THE BROOKER GROUP (Translation)
Information Memorandum of The Brooker Group Public Company Limited
on Acquisition in Relation to Digital Assets
On June 2, 2022, The Brooker Group Public Company Limited ("the Company") has informed the Stock Exchange of Thailand ("SET") that Brooker International Company Limited ("BICL"), a subsidiary in which the Company holds 100% of shares, has invested in a total amount of USD 10 million or approximately Baht 340,166,000 (Investment value is in USD, assuming an exchange rate of Baht 34.0166 per USD) in the Binance Labs Investment Fund (Details appeared in the news published on the SET website which has been online since June 2, 2022) and the Company has assessed investment in such funds as a form of excess liquidity management,not as an Asset Acquisition Transaction under the Notification of the Capital Market Supervisory Board No. Tor.Jor.20/2008 Re: Rules on Entering into Material
Transactions Deemed as Acquisition or Disposal of Assets (and the Amendment). Nevertheless, the Company would like to disclose the information to the SET to be in compliance with the relevant laws and regulations. Therefore, in the disclosing information to the SET on June 2, 2022, the Company does not calculate the transaction size according to the aforementioned guidelines.
However, when the Company continued to discuss in detail with the Securities and Exchange Commission ("SEC") on material issues regarding the rules for managing excess liquidity especially in relation to Digital Assets. Therefore, the investment characteristics were reviewed once again. It is deemed appropriate that the Company should reconsider complying with disclosures following the criteria for the acquisition and disposal of assets.
Therefore, the investment in Binance Labs Investment Fund, the Company has calculated the transaction size following the criteria for the acquisition and disposal of assets for listed companies under the Notification of the Capital Market Supervisory Board No. Tor.Jor.20/2008 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets (and the Amendment) and 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 Assets, 2004 (and the Amendment) ("Notification on the Acquisition or Disposal of Assets") The transaction will have the maximum transaction size based on the criteria on net tangible assets equal to 8.47%when using the base calculation from the consolidated financial statements for the first quarter of 2022 ended March 31, 2022. Therefore, when combining the previous 6 months transaction size pior to the date entering to this investment (During November 27, 2021 to May 26, 2022) of 14.20%, the total transaction size would equal to 22.67%. In this regard, the entering into the Asset Acquisition Transaction, with the size of 15% or higher but lower than 50%, are classified as Class 2 Transaction. As a result, the Company is required to 1) immediately prepare a report and disclose the information memorandum of the entering into of the transaction to the SET and 2) send a written notice to the shareholders of the Company within the period of 21 days from the date of which the information memorandum on the entering into of the transaction is disclosed to the SET.
Information Memorandum on Acquisition in Relation to Digital Assets | Page 1 of 7 |
Background
The Company has invested in Digital Assets since March 29, 2021 by authorizing the investment committee of the Company ("Investment Committee") in considering the details to enter into any investment related to Digital Assets (Digital Asset Strategic Roadmap), in which in 2022 the Company still continues the plan in managing excess liquidity to gain more exposure in such Digital Asset Innovations.
On May 27, 2022, the Company, through BICL, has entered into an investment in Binance Labs Investment Fund in total of USD 10 million (Approximately Baht 340,166,000) out of fund- raising amount USD 500 million which is founded by Binance Labs, the venture capital and incubation arm of Binance, the world's largest cryptocurrency exchange by cryptocurrency trading volume.
This fund was supported by leading global institutional investors such as DST Global Partners, and Breyer Capital. Other major private equity funds, family offices, and corporations also subscribed to the fund as limited partners. The fund will invest in incubation, early-stage venture, and late-stage growth projects that can extend the use cases of cryptocurrencies and drive the adoption of Web3 and blockchain technologies.
The Company regards the investment as an opportunity to explore global projects in the Digital Asset Ecosystem. The Company will also look to further support new projects that has the potential to expand digital asset adoption across DeFi, NFTs, gaming, Metaverse, social, and future innovations in the Digital Asset space.
The size of the Asset Acquisition Transaction can be summarized as follows;
The investment in Binance Labs Investment Fund will have the maximum transaction size equal to 8.47%when using the base calculation from the consolidated financial statements for the first quarter of 2022 ended March 31, 2022. Therefore, when combining the previous 6 months transaction size pior to the date entering to this investment (During November 27, 2021 to May 26, 2022) of 14.20%, (It is to manage excess liquidity by (1) investing in 2 funds in relation to Digital Asset investment with transaction size of 1.85%and 0.45%respectively, (2) investing in BNB Tokens (BNB Token Purchase Agreement) with Binance Capital Management Co., Ltd., a subsidiary of the Binance group, by entering into BNB Purchase Agreement USD 13 million, or approximately Baht 444,434,900 (assuming an exchange rate of Baht 34.1873 per USD) representing a transaction size of 11.39%; and (3) non-Digital Asset investment which has a transaction size of 0.51%), resulting in the total Asset Acquisition Transaction size is 22.67% (8.47% + 14.20%), with the size of 15% or higher but lower than 50%, are classified as Class 2 Transaction. As a result, the Company is required to 1) immediately prepare a report and disclose the information memorandum of the entering into of the transaction to the SET and
- send a written notice to the shareholders of the Company within the period of 21 days from the date of which the information memorandum on the entering into of the transaction is disclosed to the SET.
Therefore, the Company has prepared information about the Asset Acquisition Transaction in relation to Digital Asset as following;
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Information Memorandum of The Brooker Group Public Company Limited
on Acquisition in Relation to Digital Assets
-
Date of the Transaction
May 27, 2022 as subscription date for Binance Labs Investment Fund - Relevant parties and relationships with the Company
Buyer : Brooker International Company Limited ("BICL") (100% owned by The Brooker Group PLC ("BROOK")) incorporated in Hong Kong, China Republic
Seller : Binance Labs Investment Fund is not considered a connected transaction to the Company
Address:
c/o Ascent Fund Services (Singapore) Pte, Ltd., 7 Temasek Boulevard #07-07A
Suntec Tower One,
Singapore 038987
Nature of Business:
Binance Labs Investment Fund is the Fund founded by Binance Labs, the venture capital and incubation arm of Binance, the world's largest cryptocurrency exchange by cryptocurrency trading volume.
3. General characteristics, type and size of the transaction
3.1 General characteristics
An investment in Binance Labs Investment Fund which is founded by Binance Labs, the venture capital and incubation arm of Binance, the world's largest cryptocurrency exchange by cryptocurrency trading volume.
This fund was supported by leading global institutional investors such as DST Global Partners, and Breyer Capital. Other major private equity funds, family offices, and corporations also subscribed to the fund as limited partners. The fund will invest in incubation, early-stage venture, and late-stage growth projects that can extend the use cases of cryptocurrencies and drive the adoption of Web3 and blockchain technologies.
The Fund seeks to make investments in Digital Assets (including but not limited to cryptocurrencies, stablecoins and security, utility and payment tokens), and distributed ledger technologies (including but not limited to blockchain and non- blockchain protocols) and may generally invest in capital markets products, non- capital markets products and other instruments connected with, or otherwise associated with, Digital Assets and distributed ledger technologies including for the avoidance of doubt investing in (or otherwise receiving investment returns from) companies and projects (regardless of legal form) which are operating, sponsoring,
Information Memorandum on Acquisition in Relation to Digital Assets | Page 3 of 7 |
managing, connected with or otherwise associated with, Digital Assets and distributed ledger technologies.
On May 27, 2022, the Company, through BICL, has entered into an investment in Binance Labs Investment Fund in total of USD 10 million (Approximately Baht 340,166,000) using the Company's excess liquidity to enter into such transaction.
In addition, the key decisive reason for this investment is the Company received such satisfactory investment conditions and aligned with the Company's long-term investment strategy in Digital Assets (Digital Asset Strategic Roadmap) as well.
3.2 Transaction Size
The calculation of the transaction size according to the Notification of Acquisition or Disposition of Assets and refer to the consolidated financial statements for the first quarter of 2022 ended March 31, 2022 according to 4 calculation criteria, details are as follows:
Financial data for Calculation
The Company | As of March 31, 2022 |
(mn THB) | |
Shareholders' Equity | 3,221.03 |
Deferred Tax Asset | 80.65 |
Intangible Asset | - |
Net Profit for previous | 205.75 |
Total assets | 4,017.12 |
Information Memorandum on Acquisition in Relation to Digital Assets | Page 4 of 7 |
Criteria for Calculating the Transaction Size of Investment in Relation to Digital Assets
Calculation Criteria | Formula | Transaction size |
- Calculation based on the (NTA of investment in the company x Proportion ofNot applicable as it is not involved share
value of net tangible assets | assets acquired or disposed) x 100 | acquisition of the company | ||
NTA of the listed company | ||||
2) | Calculation based on net | (Net operating profits of the investment x Buying | Not applicable as it is not involved share | |
operating profits | orselling ratio) x 100 | acquisition of the company | ||
Net operating profits of the listed company | ||||
3) | Calculation based on total | Value of transaction paid or received x 100 | = (340,166,000/4,017,117,352) x 100 | |
value of consideration | Total assets of listed company | = 8.47% | ||
4) | Calculation based on value | Equity shares issued for the payment of assets x 100 | Not applicable as it is not involved share | |
of equity shares | Paid-up shares of the company | acquisition of the company |
The transaction will have the maximum transaction size based on the criteria on net tangible assets equal to 8.47%. Therefore, when combining the previous 6 months transaction size pior to the date entering to this investment of 14.20%, (It is to manage excess liquidity by (1) investing in 2 funds in relation to Digital Asset investment with transaction size of 1.85%and 0.45%respectively, (2) investing in BNB Tokens (BNB Token Purchase Agreement) with Binance Capital Management Co., Ltd., a subsidiary of the Binance group, by entering into BNB Purchase Agreement USD 13 million, or approximately Baht 444,434,900 (assuming an exchange rate of Baht 34.1873 per USD) representing a transaction size of 11.39%; and (3) non-Digital Asset investment which has a transaction size of 0.51%), resulting in the total Asset Acquisition Transaction size is 22.67% (8.47% + 14.20%) In the regard, the entering into of the Asset Acquisition Transaction, with the size of 15% or higher but lower than 50%, are classified as Class 2 Transaction. As a result, the Company is required to 1) immediately prepare a report and disclose the information memorandum of the entering into of the transaction to the SET and 2) send a written notice to the shareholders of the Company within the period of 21 days from the date of which the information memorandum on the entering into of the transaction is disclosed to the SET.
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Brooker Group pcl published this content on 24 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 June 2022 10:35:02 UTC.
