Jay Mart Public Company Limited (JMART) has announced that the Board of Directors has approved a shareholding restructuring of J Ventures by allocating 16.67% of the newly increased capital of Japan’s fourth-largest IT company at a total transaction value of 184 million baht.
On February 15, 2021, the Board of Directors of JMART has approved the shareholding restructuring of J Ventures Company Limited (J Ventures) by the company and other existing shareholders in the subsidiary agreed to reduce their shareholding in J Ventures to allow investors, TIS Inc (TIS) to hold 16.67% of the subsidiary’s shares.
The Board of Directors also approved entering into the Share Subscription Agreement (SSA) and Shareholder Agreement (SHA) and resolved to assign the Chief Executive Officer and/or the person assigned by the board of directors or the chief executive officer has the power to set or amend details related to the capital increase and waiver of the right to subscribe for the said capital increase shares. Including, but not limited to: (a) specifying details, algorithms, determining the timing and details of the capital increase and waiver of the newly issued shares (B) negotiation, agreement and signing of application documents related to the capital increase and the waiver of subscription rights for the newly issued related shares. Including having the power to take any other actions necessary and appropriate about the capital increase and waiver of the right to subscribe for such newly issued shares as deemed appropriate.
In carrying out such shareholder restructuring J Ventures will proceed to increase the registered capital from the original registered capital of 100,000,000 baht to 120,000,000 baht. With the issuance of 2,000,000 newly issued ordinary shares with a par value of 10 baht at a price of 92 baht per share, a total value of 184 million baht. To issue and offer to existing shareholders in proportion to their shareholding andJMART and other existing shareholders of J Ventures will waive their subscription rights.
To enable TIS to subscribe for the total 2,000,000 additional shares, which is equal to 16.67% of the total issued and sold shares. After the capital increase the company will hold 66.6% of the total issued and sold shares of J Ventures which has voting rights equal to 66.6% of the total voting rights of the subsidiary.
TIS Inc. engages in the management and operation of its group companies that are involved in the outsourcing business and cloud services related to information technology, software development, solution business, real estate leasing and management. It operates through the following segments: Service IT, Financial IT, Industrial IT, BPO and Others. The company is the fourth-largest leading IT company in Japan.
In this cooperation, JMART expected J Ventures will have the opportunity to receive technology transfer from shareholders with world-class IT services provider expertise. Moreover, J Ventures will have an increased cash flow from capital increase from new shareholders.