QTC Global Power Company Limited agreed to acquire L Solar 1 Co., Ltd. from Loxley Public Company Limited, Leonics Co., Ltd. and Pacific Tone Investment Limited for approximately THB 570 million.
June 19, 2017
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QTC Global Power Company Limited agreed to acquire L Solar 1 Co., Ltd. from Loxley Public Company Limited (SET:LOXLEY), Leonics Co., Ltd. and Pacific Tone Investment Limited for approximately THB 570 million on June 19, 2017. QTC Global Power Company Limited will acquire 2.2 million shares of L Solar 1 Co., Ltd. and pay approximately THB 287.09 million in cash and issuance of 20.9 million shares of QTC Energy Public Company Limited (SET:QTC), parent of QTC Global Power Company Limited. Loxley Public Company Limited will sell 1.5 million shares and receive THB 176.2 million in cash and 17.01 million QTC Energy Public Company Limited consideration shares, Leonics Co., Ltd. will sell 0.35 million shares and receive THB 40.3 million in cash and 46.7 million QTC Energy Public Company Limited shares and Prasert Shusang will sell 0.31 million shares and receive THB 70.6 million. As of July 25, 2017, QTC Global Power Company Limited signed agreement to acquire L Solar 1 Co., Ltd. from Loxley Public Company Limited (SET:LOXLEY), Leonics Co., Ltd. and Prasert Shusang. The transaction will be funded from loan from financial institution and/or from issuance of bill of exchange, cash from the exercise of rights to purchase ordinary shares of QTC Energy Public Company Limited according to warrant qtc-w1, loan from external party, internal source of fund and other sources of fund.
The transaction is subject to certain conditions including signing of share sale and purchase agreement, approval from the shareholders of QTC Energy Public Company Limited, parent of QTC Global Power Company Limited in shareholders meeting to be held on August 29, 2017 and Security and Exchange Commission approval. The transaction was approved by the Board of Directors of QTC Energy Public Company Limited. As of August 3, 2017, Capital Advantage Company Limited is of the opinion that shareholders should disapprove the transaction. As of August 10, 2017, The Board of Directors of QTC Global Power Company Limited keeps their opinion unchanged and recommends shareholders to vote in favor of transaction
Owl Energy Ltd. acted as the technical advisor, EY Corporate Services Limited acted as an accountant, R.W.T. International Law Office Co., Ltd. acted as the legal advisor, Finansa Securities Co., Ltd. and Capital Advantage Company Limited acted as the financial advisors for QTC Energy Public Company Limited.
Loxley Public Company Limited is a Thailand-based company. The principal businesses of the Company are trading and turnkey contract sales of telecommunication equipment, rail transport engineering and other systems including installation. Its subsidiaries are mainly engaged in their core businesses of trading, sales and services of information technologies and automated customer services machines for financial transactions, sales of consumer products, providing food service and other services. It has six segments: Information Technology Business Group, Services Business Group, Energy Business Group, Network Solutions Business Group, Trading Business Group and Special and other businesses. Its businesses include Information Technology (IT) SBG, Services SBG, Energy SBG, Network Solutions SBG, Trading SBG, Special Projects and Joint Venture Business. IT SBG is a solutions provider of information technology, covering comprehensive design, procurement, installation and management services.
QTC Global Power Company Limited agreed to acquire L Solar 1 Co., Ltd. from Loxley Public Company Limited, Leonics Co., Ltd. and Pacific Tone Investment Limited for approximately THB 570 million.