Ref No. IR.2022.00119
August 9, 2022 | |
Re: | Connected Transaction regarding Financial Provided to SENA J Property Public Company Limited |
To: | The President |
The Stock Exchange of Thailand |
Sena Development Public Company Limited ("Company") would like to inform the resolution of Executive Committee Meeting No. 12/2022 held on date May 17, 2022 at Meeting Room, P Floor, Thanyalakpark Building, No. 448 Ratchadapisek Road, Samsen Nok sub-district, Huai Khwang District, Bangkok 10310, it was resolved provide financial assistance to SENA J Property Public Company Limited (SENAJ) in the amount of 650 million baht, a subsidiary that the Company holding 35.35% shares with details as follows:
1. | Date of transaction | 1st time on May 18, 2022 | ||||
2nd time on June 8, 2022 | ||||||
2. | Parties involved | |||||
• | Lender | The Company | ||||
• | Borrower | SENA J Property Public Company Limited | ||||
• | Relationship | The Company is a major shareholder of SENAJ, | ||||
holding a major share of 35.35% | ||||||
3. General Explanation regarding Nature of the Connected Transaction | ||||||
• | Introduction of SENAJ | |||||
Company's Name | SENA J Property Public Company Limited | |||||
Company establishment date | November 19, 2014 Details of the connected | |||||
Directors | 1. | Mr. Woramit Krutto Chairman Of The Board Of Director | ||||
2. | Mrs. Sunee Sornchaitanasuk Independent Director | |||||
3. | Mrs. Kannigar Kovisuth | Independent Director | ||||
4. | Mr. Tiravutti Jirachaisri | Independent Director | ||||
5. | Ms. Kessara Thanyalakpark | Director | ||||
6. | Mr. Pumipat Sinacharoen | Director | ||||
7. | Mr. Pathompron Tiranaswasid Director | |||||
Registered capital | 2,625,000,000.00 baht | |||||
Paid-up capital | 2,100,000,003.50 baht |
SENA Development Public Company Limited
448 Thanyalakpark Building Ratchadapisek Road , Dindaeng District , Bangkok 10310 Tel 02-541-4642 (20 Number) FAX : 02-541-5164www.sena.co.th
Nature of business | low-rise real estate development | |||
Major shareholders | 1. Sena Development Public Company Limited: 35.35% | |||
2. Mrs. Nidda Juratsakcharoen : | 7.21% | |||
3. Mrs. Kaewalin Kamolsuwan : | 4.09% | |||
4. Thai NVDR Company Limited: | 3.50% | |||
Information as of April 19, 2022 | ||||
Relationship with the Company | Borrower is a subsidiary of the Company (the Company is a | |||
major shareholder Holding 35.35% of the borrower's total | ||||
shares and is the person who has control over the borrower) | ||||
Persons connected to the CompanyNone | ||||
• Type of the Transaction | Connected Transaction Re: the provider of Financial | |||
Assistance | ||||
• | Credit facility | 1st time on May 18, 2022, amounting to 450 million baht | ||
2nd time on June 8, 2022, amount 200 million baht | ||||
• | Interest Rate | 4.5% per annum | ||
• Receiving repayment of principal | Principal repayment is at the end of validity period and | |||
and interest payment | interest is paid at the end of each month | |||
• | Lending Period | 1st time on May 18, 2022 - November 14, 2022 | ||
(6 months) | ||||
2nd time on June 8, 2022 - December 6, 2022 | ||||
(6 months) | ||||
• | Objectives | For SENAJ to repay the maturity bonds | ||
1st time on May 23, 2022 | ||||
2nd time on June 12, 2022 | ||||
• | Securities as collateral | None | ||
• | Other borrowing terms | None | ||
• Conditions that may affect the rights of shareholders | None |
SENA Development Public Company Limited
448 Thanyalakpark Building Ratchadapisek Road , Dindaeng District , Bangkok 10310 Tel 02-541-4642 (20 Number) FAX : 02-541-5164www.sena.co.th
- Source of funds utilization
The Company's excess liquidity and/or borrowings from financial institutions as the Company has higher ability to borrow from financial institutions than the subsidiary company - The total value of the transaction and the criteria used to determine the total value of the transaction.
5.1) Total Value of Transaction 1st time | 460,125,000 baht | |
(Calculated from principal of 450 million baht plus interest of 6 | ||
mounts) | ||
Size of Transaction | Transaction size equal to 5.71% of net tangible assets (NTA) (NTA | |
ended March 31, 2022, equivalent to 8,064,711,687 baht) | ||
5.2) Total Value of Transaction 2nd time | 204,500,000 baht | |
(Calculated from principal of 200 million baht plus interest of 6 | ||
mounts) | ||
Size of Transaction | Transaction size equal to 2.54% of net tangible assets (NTA) (NTA | |
ended March 31, 2022, equivalent to 8,064,711,687 baht) |
Therefore, when considering the criteria for providing financial assistance to other. Two items above the size is 8.24% of net tangible assets (NTA), which is more than 3% of tangible assets (NTA), which is a significant financial aid. According to the Notification of the Stock Exchange of Thailand No. BorJor./Por. 11-00 Re: Rules, Conditions and Procedures for Disclosure of Information and any operations of the listed company B.E. 2560.
6. Opinion of the Board of Directors and the Audit Committee on this item
Board of Directors considered and was of the opinion that the said transaction is necessary because the said loan is intended to support the business continuity of the subsidiary. and/or companies with control and this loan is a short-term loan and the Company is the sole lender. because the company It is a major shareholder and has control power in SENAJ. In addition, the Company has a stable financial position and operating results. Therefore, it can provide financial assistance without affecting the Company's performance and the Company can closely monitor the performance of SENAJ. including such loans have interest rate Loan term reimbursement and other appropriate conditions. Therefore, financial assistance is reasonable. To support the operations of the subsidiary and/or companies with control The Audit Committee has no different opinion from the Board of Directors.
SENA Development Public Company Limited
448 Thanyalakpark Building Ratchadapisek Road , Dindaeng District , Bangkok 10310 Tel 02-541-4642 (20 Number) FAX : 02-541-5164www.sena.co.th
The aforementioned items Exempted from complying with the rules on connected transactions 21/2551 Re: Rules for Connected Transactions dated August 31, 2008 (and as amended) and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure. Information and operations of the listed company on the Connected Transaction B.E. 2546 dated 19 November 2003 (and as amended) because SENAJ is not a connected person of the Company. And it is a transaction that the listed company has made a transaction with a subsidiary that has a connected person holding more than 10% shares and is not a person who has control over the subsidiary.
Please be informed accordingly.
Yours Faithfully,
(Mrs. Weraporn Chaisiriyasavat)
Deputy Managing Director and Secretary of the Company
The Compliance division,
Tel 02-541-4642 Ext. 10407
SENA Development Public Company Limited
448 Thanyalakpark Building Ratchadapisek Road , Dindaeng District , Bangkok 10310 Tel 02-541-4642 (20 Number) FAX : 02-541-5164www.sena.co.th
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Sena Development pcl published this content on 10 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 August 2022 01:43:05 UTC.