules on 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 (as amended). However, this transaction is considered as disposal of assets, pursuant to the Notification of the Capital Market Supervisory Board No. TorChor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets 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 Acquisition and Disposition of Assets B.E. 2547 (as amended) ("Notifications of the Acquisition or Disposal of Assets"). The highest transaction size is 11.794 percent according to the net profit criteria. When aggregating the size of such transaction with the total size of the asset disposition transactions which occurred during a period of the past six months (from 30 March 2020 to 29 September 2020), the total transaction size is equivalent to 23.940 percent according to the reviewed consolidated financial statements of the Company Group as of 30 June 2020 (the most recent reviewed consolidated financial statements as of the date of the Board of Directors Meeting) which shall be considered as type 2 transactionunder the Notifications of the Acquisition or Disposal of Assets since the highest transaction size is in the range of 15 percent or higher but less than 50 percent. Therefore, the Company is required to (a) disclose an information memorandum on the asset disposal transaction to the Stock Exchange of Thailand (the "SET")

and (b) send the circular notice to shareholders within 21 days from the day that the Company has notified the SET under the Notifications of the Acquisition or Disposal of Assets. Details of the transaction above are as appeared in the Information Memorandum (Enclosure).

Investment in the Fund is the Company strategic investment and the Company will continue to hold investment units of the Fund for a long term.

Please be informed accordingly.

Sincerely yours,

- Signature -

Ms. Yupa Leewongcharoen

Group Chief Financial Officer

Enclosure

(Translation)

Information Memorandum Concerning the Disposal of Assets

Subject: The Disposal of the investment units of the Digital Telecommunications

Infrastructure Fund

The Board of Directors Meeting of True Corporation Public Company Limited (the "Company") No. 8/2563 held on 29 September 2020 has approved the disposal of investment units of the Digital Telecommunications Infrastructure Fund (the "Fund") held by the Company and its subsidiaries (the "Company Group") in the total amount of not more than 300,000,000 units (represents approximately 2.822 percent of the total investment units of the Fund) to investors, who are not connected person with the Company. The selling price of the investment units was determined through a book building process.

To enter into this transaction is considered disposal of assets, pursuant to the Notification of the Capital Market Supervisory Board No. TorChor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets 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 Acquisition and Disposition of Assets B.E. 2547 (as amended) ("Notifications of the Acquisition or Disposal of Assets"). According to the reviewed consolidated financial statements of the Company Group as of 30 June 2020 (the most recent reviewed consolidated financial statements as of the date of the Board of Directors Meeting), the highest transaction size is 11.719 percent according to the net profit criteria. When aggregating the size of such transaction with the total size of the asset disposition transactions which occurred during a period of the past six months (from 30 March 2020 to 29 September 2020), the total transaction size is equivalent to 23.866 percent which shall be considered as type 2 transactionunder the Notifications of the Acquisition or Disposal of Assets since the highest transaction size is in the range of 15 percent or higher but less than 50 percent. Therefore, the Company is required to (a) disclose an information memorandum on the asset disposal transaction to the Stock Exchange of Thailand (the "SET") and (b) send the circular notice to shareholders within 21 days from the day that the Company has notified the SET under the Notifications of the Acquisition or Disposal of Assets.

Moreover, to enter into such transaction is not considered as entering into a connected transaction pursuant to the Notification of Capital Market Supervisory Board No. TorChor 21/2551 Re: Rules on 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 (as amended) ("Notifications on the Connected Transactions")

1

The Company therefore notifies the information memorandum regarding the transaction as follows:

1. Relevant parties and relationship with the Company

Seller:

True Corporation Public Company Limited and True Move H Universal

Communication Company Limited, which is a subsidiary of the Company

Buyer:

Investors

Relationship with the Company:

The aforementioned investors are not considered as connected person with the Company under the Notifications on the Connected Transactions.

  1. Transaction Date
    On 30 September 2020.
  2. General characteristics of the transaction and size of the transaction
    1. The disposal of investment units of the Fund and unitholding proportion of the Company Group
      The Company Group sold the investment units of the Fund to the investors in the amount of 298,113,200 units to the investors who are not considered as connected person with the Company. After the sale of such investment units, the unitholding proportion of the Company Group decreased from 26.183 percent to 23.379 percent of total investment units of the Fund.
    2. Size of the transaction
      The transaction is considered as an asset disposition transaction in accordance with Notifications of the Acquisition or Disposal of Assets. The value of transaction size is calculated based on reviewed consolidated financial information of the Company Group and financial information of the Fund ended 30 June 2020 which has been reviewed by auditor. The highest size of the transaction is 11.719 percent based on the value of net profit criteria. Details are as follows:

Basis of Transaction Size Calculation

Transaction Size

1. Net Tangible Assets (NTA)

10.477%

2. Net Profit

11.719%

3. The Value of Consideration

0.660%

4. Value of Securities

Not calculate because the Company will not issue securities

2

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

True Corporation pcl published this content on 30 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 September 2020 01:24:01 UTC


© Publicnow 2020
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Short TermMid-TermLong Term
TrendsNeutralBullishNeutral
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Mean consensus HOLD
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Average target price 3,25 THB
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