News Detail

Date/Time
09 Jan 2019 17:08:00
Headline
Resolutions of the Board of Directors' Meeting on the Entering into the Connected Transaction and the Scheduling of the Extraordinary General Meeting of Shareholders No. 1/2019
Symbol
JTS
Source
JTS
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                Connected transaction

[ TRANSLATION ]

Our Ref. JTS/CS-001/2562

January 9, 2019

Subject    :    Resolutions of the Board of Directors' Meeting on the Entering into 
the Connected Transaction and the Scheduling of the Extraordinary General
Meeting of Shareholders No. 1/2019
Attention    :    The President of the Stock Exchange of Thailand
Enclosure    :    Information Memorandum on Connected Transaction with respect to the 
Offer of Financial Assistance to Connected Person

Jasmine Telecom Systems Public Company Limited (the "Company") would like to 
inform you of the resolutions of the Board of Directors' Meeting No. 1/2019,
convened on January 9, 2019. The Board of Directors resolved to consider and
approve the following material businesses as follows:

1.    The Board of Directors proposed that the shareholders' meeting consider and 
endorse the minutes of the 2018 Annual General Meeting of Shareholders, convened
 on April 27, 2018.

2.    The Board of Directors proposed that the shareholders' meeting consider and 
approve the granting of a loan, amounting THB 300,000,000 (three hundred million
baht only) with interest of 2.08 percent per annum, totaling THB 312,480,000
(loan amount plus interest), with the term of loan for 12 months with an
extension right for another 12 months, totally not exceeding the period of 24
months, to a connected person of the Company, Jasmine International Public
Company Limited ("JAS") (JAS is a shareholder of the Company, directly holding
32.80 percent of the shares in the Company and indirectly holding 9.06 percent
of the shares in the Company through ACeS Regional Services Co., Ltd. and 9.05
percent of the shares in the Company through T.J.P. Engineering Co., Ltd.; thus,
having the total direct and indirect shareholding in the Company of 50.91
percent of the total issued shares) (the "Granting of Loan Transaction").

The Granting of Loan Transaction constitutes a connected transaction as it is an
entering into a transaction with a major shareholder of the Company.  The
Granting of Loan Transaction is classified as a Class 5 Connected Transaction,
i.e., an offer of financial assistance, pursuant to the Notification of the
Capital Market Supervisory Board No. TorChor. 21/2551 Re: Rules on Connected
Transactions and the Notification of the Board of Governors of the Stock
Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed
Companies Concerning the Connected Transactions, 2003 (collectively, the
"Notifications on Connected Transactions"). The transaction represents the
highest transaction value of 32.26 percent of the net tangible assets of the
Company (the net tangible assets as at September 30, 2018 was THB 968,656,003
(nine hundred sixty-eight million, six hundred fifty-six thousand and three
baht)) calculated based on the reviewed consolidated financial statements of the
 Company for the period ending September 30, 2018.

In this regard, the Board of Directors' Meeting No.8/2018, convened on December 
28, 2018 has resolved to approve the Company to grant a loan, amounting THB
27,500,000 with interest of 2.08 percent per annum with the term of loan for 12
months with an extension right for another 12 months, totally not exceeding the
period of 24 months, to a connected person of the Company, Jasmine International
Public Company Limited ("JAS"). The granting of loan transaction including the
interest incurred therefrom represents the highest transaction value of 2.96
percent of the net tangible assets of the Company (the net tangible assets as at
September 30, 2018 was THB 968,656,003 (nine hundred sixty-eight million, six
hundred fifty-six thousand and three baht).

The granting of loan as detailed above plus the latest loan transaction granted 
to JAS constitutes the total transaction value of 35.22 percent of the net
tangible assets of the Company (the net tangible assets as at September 30, 2018
was THB 968,656,003 (nine hundred sixty-eight million, six hundred fifty-six
thousand and three baht)).

As the transaction value exceeds 3.00 percent of the net tangible assets of the 
Company, the Company has the following duties:
(1)    To disclose the information memorandum on the Granting of Loan Transaction 
as required by the Notifications on Connected Transactions;
(2)    To convene a shareholders' meeting to seek approval on the Granting of Loan 
Transaction, whereby the resolution shall be passed by votes of no less than
three-quarters of the total votes cast by the shareholders attending the meeting
and eligible to vote, without counting the votes cast by the interested
shareholders;
(3)    To appoint an independent financial advisor (IFA) to provide opinions on the
Granting of Loan Transaction, including to submit such opinions to the Office
of the Securities and Exchange Commission (the "SEC"), the Stock Exchange of
Thailand (the "Stock Exchange") and the shareholders.

The details on the offer of financial assistance or the Granting of Loan 
Transaction are set out in the Information Memorandum on Connected Transaction
with respect to the Offer of Financial Assistance to Connected Person, attached
hereto as the Enclosure

3.    The Board of Directors approved the appointment of OptAsia Capital Co., Ltd. 
which is a financial advisor with its name under the approved list of the SEC,
as the independent financial advisor to provide opinions on the connected
transaction with respect to the offer of financial assistance.

4.    The Board of Directors approved the scheduling of the Extraordinary General 
Meeting of Shareholders No. 1/2019 on Tuesday, February 26, 2019, at 10.00 a.m.,
at Auditorium, Jasmine International Tower, 3rd floor, No. 200, Moo 4,
Chaengwatana Road, Pakkred Sub-district, Pakkred District, Nonthaburi 11120, to
discuss the following agenda items:

Agenda Item 1:    To consider and endorse the Minutes of the 2018 Annual General 
Meeting of Shareholders, convened on April 27, 2018;
Agenda Item 2:    To consider and approve the offer of financial assistance to 
Jasmine International Public Company Limited, which constitutes a connected
transaction of the Company
Agenda Item 3:    Other matters (if any)
In this regard, January 24, 2019 is scheduled as the date to record the names of
the shareholders who are entitled to attend the Extraordinary General Meeting
of Shareholders No. 1/2019 (Record Date); furthermore, the Board of Directors,
and/or the President, and/or any person appointed by the Board of Directors
and/or the President, shall be authorized to amend or change the date to record
the names of the shareholders who are entitled to attend the Extraordinary
General Meeting of Shareholders No. 1/2019, including to amend or change the
date, time, and venue of the Extraordinary General Meeting of Shareholders No.
1/2019 in the case of any issue concerning the preparation of documentation and
information which results in a delay in the delivery of documentation and
information to the shareholders within the period required by law, or in the
case of any necessary circumstance requiring the Company to amend or change the
date or time as appropriate.

The invitation letter to the Extraordinary General Meeting of Shareholders No. 
1/2019 together with the documents for the meeting are posted on the Company
website (http://www.jts.co.th) on Wednesday, February 6, 2019.







Please be informed accordingly.

Sincerely yours,
Jasmine Telecom Systems Public Company Limited.

 [Pleumjai Sinarkorn]
(Mr. Pleumjai Sinarkorn)
Chairman of the Board of Directors
 
Information Memorandum on Connected Transaction:
The Offer of Financial Assistance to Connected Person

Jasmine Telecom Systems Public Company Limited (the "Company") would like to 
inform you that the Board of Directors' Meeting No. 1/2019, convened on  January
9, 2019, resolved to propose that the shareholders' meeting consider and
approve the granting of a loan, amounting THB 300,000,000 (three hundred million
baht only) with interest of 2.08 percent per annum, totaling THB 312,480,000
(loan amount plus interest), with the term of loan for 12 months with an
extension right for another 12 months, totally not exceeding the period of 24
months, to a connected person of the Company, Jasmine International Public
Company Limited ("JAS") (JAS is a shareholder of the Company, directly holding
32.80 percent of the shares in the Company, and indirectly holding 9.06 percent
of the shares in the Company through ACeS Regional Services Co., Ltd. and 9.05
percent of the shares in the Company through T.J.P. Engineering Co., Ltd.; thus,
having the total direct and indirect shareholding in the Company of 50.91
percent of the total issued shares) (the "Granting of Loan Transaction").
The Granting of Loan Transaction constitutes a connected transaction as it is an
entering into a transaction with a major shareholder of the Company. The
Granting of Loan Transaction is classified as a Class 5 Connected Transaction,
i.e., an offer of financial assistance, pursuant to the Notification of the
Capital Market Supervisory Board No. TorChor. 21/2551 Re: Rules on Connected
Transactions and the Notification of the Board of Governors of the Stock
Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed
Companies Concerning the Connected Transactions, 2003 (collectively, the
"Notifications on Connected Transactions").  The transaction represents the
highest transaction value of 32.26 percent of the net tangible assets of the
Company (the net tangible assets as at September 30, 2018 was THB 968,656,003
(nine hundred sixty-eight million, six hundred fifty-six thousand and three
baht)) calculated based on the reviewed consolidated financial statements of the
 Company for the period ending September 30, 2018.
In this regard, the Board of Directors' Meeting No.8/2018, convened on December 
28, 2018, resolved to approve the Company to grant a loan, amounting THB
27,500,000 with interest of 2.08 percent per annum, totaling THB 28,644,000
(loan amount plus interest) with the term of loan for 12 months with an
extension right for another 12 months, totally not exceeding the period of 24
months, to a connected person of the Company, Jasmine International Public
Company Limited ("JAS"). The granting of loan transaction, including the
interest incurred therefrom, represented the highest transaction value of 2.96
percent of the net tangible assets of the Company as at September 30, 2018,
calculated based on the reviewed consolidated financial statements of the
Company for the period ending September 30, 2018. Since the transaction value
did not exceed 3.0 percent of the net tangible assets of the Company, it was
required that the transaction be approved by the Board of Directors' Meeting,
prior to the Company's entering into it and disclosing the information
memorandum related to it accordingly to the Stock Exchange of Thailand.

The granting of loan as detailed above plus the latest loan transaction granted 
to JAS constitutes the total transaction value of 35.22 percent of the net
tangible assets of the Company as at September 30, 2018.
As the transaction value exceeds 3.00 percent of the net tangible assets of the 
Company, the Company has the following duties:
(1)    To disclose the information memorandum on the Granting of Loan Transaction 
as required by the Notifications on Connected Transactions;
(2)    To convene a shareholders' meeting to seek approval on the Granting of Loan 
Transaction, whereby the resolution shall be passed by votes of no less than
three-quarters of the total votes cast by the shareholders attending the meeting
and eligible to vote, without counting the votes cast by the interested
shareholders;
(3)    To appoint an independent financial advisor (IFA) to provide opinions on the
Granting of Loan Transaction, including to submit such opinions to the Office
of the Securities and Exchange Commission (the "SEC"), the Stock Exchange of
Thailand (the "Stock Exchange") and the shareholders.

In this regard, the Information Memorandum with respect to the Granting of Loan 
Transaction is detailed as follows:
1.    Transaction date
After the Extraordinary General Meeting of Shareholders No. 1/2019, to be 
convened on
February 26, 2019, resolves to approve the entering into the transaction.
2.    Name of related parties and its relationship with the listed company
Lender    :    Jasmine Telecom Systems Public Company Limited
Borrower    :    Jasmine International Public Company Limited ("JAS")
Relationship with the Company:    :    JAS is a major shareholder of the Company, 
directly holding 32.80 percent of the shares in the Company and indirectly
holding 9.06 percent of the shares in the Company through ACeS Regional Services
Co., Ltd. and 9.05 percent of the shares in the Company through T.J.P.
Engineering Co., Ltd.;thus, having the total direct and indirect shareholding in
 the Company of 50.91 percent of the total issued shares.
3.    General characteristics of the transaction
The Company resolved to grant JAS a loan, amounting THB 300,000,000 (three 
hundred million baht only) with interest of 2.08 percent per annum, totaling THB
312,480,000 (loan amount plus interest) to use as working capital, with the
term of loan for 12 months with an extension right for another 12 months,
totally not exceeding the period of 24 months, under the condition that JAS is
required to repay the Company an interest once every quarter.
The interest rate which the Company agreed with JAS to pay is an interest rate 
at the fixed deposit interest rate of 12 months weighted average of three major
financial institutions (i.e. Bangkok Bank, Krung Thai Bank and Kasikorn Thai
bank), as at the date on which the Board of Directors resolved to propose that
the shareholders' meeting consider and approve an offer of financial assistance
or the Granting of Loan Transaction, which is equivalent to the rate of 1.08
percent per annum plus 1 percent. Such amount is even more than the return that
the Company may have obtained if it had continually deposited such amount with a
financial institution at which the Company generally would have deposited its
money for the same period. However, provided that JAS wishes to extend the right
after the first 12-month due of loan, the Company will consider adjusting the
fixed deposit interest rate anew to be in accordance with the latest rate for
such period, announced by each bank.

4.    Total value and methods used to determine the total transaction value
The Granting of Loan Transaction including the interest incurred therefrom 
represents the highest transaction value of 32.26 percent of the net tangible
assets of the Company (the net tangible assets as at September 30, 2018 was THB
968,656,003 (nine hundred sixty-eight million, six hundred fifty-six thousand
and three baht)) calculated based on the reviewed consolidated financial
statements of the Company for the period ending September 30, 2018.
In this regard, the Board of Directors' Meeting No.8/2018, convened on December 
28, 2018 has resolved to approve the Company to grant a loan, amounting THB
27,500,000. The granting of loan transaction including the interest incurred
therefrom represents the highest transaction value of 2.96 percent of the net
tangible assets of the Company as at September 30, 2018.
The granting of loan as detailed above plus the latest loan transaction granted 
to JAS constitutes the total transaction value of 35.22 percent of the net
tangible assets of the Company (the net tangible assets as at September 30, 2018
was THB 968,656,003 (nine hundred sixty-eight million, six hundred fifty-six
thousand and three baht)).
5.    Connected persons, and nature and scope of interests of the connected person
The Granting of the Loan is considered as an offer of financial assistance to 
JAS which is a major shareholder of the Company, holding a total of 50.91
percent of the total issued shares of the Company, directly and indirectly.  The
details of the connected persons and the nature of the interests are as
follows:
    Name    Nature of Interests    Number of Shares held in the Company
(As at March 13, 2018)
1.    Jasmine International Public Company Limited    Major shareholder of the 
Company    231,714,400 shares
(equivalent to 32.80 percent of the total issued shares of the Company)
2.    ACeS Regional Services Co., Ltd.1    Shareholder of the Company and subsidiary 
of JAS    64,027,700 shares
(equivalent to 9.06 percent of the total issued shares of the Company)
3.    T.J.P. Engineering Co., Ltd.2        63,918,000 shares
(equivalent to 9.05 percent of the total issued shares of the Company)
4.    Mr. Pleumjai Sinarkorn    Director of JAS    50,000 shares
(equivalent to 0.01 percent of the total issued shares of the Company)
Remarks:    1.    ACeS Regional Services Co., Ltd. ("ARS") is a subsidiary of JAS, 
whereby JAS indirectly holds shares in ARS as follows: 98.04 percent of ARS
shares are held by ACeS (Thailand) Co., Ltd. ("ACT"), 58.84 percent of ACT
shares are held by Jasmine International Overseas Co., Ltd. ("JIOC") and 39.82
percent of JIOC shares are held by JAS;
2.    T.J.P. Engineering Co., Ltd. ("TJP") is a subsidiary of JAS, whereby 80 
percent of its shares are held by JAS and the other 20 percent are held by
Acumen Co., Ltd. ("ACU") which is another subsidiary of JAS.
JAS, ACeS Regional Services Co., Ltd. and T.J.P. Engineering Co., Ltd., 
including Mr. Pleumjai Sinarkorn are interested shareholders of the Company who
are not entitled to cast votes on the agenda item in the shareholders' meeting
which proposes that the meeting consider and approve the offer for financial
assistance or the Granting of Loan Transaction which has been provided to JAS.
6.    Sources of funds and sufficiency of the working capital
The funds which the Company uses as a loan granted to JAS are from the deposit 
and the short-term investment that the Company has deposited with the financial
institution.  After the Company grants the Loan to JAS, the Company shall still
be able to maintain a sufficient amount of working capital.
7.    Attendance and voting in the Board of Directors' Meeting of the interested 
directors
At the Board of Directors' Meeting No. 1/2019, convened on January 9, 2019 to 
propose that the shareholders' meeting consider and approve the offer of
financial assistance (or the Granting of  Loan Transaction) to JAS, there were
three directors namely, Mr. Pleumjai Sinarkorn, Chairman of the Board of
Directors, Mrs. Nonglug Pongsrihadulchai, Director and Mrs. Nitt Visesphan,
Director, who are considered as interested directors with respect to this matter
(collectively, the "Interested Directors").  As a result, such Interested
Directors did not attend the meeting nor did they cast votes on such agenda
item.
8.    Opinion of the Board of Directors on the entering into the connected 
transaction
After due consideration by taking into account the rationale and the best 
interests of the Company and its shareholders, the Board of Directors (not
including the Interested Directors) was of the view that such transaction to
offer the financial assistance is reasonable and would directly benefit the
Company.  Furthermore, the loan interest rate on this transaction is higher than
the current maximum return rate that the Company receives from depositing funds
with the financial institution. The Board of Directors then resolved to approve
the offer of financial assistance to JAS, amounting to THB 300,000,000 (three
hundred million baht only) with interest of 2.08 percent per annum and to
propose that the Extraordinary General Meeting of Shareholders No.1/2019
consider and approve the offer of financial assistance or the Granting of Loan
Transaction.  In this regard, the Company has agreed to appoint an independent
financial advisor (i.e. OptAsia Capital Co., Ltd.) to provide opinions to the
shareholders on the reasonableness and benefits as well as the fairness and
condition with respect to the Granting of Loan Transaction.
9.    Opinion of the Audit Committee and/or directors of the Company which are 
different from those of the Board of Directors under Clause 8
None.
______________________________________________________________________

Schedule of Shareholders' meeting

Subject                                  : Schedule of Extra-General Meeting of 
Shareholders
Date of Board resolution                 : 09-Jan-2019
Shareholder's meeting date               : 26-Feb-2019
Beginning time of meeting (h:mm)         : 10 : 00
Record date for the right to attend the  : 24-Jan-2019
meeting
Ex-meeting date                          : 23-Jan-2019
Significant agenda item                  :
  - Connected transaction
Venue of the meeting                     : at Auditorium, Jasmine International 
Tower, 3rd floor, No. 200, Moo 4, Chaengwatana Road, Pakkred Sub-district,
Pakkred District, Nonthaburi 11120
______________________________________________________________________
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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.