EPG-CS-004-2022
7 June 2022 | |
Re: | The purchase of 4 Way Suspension Products Pty. Ltd in Australia by the Company's subsidiary. |
Attn: | President |
The Stock Exchange of Thailand |
The Board of Directors' meeting of Eastern Polymer Group Public Company Limited No. 4/2022, held on 7 June 2022 has resolved to approve Aeroklas Australia Pty. Ltd, Australia, the subsidiary of the Company, purchasing 4 Way Suspension Products Pty. Ltd in Australia by way of acquiring 100 percent of its shares, with the investment details as follows:
Registered Capital | 8 Australian dollars |
(Shareholder's Equity value is 13.92 million Australian dollars, as of 30 June 2021 Based on | |
audited financial statement) | |
Shareholding | Aeroklas Australia Pty. Ltd, Australia holds 100 percent of the shares in the registered capital. |
Nature of Business | Manufacturing vehicle parts in suspension products such as shock absorbers and pick-up |
accessories. | |
Details of the transaction | Aeroklas Australia Pty. Ltd shall purchase the business by purchasing 100 percent of the |
shares in 4 Way Suspension Products Pty. Ltd, in Australia from the existing owners, Mr. John | |
Agostino and Mrs Dianne Agostino. The shareholders are not the connected persons of the | |
Company. Therefore, the transaction is not considered a transaction with a connected person | |
according to the Notification of the Capital Market Supervisory Board No. TorJor. 21/2551 and | |
the Stock Exchange of Thailand re: Disclosure of Information and Acts of Listed Companies | |
Concerning Connected Transactions dated 19 November 2003. | |
Price and payment | Not exceeding 75 million Australian dollars which are divided into three payment terms as |
terms | follows: |
The first term, for 50 million Australian dollars shall be paid within 10 business days from the | |
date of transferring the ownership of the shares. | |
The second term is for the payment of the excess amount estimated from the aggregate | |
amount of adjusted net working capital value and the remaining net cash in the company. The | |
payment shall be paid within 10 business days upon the transfer of the ownership. The | |
Company expects such payment to not exceed 8- estimate figure million Australian dollars. | |
The third term, for not exceeding 17 million Australian dollars, shall be paid after one year | |
from the completion date when the EBIT result of 4 Way Suspension Products Pty. Ltd meets | |
the terms and conditions imposed in the Share sale and purchase agreement. | |
The purchase price is pursuant to the negotiation terms but does not exceed the fair value | |
based on Discounted Cash Flow method. | |
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Board of Directors | Representatives from EPG shall solely represent the director. | |
The Board of Directors' meeting has resolved to approve the appointment of Mrs Supawadee | ||
Vitoorapakorn as the director and authorised signatory for 4 Way Suspension Products Pty. | ||
Ltd after the completion of the business purchase. | ||
Schedule of the | The transfer of the ownership shall be made upon the completion of the condition of precedent | |
transaction | as set forth in the share sale and purchase agreement which is expected to be on 30 June | |
2022. | ||
Benefits expected | 1. | To increase the variety of products group |
2. | To have a brand with the strong reputation in quality of motor vehicle suspension | |
products | ||
3. | To increase the bargaining opportunity with the business partners through scale (economy | |
of scale) | ||
4. | To increase the opportunity to expand the business abroad | |
5. | To increase the distribution channels in Australia | |
6. | To enhance a swift in developing products to the market with high technology, | |
experiences and proficiency | ||
7. | Contributing the synergy in reducing the cost and increasing the income for Australia | |
business | ||
Source of funds | Cash flow from Aeroklas Company Limited, Thailand and affiliated companies and loans for | |
partial amount from existing debt facilities with the financial institutions. | ||
The investment is considered to be the acquisition of assets pursuant to the Notification of the Capital market Supervisory Board No. TorJor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposition of Assets, dated 31 August 2008 (as amended) and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of the Listed Company Concerning the Acquisition or Disposition of Assets, 2004, dated 29 October 2004 (as amended) ("Notifications on Assets Acquisition or Disposal"). Whereas the value of the transaction calculated pursuant to the Notifications on Assets Acquisition or Disposal results in the highest value of 11.607 percent of the Company's total net assets (The calculation method results in the highest value transaction). The aggregate value combined with the previous acquisition of assets transactions during the past six months is 14.309 percent of the Company's net tangible assets, which is less than 15 percent of the Company's total net assets.
Total Value of Consideration received | = | 1,888.31 million Baht x 100 |
The total value of the Company's net assets | 16,268.11 million Baht | |
(According to the Company's audited | ||
consolidated financial ended 31 March 2022) | ||
= | 11.607 percent | |
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The total value of consideration received is calculated from the amount of not exceeding 75 million Australian dollars with the foreign exchange rate of 1 Australian dollar per 25.1774 Baht pursuant to the Bank of Thailand Foreign Exchange Rates announcement as of 6 June 2022.
Please be informed accordingly.
Yours respectfully,
Mr. Pawat Vitoorapakorn
Chief Executive Officer
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