(Translation)
RATCH 327/2021
21 September 2021
Subject: | The Entering into a Connected Transaction of a Subsidiary |
Attention: | President of the Stock Exchange of Thailand |
RATCH Group Public Company Limited (the "Company") would like to notify that the Company's Board of Directors at the meeting No. 10/2021 held on 21 September 2021 resolved to approve the entering into a connected transaction between Hin Kong Power Company Limited ("HKP") (an indirect subsidiary in which the Company held 51 percent stake) and Electricity Generating Authority of Thailand ("EGAT") (the Company's major shareholder with 45 percent stake). The details of connected transaction can be summarized as follows:
Contract | Operation and Routine Maintenance | Owner's Engineer Services; |
Contract | Site Supervision | |
Detail | ||
Transaction date | Approximately October 2021 | |
Parties involved | Employer: Hin Kong Power Company Limited | |
Employee: Electricity Generating Authority of Thailand | ||
General Description of | HKP hires EGAT for operation and | To provide services for audit and |
the Transaction | routine maintenance services for | quality control of the Power Plant's |
the Power Plant with consumables | Construction after the start of | |
according to the conditions of | construction (Post NTP) Owner's | |
Operation and Routine Maintenance | Engineer Services; Site Supervision | |
Contract. | for a total period of 38 months after | |
HKP sends a letter notifying EGAT | ||
to start work. | ||
Transaction value | Not exceeding Baht 200 million per | T h e t o t a l c o n t r a c t v a l u e i s |
year for 10-12 years with the total | Baht 113.87 million (excluding VAT). | |
contract value of not exceeding | ||
Baht 2,400 million (excluding VAT). | ||
Method of payment | The first payment would be paid | The first payment would be paid |
within the first 8 months after the | within at the start of work totaling | |
start of work totaling Baht 35 million. | Baht 12 million. The remaining fee | |
The remaining fee would be paid | would be paid equally every three | |
equally every year in monthly | months. | |
installments. | ||
Transaction type | A normal business support transaction with general trading conditions whose | |
value of consideration can be calculated from assets or underlying value | ||
Transaction size | The transaction size is 3.83 percent. | The transaction size is 0.18 percent. |
percent of Net Tangible | Therefore, it is classified as "large | Therefore, it is classified as "medium |
Asset (NTA) according to | transaction size" due to its total | transaction size" due to its total |
the Company's consolidated | value that is 3 percent or higher to | value that is greater than 0.03 per |
financial statement as at | the Company's NTA. | cent but not exceeding 3 percent of |
30 June 2021 | the Company's NTA. | |
Transaction size in the | The Company does not have any connected transaction and there has not | |
previous 6 months | been any same type of kind of transaction with Electricity Generating | |
Authority of Thailand during such period. | ||
Contract | Operation and Routine Maintenance | Owner's Engineer Services; |
Contract | Site Supervision | |
Detail | ||
Opinion of the Board of | The Company's Board of Directors, at the Meeting No. 10/2021 held on | |
Directors and the Audit | 21 September 2021 approved such connected transaction as agreed by | |
Committee | the Company's Audit Committee after having duly considered the | |
substances in the Agreement and dissolved that the Agreement is | ||
appropriate and conducted for the optimum benefit of the Company. | ||
In this regard, the directors representing EGAT, the Company's major | ||
shareholder who is the connected person, were not present and had no | ||
rights to cast their votes in the agenda of this transaction | ||
However, the completion of the transaction is subject to the approval of the meeting of the Board of Directors of Hin Kong Power Company Limited.
Such transaction does not require the disclosure of information according to the Notification of the Capital Market Supervisory Board No. TorJor. 21/2551 Re: Rules on Connected Transactions 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 Connected Transactions 2546 (B.E.). However, this disclosure is done for the Company's transparency.
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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Ratchaburi Electricity Generating Holding pcl published this content on 21 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 September 2021 10:41:04 UTC.