Jasmine International Public Company Limited (JAS) has made an announcement regarding the approval from the Extraordinary General Meeting of Shareholders No. 1/2019, convened on 25 September 2019 for JAS and/or its subsidiaries to enter into the transaction with the Jasmine Broadband Internet Infrastructure Fund (the Fund).
In the announcement, JAS has stated of the completion of the entering into the transaction with the Fund as follows:
1) Triple T Broadband Public Company Limited (TTTBB) (a subsidiary of JAS) has entered into the Additional Sale and Transfer Agreement with the Fund on 19 November 2019, in order to sell to the Fund the Additional OFCs, amounting 700,000 core km., with a transaction value of THB 38,000 million (excluding value added tax). In this regard, the sale of the Additional OFCs to the Fund under the Additional Sale and Transfer Agreement was completed on 20 September 2019.
2) TTTBB has entered into the Amended and Restated Main Lease Agreement, and the Amended and Restated Rental Assurance Agreement with the Fund on 19 November 2019. Both agreements are effective from 20 November 2019, which is the date on which TTTBB completed the sale of the Additional OFCs to the Fund. The OFCs Lease Transaction from the Fund comprises the following transactions:
2.1) Lease of the Additional OFCs from the Fund
2.2) Extension of the Main Lease Agreement with respect to the Initial Main Lease OFCs Agreement
2.3) Granting of rights to the Fund for requesting the renewal of the Main Lease Agreement
In this regard, the details on the OFCs Lease Transaction are set out in the Notice to the Extraordinary General Meeting of Shareholders of JAS (which was convened on 25 September 2019), and the Information Memorandum of JAS submitted to the Stock Exchange of Thailand on 16 August 2019.
3) JAS has subscribed for 475,000,000 newly-issued investment units of the Fund, at the price of THB 9 per unit, totaling THB 4,275 million, equivalent to 19 percent of the total issued investment units of the Fund in this offering. After combining such number with the number of investment units JAS is currently holding, the total number held by JAS is equivalent to 19 percent of the total issued investment units of the Fund.
In addition, JAS, TTTBB, and Triple T Internet Company Limited (a subsidiary of JAS) have entered into other agreements which are relevant to or in connection with the above transactions, for the purposes of completion of the transaction.