-Translation-
August 7, 2018
Subject: Notification of investment of MINT subsidiaries (Food Theory)
To: The President The Stock Exchange of Thailand
Minor International Public Company Limited ('the Company', 'MINT') would like to inform the investment of its subsidiaries as following details:
1.
MFG International Holding (Singapore) Pte. Ltd., a 100% holding by MINT's subsidiary, acquired shares of The Food Theory Group Pte. Ltd. from an existing shareholder.
Date of transaction | Quarter 2, 2018 |
Buyer | MFG International Holding (Singapore) Pte. Ltd. |
Seller | Mr. Soh Chin Hua |
Mr. Soh Chin Hua neither have a relationship with the Company as a major shareholder nor a director; therefore, it is not subject to the disclosure as per the Notification of the Stock Exchange of Thailand Re: Rules, Procedures and Disclosure of Information Concerning the Connected Transaction of Listed Companies B.E. 2546.
Transaction
MFG International Holding (Singapore) Pte. Ltd. acquired 50% of shares of The Food Theory Group Pte. Ltd. from the existing shareholder: Mr. Soh Chin Hua as follows:
Information of The Food Theory Group Pte. Ltd.
Shareholding Structure | Before acquire | After acquire |
MFG International Holding (Singapore) Pte. Ltd. | 50% | 100% |
Mr. Soh Chin Hua | 50% | - |
Board of Directors | Mr. Soh Chin Hua | Mr. Lee Wei Hsiung |
Total Registered Capital | SGD 300,000, comprising of 300,000 ordinary shares, fully paid |
Type of business | Sales of food and beverage |
Investment value | SGD 3.27 Million or equivalent THB 79.86 Million |
Source of funds | Bank Loan |
Objective of the investment | Restructuring of ownership of Singapore business |
Benefit to the company | Consolidation of Singapore business for expansion and synergies |
In this regard, this transaction is classified as asset acquisition transaction according 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. In addition, the transaction value is 0.07% of total assets of the Company's consolidated financial statement ended March 31, 2018, thus, the transaction is not classified to disclose according to 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 Asset, 2547. And the transaction is not classified as a connected transaction.
2.
Minor Food Group (Singapore) Pte. Ltd., a 100% holding by MINT's subsidiary, increased its capital for the allotment of 26,086 shares to Mr. Soh Chin Hua.
Date of transaction
Quarter 2, 2018
Transaction
Minor Food Group (Singapore) Pte. Ltd. increased its capital in the amount of SGD 3,270,000 for the allotment of 26,086 new shares to Mr Soh Chin Hua.
Information of Minor Food Group (Singapore) Pte. Ltd. | |
After capital increased | |
Total Registered Capital SGD 300,000, comprising of | SGD 3,570,000, comprising of |
300,000 ordinary shares, fully paid | 326,086 ordinary shares, fully paid |
Before capital increased
Sales of food and beverage | |
Allotment value by Mr. Soh Chin Hua | SGD 3.27 Million or equivalent THB 79.86 Million |
Objective of the capital increase | Restructuring of ownership of Singapore business |
Benefit to the company | Consolidation of Singapore business for expansion and synergies |
Shareholding Structure | ||
Board of Directors | 1. William E. Heinecke | 1. William E. Heinecke |
2. Paul Charles Kenny | 2. Paul Charles Kenny | |
3. Patamawalai Ratanapol | 3. Chaiyapat Paitoon | |
4. Soh Chin Hua | 4. Soh Chin Hua | |
5. Stephen Chojnacki | 5. Stephen Chojnacki | |
Type of business |
*Primacy Investment Limited is a 100% subsidiary of The Minor Food Group Pcl. which is 99.73% held by MINT.
Primacy Investment Limited 100%Primacy Investment Limited* 92%Mr. Soh Chin Hua
8%
In this regard, this transaction is classified as asset disposal transaction according 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. In addition, the transaction value is 0.2% of net tangible assets of the Company's consolidated financial statement ended March 31, 2018, thus, the transaction is not classified to disclose according to 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 Asset, 2547. And the transaction is not classified as a connected transaction.
3.
In order to restructure the ownership of the Singapore business to consolidate the multiple brands under a single company and management in order to facilitate synergies or expansion, MFG International Holding (Singapore) Pte. Ltd., disposed its investment in The Food Theory Group Pte. Ltd. to Minor Food Group (Singapore) Pte. Ltd. at the value of SGD 3.27 Million or equivalent THB 79.86 Million.
Current shareholding of The Food Theory Group Pte. Ltd. | Before | After |
MFG International Holding (Singapore) Pte. Ltd. | 100% | - |
Minor Food Group (Singapore) Pte. Ltd. | - | 100% |
Minor Food Group (Singapore) Pte. Ltd. and MFG International Holding (Singapore) Pte. Ltd. are 100% held by Primacy Investment Limited which is a 100% subsidiary of The Minor Food Group Pcl. which is 99.73% holding held by MINT.
Please be informed accordingly.
Sincerely yours,
- Signed - ----------------------------------(Mr. Pual Charles Kenny) Director
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Minor International pcl published this content on 07 August 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 07 August 2018 11:10:09 UTC