News Detail
Date/Time
25 Apr 2019 17:04:00
Headline
Clarification of news or information requested by SET-Attatchment1
Symbol
AQ
Source
AQ
Full Detailed News
SET requests to clarify news or information
Subject : Clarification of news or information
requested by SET
Description :
Basic Information
Planet Energy Holdings Pte. Ltd. (PEH)
Date of Established Company Registration : 11 April 2014
Location of Head Office : 1 Raffles Places # 28-02 One Raffles Place, Singapore
048616
Nationality : Singapore
Authorized Capital : USD 113.997
Paid-up Capital
:
USD 113.997
All this is divided into 50,000 ordinary shares.
Conducting Business : PEH operates business in holding shares in other
companies (Holding Company), holding 18% of all shares sold in Green Earth Power
(Thailand) Co., Ltd.("GED"). GEP is currently engaged in business of designing
and consulting on engineering infrastructure and renewable energy business
produces solar electricity for sale to both public and private agencies.
Board of Directors of PEH
No. List of Directors Nationality Position
1 Tan Lian Kiow Chai Bak Hua Singapore Authorized Director Signature
2 Aung Thita (Mr. Aung Thiha) Burma Authorized Director Signature
3 Mr. Supasit Phokhinjarut Thai Authorized Director Signature
Majority Shareholder of PEH
No. List of Shareholders Nationality Number of shares Proportion
1 AVA Asia Ltd. British Virgin Islands 50,000 100%
Structure of Group
The structure of Noble Planet Pte. Ltd. ("NBP") Group is the Singaporean
nationality that is characteristic of holding company with Wealthy (BVI) being
the only major shareholder of 50,000 shares and has authorized capital of USD
61.67 million. The Board of Directors is the group of people with PEH. However,
NPB is the company holding ordinary shares of GEP in the same order as PEH and
the shareholding proportion in GEP at 20.00% of total sold shares.
Analysis of PEH Subsidiaries
The PEH business in the Holding Company has analyzed its subsidiaries such as
GEP. At present, GEP operates business in holding shares in other companies and
no business operations of its own (Holding Company) by holding shares in GEPM at
the proportion of 100 % of all shares sold which is the source of income for
GEP with details as follows.
Green Earth Power (Thailand) Co., Ltd. ("GED")
Date of Established Company Registration : 30 April 2557
Location of Head Office : 33/4 The Nine
Tower, Grand Rama 9, 36th Floor, Huai
Khwang Subdistrict, Huai Khwang District, Bangkok.
Authorized Capital : 155.76
million baht
Which is divided into 1,557,558 ordinary shares,100-baht
par value
Conducting Business : PEH operates
business in holding shares in other
companies and no business operations of its own
(Holding Company) by being the shareholder of 100% of
all sold GEP (Myanmar) Company Limited ("GEPM")
shares.
GEP (Myanmar) Co., Ltd ("GEPM")
Date of Established Company Registration : 19 February 2016
Nationality : Myanmar
Location of Head Office : Suite 213, 2nd
Floor, Pearl Condo, Kabar Aye Pagoda
Road, Bahan Township,Yangon, Myanmar
Authorized Capital : USD 500
million
Which is divided into 500 million ordinary shares,
USD1.00 par value
Paid-up Capital : USD 6.65
million
Conducting Business : GEPM is the GEP
subsidiary under established law of
Myanmar which GEPM currently operates as follows:
1. Business related to power generation machines and electricity generation
equipment from clean energy as well as various renewable energy such as solar
and wind including consulting, installation, inspection, repair maintenance and
related services.
2. Operation of electricity for distribution to agencies, both public and
private, domestic and foreign.
The GEPM (the subsidiary of GEP) is in the developing process of solar power
plant project which installed on ground at Minbu city, Magway district, Republic
of the Union of Myanmar ("Minbu Power Plant Project" or "Project").The
installed capacity of power plant is total of 220 megawatts (direct current)
power generation to 170 megawatt (alternating current).
However, GEPM entered into power purchase agreement with government agency of
Republic of Union of the Myanmar to oversee the production and distribution of
electricity such as Electric Power Generation Enterprise ("EPGE") on March 20,
2016 and every phase of the project has received MIC Permit dated 12 April 2017
by obtaining the BOT (Built-Operate-Transfer) agreement with term of 30 year
from the commencement of commercial operation date (COD) of Phase 1 and the
power purchase rate at USD 0.1275 per kilowatt - hour.
All this GEPM expected when construction is completed, then all will be able to
recognize revenue from electricity sales for full year approximately USD 40.77
million and the average net profit of USD16.38 million. At present, Phase 1
project has started construction on the progress of approximately 70% of project
phase 1. Phase 1 is expected to be completed and began commercial operation
within 30 April 2019 and GEP Myanmar to receive cash flows from the sale of
electricity immediately.
GEP stock valuation
The valuation GEP has analyzed according to the estimated fair value of GEP
report which prepared by the financial advisor approved by the SEC as of
February 2019.
In accordance with the financial advisor has assessed the value of GEP by
discounted cash flow approach which calculates the present value of estimated
net cash flow from operations with appropriate discount rate and taking into
account of GEP operation in the future base on the assumption of prepared
financial advisor. The GEP fair value after net cash flow deduction of META can
be obtained from not having to be responsible for additional funding for GEP
investment according to the agreement between the shareholders, the value is
3,444.71 million baht. Both NBP and PEH have the shareholding proportion in GEP
equal to 38% of all paid-up shares1, therefore, the common stock value is equal
to 1,308.99 million baht.
1 Since 31 January 2018, the QTCGP has exercised the right to ordinary shares
sold at15% of the total paid-up shares of GEP return to seller, therefore, PEH
and NBP have increased their shareholding proportion from 53.00% to 68% of all
shares sold of GEP. The referral information from shareholding proportion after
making the information transaction concerning the asset acquisition of ECF Re:
Shares acquisition of GEP as of 11 May, 2017 and documents to inform the
exercise of share sales by 15% of shares in GEP return to seller (Additional
amendments) on 31 January 2018. After that, SCN has purchased 30% of total
issued shares of GEP according to information on the assets acquisition of SCN
Re: Shares acquisition of GEP as of 11 May, 2018.
Additional information concerning the financial status of authorized control
person and ultimate shareholder of PEH
At present, Mr.Suphisit Pokinjarurat and Mr. Aung Thiha are the authorized
control person and ultimate shareholder, both direct and indirect, equal
proportion at 50% of paid-up capital of Wealthy Capital Consulting Ltd. and ANA
Asia Ltd. which is the holding company of NBP and PEH respectively.
Nevertheless, NBP and PEH holds GEP shares at proportion of 38.00% of all shares
sold.2
In the second quarter of 2015, Meta Corporation Pcl. ("META") (formerly known as
Vintage Engineering Pcl.) has invested GEP's ordinary shares in the proportion
at 12.00% of all shares sold of GEP and META issued 85,637,713 newly issued
ordinary shares to be paid for such investments to the PEH shareholders. The PEH
has the shareholding proportion in META, representing 6.72% of all shares sold
as of 31 July 2018,
During the second quarter of 2017, PEH and NBP sold GEP common shares to QTCGP
and ECF-Power in the proportion at 15% and 20% of all shares sold of GEP
respectively. However, on 31January 2018, QTCGP exercised the right to sell the
ordinary shares return to the seller in the amount of 15.00% of all shares sold
of GEP. Then, the second quarter of 2018, PEH sold the GEP ordinary shares to
Scan Inter Pcl. ("SCN") in the proportion at 30% of all shares sold of GEP.As a
result, after such ordinary shares sales of GEP, PEH and NBP have the combined
shareholding proportion in GEP at 38.00% of all shares sold.
Therefore, Mr. Pokinjarurat and Mr. Aung Thiha are holding assets in combination
which can be summarized as follows.
No. Description Value (million baht)
1. Value of META ordinary shares at the ratio of 6.72% 175.363
2. Value of ordinary shares of GEP at 38.00% 1,308.994
Total 1,484.35
In addition, the authorized control person and ultimate shareholder of PEH still
have cash from selling ordinary shares of GEP to ECF-Power and SCN equal to
310.05 and 298.66 million baht, the total cash value of 608.71 million baht5
which returned to invest in the development of GEP solar power plant project.
2 Refer to the shareholding proportion of PEH in META as of 31 July 2018 from
SETSMART
3 Calculated by multiplying the META shares number of PEH holding with market
capitalization as of 18 February 2019 according to SET.
4 Value of GEP ordinary shares is calculated from the fair valuation report and
prepared by the approved financial advisor by the SEC as of February 2019.
5 Refer to the information regarding to transaction of ECF asset acquisition Re:
Shares acquisition of GEP as of 11 May, 2017and information concerning on the
assets acquisition of SCN Re: Shares acquisition of GEP as of 11 May, 2018.
Opinion of Analysis Department
For the asset assessment of authorized control person and ultimate shareholder,
consisting of the value of META ordinary shares, the value of GEP ordinary
shares and cash received from GEP sale of ordinary shares to ECF-Power and SCN.
In the valuation of META ordinary shares, the analysis is based on the market
capitalization as of 18 February 2019 and the holding proportion of PEH at 6.72%
of all shares sold of META. Therefore, the value of META ordinary share which
the authorized control person and ultimate shareholder hold at 6,72% of all
shares sold will be the value of 175.36 million baht.
In the valuation of GEP ordinary shares, the analysis is based on the fair value
evaluation report of GEP and prepared by approved financial advisor from office
of SEC. as of February 2019 which is evaluated with caution according to
reasonable assumptions and using net present value method of cash flow that the
analytical department considers appropriate. Thus, the value of GEP ordinary
shares of authorized control person and ultimate shareholder holding at 38% of
all shares sold will be valued at 1,308.99 million baht.
In addition, the authorized control person and ultimate shareholder of PEH has
received from sales GEP ordinary shares to ECF-Power and SCN equal to 608.71
million baht which returned to invest in the development of GEP solar power
plant project. Therefore, the authorized control person and ultimate shareholder
of PEH has the total asset value of 2,093.06 million baht and concluded that
the asset value of authorized control person and ultimate shareholder of PEH
holdings are worth more than sufficient to repay short-term debt securities or
bills of exchange (BE) issued by PEH with equals 1,066.89 million baht6 and
accounted for approximately 1.96 times the value of short-term debt securities
or bills of exchange (BE). As a result of PEH has often changed the company
structure, the analysis department therefore considers that investors in such
short-term debt securities may be gradually partial repayment.
6 Value of short-term debt securities or bills of exchange (BE) of PEH issued to
AQ Estate Pcl. ("AQ") as of 10 January 2019 (Source: AQ)
Signature ___________________________
( Mr.Suthad Chankingthong Ms.Ranchana
Rajatanavin )
Director Director
Authorized to sign on behalf of the company
______________________________________________________________________
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