(English Translation)

Ref. No. VGI.CSC.SET.22.19

4 July 2022

Subject:

The subscription of newly issued preferred shares and purchase of the existing preferred and

ordinary shares in Rabbit Care Company Limited by the Subsidiary, which are asset

acquisitions by the Company, and the partial preferred share subscription waiver in

Rabbit Care Company Limited, which is an asset disposal by the Company

To:

The President

The Stock Exchange of Thailand

Enclosure: Information Memorandum on Asset Acquisition of VGI Public Company Limited

VGI Public Company Limited (the "Company") would like to inform you that on 4 July 2022, BSS Holdings Company Limited ("BSSH"), a subsidiary of the Company in which the Company holds 90 percent of all issued shares, has already entered into the Share Subscription Agreement and the Share Purchase Agreement to subscribe for newly issued preferred shares and to purchase the existing preferred shares and ordinary shares of Rabbit Care Company Limited ("RCARE"), a private limited company incorporated under the law of Thailand operating a main business as a holding company, which was in line with the resolution of the Board of Directors' Meeting of the Company No. 7/2022, held on 29 June 2022. The details could be summarized as follows:

  1. BSSH will purchase the newly issued preferred shares in Series C round of RCARE. Presently, RCARE is a subsidiary of the Company as BSSH holds preferred shares and ordinary shares of RCARE in the proportion of 49.72 percent; whereby, BSSH will subscribe for RCARE's newly issued preferred shares in the amount of 56,300 shares, having a par value of THB 10.00 per share, representing no more than 5.10 percent of the total shares sold after RCARE's increase of capital, at the subscription price of USD 135.00 per share or equivalent to THB 4,782 per share, which is equivalent to total value of approximately THB 269.23 million ("Preferred Share Subscription Transaction").
  2. BSSH will purchase the existing preferred shares and ordinary shares from the existing shareholders of RCARE ("Seller") in the amount of 38,350 shares, with a par value of THB 10.00 per share, representing no more than 3.47 percent of all shares sold after RCARE's increase of capital for a purchase price of USD 114.75 per share or equivalent to THB 4,065 per share, the estimate total value being approximately THB 155.88 million ("Existing Preferred Shares and Ordinary Shares Purchase Transaction").
  3. Pursuant to the Civil and Commercial Code, RCARE has an obligation to offer such newly issued preferred shares to BSSH in proportion to the total amount of shares held by BSSH in RCARE. Based on the calculation of BSSH's current shareholding ratio, whereby BSSH holds 49.72 percent, RCARE must offer the newly issued preferred shares to BSSH in the amount of 73,657 shares. However, BSSH will subscribe the newly issued preferred shares only in the amount of 56,300 shares. BSSH, therefore, shall partially waive its pre-emptive right to subscribe to the newly issued preferred shares in the amount of 17,357 shares for other shareholders in RCARE, constituting an asset disposal by the Company ("Preferred Share Subscription Waiver Transaction").

4. After the consummation of all transactions above, BSSH will hold preferred shares and ordinary shares in RCARE, in total, representing 51.62 percent of all paid-up shares after RCARE's increase of capital.

(The Preferred Share Subscription Transaction, Preferred Share Subscription Waiver Transaction and Existing Preferred Shares and Ordinary Shares Purchase Transaction are collectively referred to as the "Transactions").

The Preferred Share Subscription Transaction and Existing Preferred Shares and Ordinary Shares Purchase Transaction are considered as an acquisition of asset and the Preferred Share Subscription Waiver Transaction is considered as a disposal of asset pursuant 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 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 Disposition of Asset B.E. 2547 (as amended) (the "Notifications on Acquisition and Disposition").

The size of the assets acquisition transaction of the Company, namely, the Existing Preferred Shares and Ordinary Shares Purchase Transaction has a maximum size equal to 0.38 percent calculated based on the total value of consideration criteria (according to the latest consolidated financial statements of the Company audited by the certified auditor, as of March 31, 2022). Moreover, the Company had other assets acquisition transactions in the past 6 months prior to this meeting of the Board of Directors, the aggregate size of the acquisition transactions is 18.77 percent calculated based on the total value of consideration criteria. Thus, after accumulating the size of the acquisition transactions in the period of the past 6 months, the Preferred Shares Subscription Transaction and Existing Preferred Shares and Ordinary Shares Purchase Transaction will be equivalent to 19.15 percent, which is greater than 15 percent but lower than 50 percent. Therefore, these transactions will be deemed as the class 2 transaction under the Notifications on Acquisition and Disposition. As a result, the Company is required to disclose information in relation to the transactions to the Stock Exchange of Thailand ("SET") and with the details as appearing on Enclosure 1(Information Memorandum on Asset Acquisition of VGI Public Company Limited) and deliver a letter containing information as specified in the Notifications of Acquisition and Disposition to the shareholders of the Company within 21 days from the date of disclosure to the SET.

Furthermore, the size of the assets disposition transaction of the Company, namely, the Preferred Share Subscription Waiver Transaction has a maximum size equal to 0.20 percent, calculated based on the total value of consideration criteria (according to the latest consolidated financial statements of the Company audited by the certified auditor, as of March 31, 2022). The Company had other assets disposition transactions in the past 6 months prior to this meeting of the Board of Directors, the aggregate size of the transactions is 12.15 percent, calculated based on the total value of consideration criteria. Thus, after accumulating the size of the disposition transactions in the period of the past 6 months, the Preferred Shares Subscription Waiver Transaction will be equivalent to 12.35 percent, which is lower than 15 percent. Therefore, the Company is not required to comply with the requirements under the Notifications on Acquisition and Disposition.

2

RCARE and the Seller are not connected persons of the Company which will cause the Transactions to be regarded as a connected transaction pursuant 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, B.E. 2546 (as amended) in any respect.

Please be informed accordingly,

Sincerely yours

VGI Public Company Limited

(Mr. Marut Arthakaivalvatee) (Mr. Chan Kin Tak)

Authorized Directors

3

(-Translation-)

Enclosure 1

Information Memorandum on Acquisitions of Assets of

VGI Public Company Limited

VGI Public Company Limited (the "Company") would like to inform you that on 4 July 2022, BSS Holdings Company Limited ("BSSH"), a subsidiary of the Company in which the Company holds 90 percent of all issued shares, has already entered into the Share Subscription Agreement and the Share Purchase Agreement to subscribe for newly issued preferred shares and to purchase the existing preferred shares and ordinary shares of Rabbit Care Company Limited ("RCARE"), a private limited company incorporated under the law of Thailand, operating a main business as a holding company, which was in line with the resolution of the Board of Directors' Meeting of the Company No. 7/2022, held on 29 June 2022. The details are as follows:

  1. RCARE is a private limited company incorporated under the law of Thailand operating a main business as a holding company, whereby, RCARE group companies (shareholding structure as appeared in item 4) operate as the non-life insurance and life insurance brokers and provide retail services of general goods via telesales and telemarketing. Presently, RCARE is a subsidiary of the Company as BSSH holds preferred and ordinary shares of RCARE in the proportion of 49.72 percent. BSSH possesses controlling power through its power to appoint or remove half of all directors in RCARE.
  2. In this regard, RCARE will raise its capital in the Series C round by offering and issuing its newly issued preferred shares in the amount of 148,150 shares with a par value of THB 10.00 per share, representing no more than 13.41 percent of the total shares sold after the increase of capital, at the subscription price of USD 135.00 per share or approximately equivalent to THB 4,7821.
  3. BSSH will subscribe for RCARE's newly issued preferred shares in the amount of 56,300 shares, having a par value of THB 10.00 per share, representing 5.10 percent of the total issued shares after RCARE's increase of capital, at the subscription price of USD 135.00 or equivalent to THB 4,782 per share, which is equivalent to the total value of approximately THB 269.23 million ("Preferred Share Subscription Transaction"). Apart from the aforementioned preferred share subscription, BSSH will purchase the existing preferred shares and ordinary shares from the existing shareholders of RCARE ("Seller") in the amount of 38,350 shares, with a par value of THB 10.00 per share, representing no more than 3.47 percent of the total shares sold after RCARE's increase of capital for a purchase price of USD 114.75 or equivalent to THB 4,065 per share1, the estimate total value being approximately THB 155.88 million1
    ("Existing Preferred Shares and Ordinary Shares Purchase Transaction"). After the consummation of the share acquisition transaction, BSSH will hold preferred shares and ordinary shares in RCARE, in total, representing 51.62 percent of all paid-upshares after RCARE's increase of capital.
  4. Pursuant to the Civil and Commercial Code, RCARE has an obligation to offer such newly issued preferred shares to BSSH in proportion to the total amount of shares held by BSSH in RCARE. Based on the calculation of BSSH's current shareholding ratio, whereby BSSH holds 49.72 percent, RCARE must offer the newly issued preferred shares to BSSH in the amount of 73,657 shares. In any event, as described in item 3 above, BSSH will purchase the newly issued preferred shares only in the amount of 56,300 shares. BSSH, therefore, shall partially waive its pre-emptive right to subscribe to the newly

1 With reference to the average exchange rate as announced on the Bank of Thailand's website on 28 June 2022, the exchange rate being THB 35.4221 per USD 1.

1

(-Translation-)

issued preferred shares in the amount of 17,357 shares for other shareholders in RCARE, which constitutes an asset disposal by the Company ("Preferred Share Subscription Waiver Transaction").

(Share acquisition transaction and Preferred Share Subscription Waiver Transaction are collectively referred to as the "Transactions").

In this regard, the Transactions shall not be regarded as connected transactions pursuant 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, B.E. 2546 (as amended) (the "Notifications on Connected Transactions"). However, the Existing Preferred Shares and Ordinary Shares Purchase Transaction are considered as an acquisition of asset and the Preferred Share Subscription Waiver Transaction is considered as a disposal of asset pursuant 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 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 Disposition of Asset B.E. 2547 (as amended) (the "Notifications on Acquisition and Disposition")

The size of the assets acquisition transaction of the Company, namely, the Existing Preferred Shares and Ordinary Shares Purchase Transaction has a maximum size equal to 0.38 percent, calculated based on the total value of consideration criteria (according to the latest consolidated financial statements of the Company audited by the certified auditor, as of March 31, 2022). Moreover, the Company had other assets acquisition transactions in the past 6 months prior to this meeting of the Board of Directors, the aggregate size of the acquisition transactions is

18.77 percent calculated based on the total value of consideration criteria. Thus, after accumulating the size of the acquisition transactions in the period of the past 6 months, the Existing Preferred Shares and Ordinary Shares Purchase Transaction will be equivalent to 19.15 percent, which is greater than 15 percent but lower than 50 percent. Therefore, these transactions will be deemed as the class 2 transaction under the Notifications on Acquisition and Disposition. As a result, the Company is required to disclose information in relation to the transaction to the Stock Exchange of Thailand ("SET") and deliver a letter containing information as specified in the Notifications of Acquisition and Disposition to the shareholders of the Company within 21 days from the date of disclosure to the SET.

In this regard, the size of the assets disposition transaction of the Company, namely, the Preferred Share Subscription Waiver Transaction has a maximum size equal to 0.20 percent, calculated based on the total value of consideration criteria (according to the latest consolidated financial statements of the Company audited by the certified auditor, as of March 31, 2022). The Company had other assets disposition transactions in the past 6 months prior to this meeting of the Board of Directors, the aggregate size of the transactions is 12.15 percent, calculated based on the total value of consideration criteria. Thus, after accumulating the size of the disposition transactions in the period of the past 6 months, the Preferred Shares Subscription Waiver Transaction will be equivalent to 12.35 percent, which is lower than 15 percent. Therefore, the Company is not required to comply with the requirements under the Notifications on Acquisition and Disposition.

2

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

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

VGI pcl published this content on 04 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 July 2022 13:42:06 UTC.