Minor International Public : Notification of investment of MINT subsidiary (Benihana)
April 29, 2018 at 10:06 pm EDT
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April 30, 2018
Subject: Notification of investment of MINT subsidiary (Benihana)
To: The President The Stock Exchange of Thailand
Minor International Public Company Limited ('the Company', 'MINT') would like to inform that MFG International Holding (Singapore) Pte. Ltd., a 100% subsidiary* held by MINT has acquired 75% of shares of Benihana Holdings Pte. Ltd. from its existing shareholders. The details are as follows:
Date of transaction
April 27, 2018
Buyer
MFG International Holding (Singapore) Pte. Ltd.
Seller
RHA Testamentary Trust
RHA Testamentary Trust neither have a relationship with the Company as major shareholders nor directors; 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 75% of shares of Benihana Holdings Pte. Ltd. from existing shareholders. The remaining 25% of shares held by RHA Testamentary Trust.
Total Registered Capital
SGD 16,560,380 divided into 16,560,380 shares at the par value of SGD 1 each
Type of business
Restaurant Business
Board of Directors
1. Mr. William Ellwood Heinecke
(after acquisition)
2. Mr. Paul Charles Kenny
3. Mr. Michael Chick
4. Ms. Keiko Ono Aoki
After this acquisition, Benihana Holdings Pte. Ltd. is a subsidiary of MINT.
Transaction value
USD 12 million (or approximately THB 381 million)
Source of funds
Bank Loan
Objective of the investment
Own and operate non-U.S. Benihana
Benefit to the company
Increased cash flow and revenues
In this regard, this transaction is classified as a joining in a joint venture with another company with an investment of 10 percent or more of the paid up capital of the joint venture company and classified as an 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 represents the maximum transaction value of 0.6% based on total value of consideration basis, and accumulated transaction size within six months is 6.5%, calculated based on net profit basis, referred to the Company's consolidated financial statement ended 31 December 2017, 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.
Please be informed accordingly
Sincerely yours
- Signed - -------------------------------------
(Mr. Paul Charles Kenny)
Director
* MFG International Holding (Singapore) Pte. Ltd. held 100.00% by Primacy Investment Limited. Primacy Investment Limited. held 100.00% by The Minor Food Group Pcl.
The Minor Food Group Pcl. held 99.73% by MINT
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Minor International pcl published this content on 30 April 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 30 April 2018 02:05:02 UTC
Minor International Public Company Limited is a Thailand-based company engaged in the investment activities, hotels, restaurant operations, and distribution and manufacturing. The Company operates through four segments: Hotel, Mixed use, Restaurant and Retail. The Company operates hotels, resorts and serviced suites with a portfolio of over 530 hotels under the Anantara, AVANI, Oaks, Tivoli, Elewana, NH Collection, NH, nhow, Marriott, Four Seasons, St. Regis, Radisson Blu and Minor International brands. Its hotel and spa portfolio spans across 56 countries in Asia Pacific, the Middle East, Africa, the Indian Ocean, Europe and the Americas. The Company operates mixed-use business, including shopping plazas and entertainment, residential properties, and a points-based vacation club. It offers fashion and lifestyle products under various brands, including Anello, BergHOFF, Bossini, Charles & Keith, Joseph Joseph, Zwilling J.A. and Minor Smart Kids.
MINOR INTERNATIONAL 
