The Independent Financial Advisor (IFA) has considered the disposal of Triple T Broadband Public Company Limited (TTTBB) and Jasmine Broadband Internet Infrastructure Fund (SET: JASIF) by Jasmine International Public Company Limited (SET: JAS or the company) to Advanced Info Service Public Company Limited (SET: ADVANC) appropriated.
The two transaction will include 1) the share disposal transaction of TTTBB in a total of 7,529,234,885 shares which is equivalent to 99.87% of the total issued and paid-up shares of TTTBB held by ACU (ACU is a subsidiary of the company, in which the company holds 100% of its shares). The total investment is equal to THB 19,500 million, and 2) JASIF investment unit disposal transaction in a total of 1,520,000,000 units, which is equivalent to 19.00% of the total investment units of JASIF, as held by the company at THB 8.50 per unit, totaling THB 12,920 million.
IFA wrote that If JASIF declares dividends during the period from January 1, 2023 until the completion date of the sale and purchase agreement for shares and investment units and AWN or the transferee of the investment units from the company does not have its right to receive the dividends, such dividends shall be deducted from the purchase price of the investment unit.
After considering advantages, disadvantages and risks to the company and its shareholders, IFA has the opinion that entering into this Transaction will be beneficial to the company and its shareholders, especially for the reason that the Transaction will make the company have liquidity in business as well as reducing the burden of default risk, maintaining an adequate cash position and maintaining the financial ratios according to the covenants of loan agreements and agreements with JASIF. Therefore, IFA considered that entering into the Share Disposal Transaction and the Investment Unit Disposal Transaction is appropriate.
However, the success in the entering into these transactions depends upon the conditions precedent which are still uncertain. One of them is about the entering into the Sale and Purchase Agreement for Shares and Investment Units of the parties. Up to the present, both the Purchaser and the Seller have not yet entered into such agreement because according to a condition precedent, the Purchaser may have to be granted approval on the purchase of the investment by the NBTC. The parties shall be able to enter into the SPA for Shares and Investments Units after the approval of the NBTC. Thus, IFA is unable to give opinions related to the SPA for Shares and Investments Units at this time. Moreover, there is no clear direction for future business operations after the Transaction. As a result, the company may have restrictions on the qualifications of being a listed company on the SET.
In addition, there are many uncontrollable factors which may have significant impacts on the returns of shareholders. Therefore, IFA is of the opinion that the Share Disposal Transaction and the Investment Unit Disposal Transaction is appropriate but carries a significant risk to the company’s shareholders. Therefore, IFA had the opinion that the shareholders should not approve the Share Disposal Transaction of TTTBB and the Investment Unit Disposal Transaction of JASIF with a total value of THB 32,420 million.
