Turnkey Communication Service Plans to Buy ‘AIT’ through Stock Swap with ‘Sabuy Technology’

Turnkey Communication Services Public Company Limited (SET: TKC) has announced that its Board of Directors have approved an acquisition in Advanced Information Technology Public Company Limited (SET: AIT) and offering and allocation of the newly issued shares of the company by the way of private placement.

TKC stated that it will will acquire ordinary shares in AIT from the following persons, including 16.60% of shareholding from Sabuy Technology Public Company Limited (SET: SABUY) and 2.61% from Mr. Chookiat Rujanapornpajee (SABUY’s major shareholder and CEO),  in the total amount of 357,126,471 ordinary shares (representing 24.95% of all issued and paid-up shares in AIT) at a value of THB 6.80 per share, the total purchase price will be THB 2,428,460,002.80. 

The Board of Directors also approved the increase of the Company’s registered capital of THB 100,000,000.00 from the current registered capital of THB 300,000,000.00 to be THB 400,000,000.00 by issuing 100,000,000 newly issued ordinary shares at the par value of THB 1.00 per share to offer to specific persons by way of private placement. 

 

The allocation will be distributed to;

1) Allocation of the newly issued ordinary shares of not exceeding 9,254,700 shares at a par value of THB 1.00, with the offering price of THB 25.00 per share, in a total value of THB 231,367,500.00 to Mr. Sina Oontornpan.

2) Allocation of the newly issued ordinary shares of not exceeding 8,745,300 shares at a par value of THB 1.00, with the offering price of THB 25.00 per share, in a total value of THB 218,632,500.00 to Ms. Sinanang Oontornpan.

3) Allocation of the newly issued ordinary shares of not exceeding 64,627,200 shares at a par value of THB 1.00, with the offering price of THB 25.00 per share, in a total value of THB 1,615,680,000.00 to SABUY as payment in kind instead of cash for the consideration of Share Purchase Transaction of AIT.

4) Allocation of the newly issued ordinary shares of not exceeding 10,000,000 shares at a par value of THB 1.00, with the offering price of THB 25.00 per share, in a total value of THB 250,000,000.00 to BCH Ventures Company Limited.

5) Allocation of the newly issued ordinary shares of not exceeding 7,372,800 shares at a par value of THB 1.00, with the offering price of THB 25.00 per share, in a total value of THB 184,320,000.00 to Mr. Palin Lojanagosin.

 

Note that the allocation to SABUY will result in the company becoming the second major shareholder of TKC.

Moreover, Mr. Palin Lojanagosin is the major shareholder and CEO of Plan B Media Public Company Limited (SET: PLANB).

There were big lot transactions of TKC yesterday at the amount of 10 million shares totaling 234 million baht (avg THB23.4 per share). Some speculated that SKY ICT Public Company Limited (SET: SKY) or SKY’s related party could be the one that purchased those shares to avoid the dilution after TKC’s capital increase due to currently being the second major shareholder in TKC. Its business footprint also ties with TKC for a long time.