Sappe Public : The joint venture investment of a subsidiary and the establishment of a new joint venture company
August 10, 2022 at 09:11 pm EDT
Share
No. SAPPE 012/2565
Date
11 August 2022
Subject
Resolution of The Board of Directors no. 5/2022
The joint venture investment of a subsidiary and the establishment of a new joint venture company
To
President
The Stock Exchange of Thailand
Sappe Public Company Limited (or "SAPPE") hereby announces that on 10 August 2022, its Board of Directors has approved SAPPE Holding (Thailand) Company Limited (or "Sappe Holding"), a 100% subsidiary directly owned by SAPPE, to enter into a partnership with Thai Broadcasting Company Limited (or "THB"), a 100% subsidiary of Workpoint Entertainment Public Company Limited (or "WORK"), to co-invest into a joint venture company, WOPE Company Limited (the "JV Company") to develop, manufacture, market and distribute innovative food and beverage products through appealing marketing activities and communications.
Sappe Holding will hold a 60% equity stake in the JV Company and use its internal cashflow as a source of fund, while the other 40% will be held by THB. Total investment into the JV Company is 50.0 million Thai Baht, divided into 500,000 ordinary shares with a par value at 100.00 Thai Baht per share. The directors of the JV Company consist of 5 directors; 1. Mr. Adisak Ruckariyaphong 2. Ms. Piyajit Ruckariyapong 3. Mr. Tanarat Ruckariyapong
4. Mr. Dhanasak Hoonarak and 5. Mr. Surakarn Sirimothya. The establishment of the JV Company is expected to complete in the third quarter of 2022.
THB operates television program production business, the main business of WORK, a leading entertainment company in Thailand, producing various television and media programs with creative ideas. The programs presented to the audiences provide both useful information and entertaining experiences through famous artists. SAPPE's innovative spirit and expertise in food and beverages manufacturing as well as nationwide distribution channels, together with marketing activities through THB's mass media & entertainment platforms reaching audiences of all ages, will provide a unique foundation for this partnership to jointly develop and deliver innovative quality and tasty products to Thai consumers.
This investment does not involve any shareholders or connected persons of SAPPE according to the notification of the Capital Market Supervisory Board No. ThorJor. 21 / 2551 regarding rules for connected transactions
(including amendments) and the announcement of the Stock Exchange of Thailand ("SET") Subject: Disclosure of
information and the operations of listed companies in the connected transaction on B.E.2546 (including amendments).
The above transaction is considered an asset acquisition under the notification of the Capital Market Supervisory Board No. ThorJor. 20/2551 regarding criteria for making significant transactions considered as an acquisition or disposal of assets (including amendments), and the announcement of the SET regarding disclosure and operation
of listed companies pertaining to the acquisition or disposal of assets, B.E 2547 (including amendments). The transaction size is equal to 0.75%, calculated on a total value of consideration basis based on the consolidated financial statements of SAPPE for the second quarter ended 30 June 2022, and when combining with value of assets acquisition transaction in the past six months prior to the date of this transaction, the total size is 2.60%. Therefore, the said transaction is not considered an asset acquisition transaction that would require to disclose the
information memorandum in relation to the transaction to the SET or to obtain an approval of the shareholders'
meeting in accordance with the Notification on Assets Acquisition or Disposal.
However, SAPPE is obliged to report such investment, according to the regulation of the SET Subject: Rules, Conditions, and Procedures governing the disclosure of information and other acts of a listed company, as this is the case where SAPPE acquires an investment in another company which results in that other company becoming SAPPE's subsidiary.
Sincerely yours,
SAPPE Public Company Limited
Ms. Piyajit Ruckariyapong
Chief Executive Officer
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SAPPE pcl published this content on 11 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 August 2022 01:10:10 UTC.
SAPPE Public Company Limited is engaged in manufacturing and distributing healthy food and beverages. Its segments include Health drinking products, Coconut products, and Other segments. Its product categories include Functional Beverage Segment, Functional Powder Segment, Fruit Juice / Juice Drink Segment, Healthier Snack and Supplement & others. The Functional Powder segment includes Preaw Chlorophyll, Preaw Coffee Slim fit Coffee and Maxtive Coffee. Healthier Snack include Sappe Beauti Jelly, Maxtive functional jelly, Zea Max crispy fish snack, and All Coco coconut pudding, Kru Pensri Candy and Limitless lozenge. The Supplement & others include Sappe Inno science, Sappe x Takabb cough relief shot, Ruby lady, Sood Sud herbal inhaler and Keaf hemp tea. Its juice drink brands in the global market are Gumi Gumi, Sappe Aloe Vera, All Coco Nam Hom coconut juice and Gumi Gumi by Mogu Mogu. Its subsidiaries include Sappe Europe s.r.o and Sappe Holding (Thailand) Company Limited.
SAPPE 
