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    RATCH   TH0637010Y00

RATCH GROUP PUBLIC COMPANY LIMITED

(RATCH)
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Ratch Public : Acquisition of assets, determination of the meeting date, date to determine the name list of shareholders entitled to attend the meeting (Record Date) and agenda of the Extraordinary General Meeting of Shareholders No. 1/2021 (Change PDF clarity)

08/24/2021 | 12:14pm EDT

[Translation]

RATCH 288/2021

24 August 2021

Subject:

Acquisition of assets and determination of the meeting date, the date to determine the

name list of shareholders being entitled to attend the meeting (Record Date) and the

agenda of the Extraordinary General Meeting of Shareholders No. 1/2021

Attention:

President of the Stock Exchange of Thailand

Enclosure:

Information memorandum of the acquisition of assets in respect of purchase of ordinary

shares of 45.515 percent in each of PT Paiton Energy and Minejesa Capital B.V., and

purchase of ordinary shares of 65 percent in IPM Asia Pte. Ltd.

We, RATCH Group Public Company Limited (the "Company"), refer to our notification to the Stock Exchange of Thailand ("SET") on 22 June 2021 in relation to the signing of the share purchase agreement for a purpose of investment in the coal-fired thermal power plants in the Republic of Indonesia by RH International (Singapore) Corporation Pte. Ltd. ("RHIS") (which is the Company's 100 percent indirectly owned subsidiary through RH International (Mauritius) Corporation Limited ("RHIM") and RH International Corporation Limited ("RHIC")), the transaction of which comprise the purchase of ordinary shares of 45.515 percent in each of PT Paiton Energy ("PE") and in Minejesa Capital B.V. ("MCBV"), and the purchase of ordinary shares of 65 percent in IPM Asia Pte. Ltd. ("IPM") (collectively referred to as the "Paiton Coal-FiredPlants Investment Transaction"). The said transaction is considered the acquisition of assets of a listed company as prescribed under the Notification of Capital Market Supervisory Board TorChor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets (including any amendment thereto), 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 Disposal of Assets, B.E. 2547 (2004) (including any amendment thereto) (the "Notifications on Assets Acquisition or Disposal"). The value of the Paiton Coal-Fired Plants Investment Transaction is 55.4 percent by a net operating profit basis according to the consolidated financial statements of the Company for the period ended 30 June 2021 and the financial statements of PE, MCBV and IPM ended 31 December 2020. Upon including the value of all other transactions on acquisition of assets of the Company being entered into during the past 6 months prior to the execution of this transaction, the highest value of asset acquisition transaction in total is amounted to 55.4 percent by the net operating profit basis. The transaction is considered class 1 transaction whose value is 50 percent or more but less than 100 percent according to the particulars contained in the Enclosure.

Therefore, the Company is required to comply with the Notifications on Assets Acquisition or Disposal as follows:

  1. Prepare and disclose an information memorandum to the SET which at minimum complies with the requirements of the Notifications on Assets Acquisition or Disposal; in this regard, the Company has prepared for disclosure the information memorandum regarding class 1 transaction of the Notifications on Assets Acquisition or Disposal according to the Enclosure;
  2. Convene a meeting of shareholders to obtain an approval on the Paiton Coal-Fired Plants Investment Transaction of the Company, whereby the Company shall obtain affirmative votes of no less than three-quarters of the total votes casted by the shareholders attending the meeting and being entitled to vote, excluding the votes casted by interested shareholders;

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  1. Deliver a notice of the meeting of shareholders in advance of at least 14 days before the meeting date which contain at least the information required under the Notifications on Assets Acquisition or Disposal;
  2. Appoint an independent financial advisor to provide an opinion in relation to the assets acquisition transaction and deliver such opinion to the shareholders of the Company together with the notice of the meeting of shareholders; in this regard, the Company has appointed Advisory Plus Co., Ltd. as the independent financial advisor to further provide and deliver such opinion to the shareholders of the Company together with the notice of the Extraordinary General Meeting of Shareholders No. 1/2021.

The said transaction is not a connected transaction as defined under the Notification of the Capital Market Supervisory Board No. TorChor. 21/2551 Re: Rules on Connected Transactions and the Notification of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected transaction B.E. 2546.

Therefore, the Board of Directors' Meeting of the Company No. 8/2021 held on 24 August 2021 has resolved to approve the important matters as follows:

1. The following matters are to be proposed to the Extraordinary General Meeting of Shareholders No. 1/2021 for consideration and approval:

1.1 To consider and approve that RH International (Singapore) Corporation Pte. Ltd. ("RHIS") (which is the Company's 100 percent indirectly owned subsidiary through RH International (Mauritius) Corporation Limited and RH International Corporation Limited) invests in the Paiton Energy project at a total amount of USD 809.60 million (or approximately THB 25,421.68 million) with details as follows:

  1. To consider and approve the purchase of 19,332 ordinary shares of PT Paiton Energy ("PE"), equivalent to 45.515 percent of total issued and paid-up shares of PE from Mitsui & Co., Ltd. ("Mitsui"), which is not a connected person of the Company, at the price of USD 707.20 million (or approximately THB 22,206.29 million); whereas PE owns 2 coal-fired thermal power plants with the total capacity of 2,045 megawatts (MW).
    The 2 power plants are located at Paiton Power Complex in the town of Probolinggo in East Java, the Republic of Indonesia. The complex is one of Indonesia's strategically important electricity generation centers as it mainly generates and supplies electricity to Java. All power plants located in Paiton Power Complex provide the combined generation capacity of approximately 4,700 MW.
    The first power plant is the P7/8 plant which consists of 2 electrical energy generating units, each with 615-MW capacity for a total capacity of 1,230 MW and has executed the power purchase agreement with PT Perusahaan Listrik Negara ("PLN"), which is Indonesia's state electricity authority, effective for the period of May 1999 to March 2042.
    The second power plant is the P3 plant with 815-MW capacity and has executed the power purchase agreement with PLN effective for the period of March 2012 to March 2042.
    The combined capacity of the two power plants is 2,045 MW, which is equivalent to 6.00 percent of total electricity generation capacity of the whole Java island.

2

      1. To consider and approve the purchase of 2,275,750 ordinary shares of Minejesa Capital B.V. ("MCBV"), equivalent to 45.515 percent of total issued and paid-up shares of MCBV, from Paiton Power Financing B.V. ("PPF") in which Mitsui owns 100 percent of total issued and paid-up shares of PPF, at the price of USD 53.50 million (or approximately THB 1,679.92 million); whereas MCBV provides the financing source to PE.
      2. To consider and approve the purchase of 366,936,795 ordinary shares of IPM Asia Pte. Ltd. ("IPM"), equivalent to 65.00 percent of total issued and paid-up shares of IPM, from PPF in which Mitsui owns 100 percent of total issued and paid-up shares of PPF, at the price of USD 48.90 million (or approximately THB 1,535.47 million); whereas IPM holds shares in PT Paiton Operation and Maintenance Indonesia ("POMI") in the amount of 84 percent of total issued and paid-up shares of POMI; POMI is the company which operates and maintains the two power plants for PE.
    1. To consider and approve that the Company and/or RHIS allocate the funds for the execution of the transaction under 1.1 above and the investment payable according to adjustment mechanism as of the share transfer date pursuant to the share purchase agreement;
    2. To consider and approve that the Company and/or RHIS proceed with other arrangements including negotiations, documentations and execution of agreements, as well as placing of advance deposits or guarantees pursuant to the terms and conditions of relevant agreements for the successful completion of the arrangements under 1.1 and 1.2 above;
    3. To consider and approve that the Chief Executive Officer be authorised, and the Chief Executive Officer be authorised to appoint substitutes, to consider and enter into negotiations regarding the relevant terms and conditions, documentations and agreements for the successful completion of the arrangements under 1.1 to 1.3 above.
  1. The Extraordinary General Meeting of Shareholders No. 1/2021 will be held on Thursday, 21 October 2021 at 14:00 hours in the format of electronic meeting (E-EGM) pursuant to the Emergency Decree on Electronic Meetings, B.E. 2563 (2020) as well as other relevant laws and requirements.
  2. The date to determine the name list of shareholders being entitled to attend the Extraordinary General Meeting of Shareholders No. 1/2021 is Wednesday, 8 September 2021 (Record Date).
  3. The agenda of the Extraordinary General Meeting of Shareholders No. 1/2021 is as follows:
    Agenda 1 To consider and adopt the minutes of the 2021 Shareholders' Annual General Meeting held on 5 April 2021

Opinion of the Board of Directors: the minutes of the meeting are accurate and complete, and the shareholders should adopt the minutes of the meeting.

Agenda 2 To consider and approve the purchase of ordinary shares of 45.515 percent in each of PT Paiton Energy and Minejesa Capital B.V. and purchase of ordinary shares of 65 percent in IPM Asia Pte. Ltd.

Opinion of the Board of Directors: shareholders should consider and approve the purchase by RHIS of 45.515 percent ordinary shares in each of PE and MCBV and the purchase by RHIS of 65 percent ordinary shares in IPM, and approve that the

3

Company and/or RHIS allocate the funds for the investment and the investment payable according to adjustment mechanism as of the share transfer date pursuant to terms and conditions of such purchases of ordinary shares, as well as other arrangements including negotiations, documentations and execution of agreements, placing of advance deposits or guarantees pursuant to the terms and conditions of relevant agreements, including the relevant authorization and sub-authorization, for the successful completion of this transaction.

Agenda 3 Other businesses, if any

In these regards, the Company is to inform the shareholders in details of the procedure in relation to the participation in the Extraordinary General Meeting of Shareholders No. 1/2021 via electronic meeting in the notice of meeting to be further delivered to the shareholders.

Please be informed accordingly.

Sincerely yours,

(Mr. Kijja Sripatthangkura)

Chief Executive Officer

Company Secretary Office

Tel: +66 2794 9510

Fax: +66 2794 9888 Ext. 9510

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Enclosure

(Translation)

Information Memorandum on Asset Acquisition Transaction of RATCH Group Plc. Relating to the Purchase of 45.515% of Ordinary Shares in PT Paiton Energy and Minejesa Capital B.V. and the Purchase of 65% of Ordinary Shares in IPM Asia Pte. Ltd.

Information Memorandum Disclosed under the Notifications on Acquisition or Disposal, Schedule 1

The Board of Directors' Meeting No. 8/2021 of RATCH Group Plc. ("the Company"), held on 24 August 2021, approved to propose that the shareholders' meeting consider and grant the approval for RH International (Singapore) Corporation Pte. Ltd. ("RHIS"), an indirectly wholly owned subsidiary of the Company, to enter into a transaction under the sale and purchase agreement for the ordinary shares in a group of companies operating the coal-fired thermal power plants with a total capacity of 2,045 MW located at Paiton Power Generation Complex in East Java, the Republic of Indonesia. In this respect, RHIS will enter into the transaction as follows: (1) purchase of ordinary shares amounting to 45.515% of the registered and paid-up capital of PT Paiton Energy ("PE") from Mitsui & Co., Ltd. at USD 707.20 million or equivalent to Baht 22,206.29 million;1 (2) purchase of ordinary shares amounting to 45.515% of the registered and paid-up capital of Minejesa Capital B.V. ("MCBV") from Paiton Power Financing B.V. at USD 53.50 million or equivalent to Baht 1,679.92 million;1 and (3) purchase of ordinary shares amounting to 65.00% of the registered and paid-up capital of IPM Asia Pte. Ltd. ("IPM") from Paiton Power Financing B.V. at USD 48.90 million or equivalent to Baht 1,535.47 million1 (collectively called the "Group of Target Companies"), making up a total value of USD 809.60 million or equivalent to Baht 25,421.68 million.1

The investment in ordinary share purchase by RHIS through the investment in PE, the investment in MCBV and the investment in IPM mentioned above is considered as an acquisition of assets of listed companies prescribed in 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 (as amended) and the Notification of the Board of Governors of the Stock Exchange of Thailand ("SET") Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition or Disposition of Assets B.E. 2547 (as amended) ("Notifications on Acquisition or Disposal"). From the transaction size calculation based on the consolidated financial statements of the Company for the period ended 30 June 2021 and the financial statements of PE, MCBV and IPM ended 31 December 2020, the transaction size is equal to 55.4% under the net profit basis. After aggregating with other asset acquisition transactions entered into by the Company during the previous six-month period before entering into this transaction, the asset acquisition transaction of the Company has a maximum size of 55.4% under the net profit basis, which is deemed as a Class-1 Transaction, i.e. a transaction with value equal to 50% or more but less

Remark: 1. The calculation is based on the weighted-average exchange rate quoted by the Bank of Thailand as at 22 June 2021 with the average buying rate for sight bill equal to Baht 31.4003/USD.

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This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Ratchaburi Electricity Generating Holding pcl published this content on 24 August 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 August 2021 16:13:03 UTC.


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