บริษัทไทยชูการ์ เทอร์มิเนิ้ล จ(มหาชนากัด )
THAI SUGAR TERMINAL PUBLIC COMPANY LIMITED
สำนักงำนใหญ่: 90 หมู่1 ถ.ปู่ เจ้ำสมิงพรำย.สตำโรงกลำง อ.พระประแดง จ.สมุทรปรำกำร10130 โทรศัพท์02-183-4567 โทรสำร 02-183-4561ทะเบียนเลขที่0107537001692
H EA D O F F ICE : 9 0 MO O 1 , P O O CH A O S A MIN G PH RA I RD . , S A MRO N G K LAN G , P H RA P RA D A ENG , S A MU TP RA KA R N 1 0 1 3 0 TEL . 0 2 - 1 8 3 - 4 5 6 7 F A X 0 2 -1 8 3 - 4 5 6 1
E-mail : thaisugar@tstegroup.com Web Site: www.tstegroup.com PUBLIC COMPANY REG. NO. 0107537001692
No. | 045/2565 | |
7th July 2022 | ||
Subject: | Notification of investment in Nature Best Food Company Limited | |
To | Shareholders | |
Attachments | Information Memorandum on Acquisition of assets of a subsidiary |
Thai Sugar Terminal Public Company Limited ("the Company") would like to inform you that TS Food Holding Company Limited, a subsidiary of the Company (the Company holds shares 99.99 percent) that has expanded the food business by purchasing ordinary shares of Nature Best Food Company Limited. TSG Trading Company Limited, which is a subsidiary of the Company (the Company holds 79 .80 percent of the total shares) buys related buildings and properties of the dormitory business with details as follows:
1. TS Food Holding Company Limited
Company name | Nature Best Food Company Limited |
Location | 592/2 Moo 17 Bang Sao Thong subdistrict, Bang Sao Thong district, |
Samutprakarn | |
Business type | Manufacture and distribute seaweed, seasoned seaweed, snacks, and ready |
meals | |
Paid-up capital | 40,000,000 Baht divided into 400,000 ordinary shares with a par value of 100 |
baht per share | |
Buyer | TS Food Holding Company Limited |
Seller | S and K Holding Company Limited and founder shareholders |
Number of shares | 400,000 ordinary shares, representing 100 percent of the registered capital |
purchased | |
Shareholding structure after | TS Food Holding Company Limited Holding shares in the proportion of 100% |
successful share acquisition | |
2. TSG Trading Company Limited | |
Land and buildings | 1. Land title deed no. 34512, land no. 302, located at 999 Bang Sao Thong |
Subdistrict, Bang Sao Thong District Samut Prakan Province having a | |
total area of 260.3 (two hundred and sixty points three) square wa, and | |
all buildings including equipment, tools, and furniture located on the said | |
land. | |
2. Land title deed no. 76432, land number 1459, located at Bang Sao | |
Thong Subdistrict, Bang Phli District, Samut Prakan Province. has a total | |
area of 396 (three hundred ninety-six) square wa (Land) | |
- 2 -
Business type | Dormitory business |
Buyer | TSG Trading Company Limited |
Seller | Mr. Somchai Atsavaseranee |
In this regard, S & K Holding Company Limited and the group of existing shareholders, the seller of the ordinary shares Nature Best Food Company Limited, and Mr. Somchai Atsavaseranee are not connected persons of the Company and its subsidiaries. Therefore, this transaction is not a related-party transaction according to the Notification of the Capital Market Supervisory Board No. TorJor. 2 1 /2 0 08 . When calculating the size of the asset Acquisition of Assets according to the Notification of the Capital Market Supervisory Board No. TorJor. 20/2008, the maximum total transaction size is 23 .34% based on the net profit criteria, which is more than 15% but less than 50% . Consequently, the Company must disclose information to the Stock Exchange of Thailand, as well as, send information to shareholders within 21 days from the date the Company notifies the Stock Exchange of Thailand.
Pleased be informed accordingly,
Respectfully yours,
(Mr. Chanachai Chutimavoraphand)
Chief Executive Officer and President
Company Secretary Office
Tel.02-1834567 ext. 4012-14
Information Memorandum on Acquisition of Assets of a Subsidiary
- Item 1. TS Food Holding Company Limited accepts the transfer of ordinary shares Nature Best Food Company Limited
-
Date, month, year of the transaction
July 1, 2022 (Board of Directors of Thai Sugar Terminal Public Company Limited and its Subsidiaries No. 6/22 on June 30, 2022, resolved to approve TS Food Holding Company Limited ("TSF") to accept the transfer of ordinary shares of Nature Best Food Company Limited ("NBF")
1.2. Contract parties and their relationship with the listed company
- Transferee : TS Food Holding Company Limited ("TSF"), a subsidiary of Thai Sugar Terminal Public Company Limited ("TSTE") (The Company holds 99.99% of the total issued shares of TSF)
-
Transferor : S&K Holding Company Limited ("S&K"), with Ultimate shareholders, are Mr. Somchai
Atsavaseranee, Ms. Parichart Atsavaseranee, and Ms. Wipada Lertsuwankul
1.3. Nature of Transaction
It is a transaction by TSF (Transferee) to accept the transfer of ordinary shares of NBF from S&K (Transfer) by TSF accepts the transfer of the transferor's entire business, such as investment in the Company's ordinary shares in the amount of 399,998 (Ninety-nine thousand nine hundred ninety-eight) shares, representing 99.999 percent (ninety-nine point nine-nine-nine) of the Company's total shares. Including all the privileges contained in such assets and liabilities with details of the Nature Best Food Company Limited as follows:
Company Name : | Nature Best Food Company Limited | |
Nature of Business | : | Manufacturing and distribution of seaweed, seasoned seaweed, snacks, |
and, ready meals | ||
Paid Capital | : | 40,000,000 baht (forty million baht) |
The shareholding structure and directors of NBF before and on the transaction date are shown in the table below.
List of shareholders of NBF | Before the transaction date | On the transaction date | ||
number of | Shareholding | number of | Shareholding | |
shares | percentage | shares | percentage | |
(share) | (percent) | (share) | (percent) | |
1. | S&K Holding Company Limited | 399,998 | 99.9995 | 0 | 0.0000 | |||||||
2. | Ms. Parichart Atsavaseranee | 1 | 0.0002 | 0 | 0.0000 | |||||||
3. | Ms. Wipada Lertsuwankul | 1 | 0.0002 | 0 | 0.0000 | |||||||
4. | TS Food Holding Company Limited | 0 | 0.0000 | 399,998 | 99.9995 | |||||||
5. | Mr. Chanachai Chutimavoraphand | 0 | 0.0000 | 1 | 0.0002 | |||||||
6. | Mr. Thanakorn Charoenwongsa | 0 | 0.0000 | 1 | 0.0002 | |||||||
List of directors before the transaction date | List of directors as of the transaction date | |||||||||||
1. | Ms. Wipada Lertsuwankul | 1. Ms. Wipada Lertsuwankul | ||||||||||
2. | Mr. Somchai Atsavaseranee | 2. Mr. Somchai Atsavaseranee | ||||||||||
3. | Mr. Ichiro Tashiya | 3. Mr. Chanachai Chutimavoraphand | ||||||||||
4. | General Prayut Mekwichai | 4. Mr. Thanakorn Charoenwongsa | ||||||||||
5. | Mr. Pichai Atsavaseranee | 5. Mr. Thanakorn Burintarachat | ||||||||||
Summary of financial position and operating results of the three-year NBF financial statements | ||||||||||||
are as follows: | Unit : Million Baht | |||||||||||
NBF Financial Statements | 2019 | 2020 | 2021 | |||||||||
Total assets | 239.16 | 226.18 | 281.10 | |||||||||
Total liabilities | 160.89 | 128.01 | 204.09 | |||||||||
Equity | 78.27 | 98.17 | 77.01 | |||||||||
Total income | 220.39 | 256.18 | 305.62 | |||||||||
Total cost | 209.80 | 226.77 | 262.95 | |||||||||
Profit (loss) before finance costs and income tax | 10.59 | 29.42 | 42.67 | |||||||||
expenses | ||||||||||||
Financial cost | 5.64 | 4.15 | 2.46 | |||||||||
Income tax | 1.70 | 5.37 | 8.53 | |||||||||
Net profit | 3.25 | 19.90 | 31.68 | |||||||||
1.3.1. Price, pricing criteria, and payment method
1.3.1.1. Business Transfer Compensation Price is calculated according to the following formula: Business transfer compensation, or X = A + B - C - D - E
Where
A is equal to the total business value of NBF (Enterprise Value), totaling 250,000,000 baht (two hundred and fifty million baht).
B is equal to cash items or cash equivalents. Accounts Receivable and other Receivables and inventories of NBF's businesses as of June 30, 2022
C is equal to the list of accounts payable and other payable, and the list of loans with financial institutions of NBF's business as of June 30, 2022.
D is equals the NBF's unrecorded liabilities, such as employee benefit obligations, retirement payments, unemployment compensation, etc., and other entity's provisioning liabilities.
E is equal to the transferee's liabilities as they appear in the transferee's financial statements, which consist of the statement of financial position and the profit and loss statement at 24.00 on the day before the date of the entire business transfer of NBF.
1.3.1.2. Pricing Criteria
The discounted cash flow method.
1.3.1.3. Settlement Pay in cash
1.3.2. Source of funds
Company working capital
1.3.3. Benefits of making a transaction
To expand the food business from manufacturers of various food ingredients such as wheat flour, vegetable oil, protein from crickets, etc., as well as food trading alliances such as sugar, etc., to become a producer of essential food ingredients such as seaweed and various seasoning powders. (Seasoning) to become a ready- made food producer and snacks under the Koriko brand and will develop many products and brands for further distribution in the future.
1.4. Opinion of the Board of Directors regarding the entering into the transaction
The Board of Directors considered, approved, and unanimously resolved to approve the transaction because it is considered that entering into this transaction will allow the company to expand its food business by building on the previous business. This will enable the company to grow sustainably. Continually enhance profitability.
1 . 5 . Opinions of the Risk Management Committee and/or Directors of the Company that are different from the opinions of the Board of Directors
- None -
2. Item 2. TSG Trading Company Limited purchases land, buildings and properties related to the dormitory business
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Thai Sugar Terminal pcl published this content on 25 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 July 2022 06:33:00 UTC.