No. MFEC/CSOT/011/2022
29 June 2022
Subject: The Company's investment with joint business partner and Capital increase of Data Cafe
To: | The President of Stock Exchange of Thailand |
MFEC Public Company Limited ("the Company") would like to notify the joint investment of the Company with Bangchak Corporation Public Company Limited ("BCP") to joint invest in Data Cafe Company Limited ("DC"). which is currently a subsidiary of the Company with a stake of shareholding of 64.90%, details of the joint business structure are as follows:
Data Cafe Company Limited has increased its registered capital from Baht 8,000,000 to Baht 12,307,700 by issuing newly ordinary shares of 215,385 shares with a par value of Baht 20 per share, the newly shares issuance will be subscribed by BCP, as joint business partner of the Company for the purpose to offer strengthen its competitiveness and drive business growth to expand DC profitable in the future. This joint business transaction will be completed by 30 June 2022.
After the increase registered capital of DC and the entered joint business partner with BCP, the Company's stake of shareholding in DC will decrease from 64.90% to 42.185%, hence, BCP will having a stake of 35.00%. Such reduction of the Company's shareholding in DC will cause the Company to change its investment classification in DC from a subsidiary to an associate.
The shareholding structure in DC pre and post of the joint business and capital increase transactions can be summarized below:
Pre-transaction | Post-transaction | |||||
Shareholders' name | Number of | % of | Number of | % of | ||
share (shares) | shareholding | share (shares) | shareholding | |||
MFEC Public Company Limited | 259,600 | 64.90 | 259,600 | 42.185 | ||
Bangchak Corporation PCL. | - | - | 215,385 | 35.000 | ||
Mr. Thanachart Ritbamrung | 80,000 | 20.00 | 80,000 | 13.000 | ||
Mr. Tanasak Ruttanahirunporn * | 60,000 | 15.00 | 60,000 | 9.750 | ||
Mr. Tanapong Wuttikajornved | 400 | 0.10 | 400 | 0.065 | ||
Total | 400,000 | 100.00 | 615,385 | 100.00 | ||
- Mr. Tanasak Ruttanahirunporn act as Managing Director of DC before and after capital increase and joint business partner transaction.
Data Café Co., Ltd. was established in 2017 to operate IT consulting services, research and analyze of all types of business data, as well as provide IT service to business enterprise such as telecommunication, financial and energy & resources businesses.
This transaction is not considered as a connected transaction according to the Notification of the Capital Market Supervisory Board No. Tor Jor 21/2551, and after calculating the size of the transaction (the transaction is representing Disposition of Assets) which includes all previous transaction for 6 months, the Company is not obligated to disclose the information as per the Notification of the Capital Market Supervisory Board No. Tor Jor 20/2551, Rules for Entering into Material Transactions Deemed as Acquisition or Disposal of Assets, dated 31 August 2008 (including additional amendments) 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 dated 29 October 2004 (including additional amendments).
Sincerely Yours,
- Thanakorn Charlee -
(Mr. Thanakorn Charlee)
Executive Director