18 Dec 2018 17:52:00
Transaction to Sell Ordinary Shares
Connected transaction No. Tor Hor. 050/2561 December 18, 2018 Subject : Transaction to Sell Ordinary Shares To : Director and Manger Stock Exchange of Thailand According to the Board of Director Meeting of Thanulux Public Company Limited no. 7/2561 at December 18, 2018 has considered and cordially approved the transaction to sell ordinary shares of Waseda Education (Thailand) Company Limited ("WASEDA") for 4,464 Shares, at 320 Baht per share (Book value at October 31, 2018, at 319.45 Baht per share), for the total amount of Baht 1,428,480 to Mr. Boonsithi Chokwatana who is a connected person to the company, according to the details as follows : (1) Transaction Date : Within December 2018 (2) Involved Parties Selling Party : Thanulux Public Company Limited Buying Party : Mr. Boonsithi Chokwatana (3) Details of connected parties : The buyer is the Father of and relationship Mr.Thamarat Chokwatana Company's Director (4) General Transaction Description : Selling ordinary shares of "WASEDA" for 4,464 shares, at 320 Thai Baht to Mr. Boonsithi Chokwatana who is a connected person to the company. (5) Purpose of transaction : Selling shares of the company which not related to core business and manage the return on investment. (6) Disposed securities details Securities issuing company : Waseda Education (Thailand) Company Limited Type of business : Educational Institution Issued and paid-up share capital : Baht 20,000,000. classified into 200,000 ordinary shares, with par value of Baht 100 per share Pre-transaction Shareholding Ratio : 14,286 shares, accounting for 7.143% Post-transaction Shareholding Ratio : 9,822 shares, accounting for 4.911% Total Transaction Value : 1,428,480 Baht (7) General Description of connected transaction Type of transaction : Transactions relating to assets and services Transaction volume : 1,428,480 Baht Above transaction came under the scope of connected transactions for listed companies as specified in The Notification of The Capital Market Supervisory Board No. Tor Chor.21/2551, regarding rules on connected transactions provided as transactions relating to assets and services having transaction volume of over Baht 1 million but less than Baht 20 million, or more than 0.03% but less than 3% of net tangible assets (NTA), whichever may be greater. Such 0.03% of NTA value by the company as of September 30, 2018, stood at Baht 1.11 million, as against 3% of said NTA of Baht 110.96 million. Accordingly, said transaction volume warranted the company to seek approval from The Board of Directors and to report said information to the SET, without having to seek further approval from the shareholders' meeting. (8) Acquisition and disposition of assets Transaction volume : Does not come under the scope for the acquisition or disposal of assets having significant value for listed companies (9) The director (s) with possible conflict of interests, and/or the director (s) serving as connected parties, did not attend nor were eligible to cast votes at said meeting. : Mr.Thamarat Chokwatana (10) Opinion by The Board of Directors : The Board of Directors approved the transaction to sell ordinary shares of Waseda Education (Thailand) Company Limited for 4,464 shares, at 320 Baht per share, for total amount of 1,428,480 Baht, to Mr. Boonsithi Chokwatana who is a connected party to the company and wishes to donate the aforesaid shares. Furthermore, the selling price is reasonable. (11) Opinions of The Audit Committee and/or Director significantly different from those by The Board of Directors : - None - Please kindly acknowledge the above matters. Faithfully Yours, Dusadee Soontrontumrong (Miss Dusadee Soontrontumrong) Chairman of Executive Committee ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand has no responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement.