Enclosure : 1. Information Memorandum of the Acquisition of Asset of the Company (Amendment)

Transcription

1 13 October 2015 Subject : Attention : Change of the date of EGM 1/2015 and change of the date of the closing of shareholders register book Director and Manager Stock Exchange of Thailand Enclosure : 1. Information Memorandum of the Acquisition of Asset of the Company (Amendment) According to the resolution of Board of Directors Meeting No. 5/2015 held on 9 October 2015 informed to SET with the details as referred. We, Eastern Printing Public Company Limited (the Company ), would like to notify that the board of Directors Meeting No.6/2015 held on 13 October 2015 has resolved to change the date of the Extraordinary General Meeting of Shareholders No.1/2015 and the date of the closing of shareholders register book as follows: 1. Resolved to change the date of Extraordinary General Meeting of Shareholders No.1/2015 from 19 November 2015 to 3 December 2015 at Abina House Hotel, Chanoknun room, no. 73/39 Soi Vibhavadee 64, Vibhavadee Rangsit road, Bangkhen, Bangkok with the same agenda previously agreed in order to provide complete documentation. 2. Resolved to cancel the record date of 26 October 2015 and set the new record date to determine the names of shareholders having the rights to attend the Extraordinary General Meeting of Shareholders No.1/2015 on 28 October 2015 and change the date to provide the collection of the shareholders names under Section 225 of the Securities and Stock Exchange of Thailand Act by closing method of shareholders register book suspending the transfer of shares from 27 October 2015 to 29 October Please be informed accordingly. Respectfully yours, -Weera Louwitawat- (Mr.Weera Louwitawat) Chief Executive Officer Eastern Printing Public Company Limited.

2 APPENDIX 1 Information Memorandum Regarding the Acquisition of Assets of Eastern Printing Public Company Limited Reference to the Board of Director s Meeting No. 5/2015 on October 9, 2015 and No. 6/2015 on October 13,2015 of Eastern Printing Public Company Limited ( the Company ), approved to propose to the Extraordinary Shareholders' Meeting to consider the investment transaction in the solar power plant in Kyoto, Genbi and Shirakata 1-3 in Japan for total production capacity of MW ( installed MW) and the total investment cost of THB 2, million (or Yen 8, million at the exchange rate of THB 0.301/Yen).If there is expenses related to the investment, the Company estimates that the total investment cost including expenses will not exceed THB 2,500 million (or Yen 8, million at the exchange rate of THB 0.301/Yen). When considered the rule of acquisition and disposal of assets, the investment size will not exceed. The investment is by EPCO Energy Co., Ltd. ( EPCOE ), the indirect subsidiary of the Company holding through Bor Ploi Solar Co., Ltd., the subsidiary company. The mentioned investment when considered for the investment size is considered as the Acquisition of Assets Type 1, in accordance to the Notification of stock exchange of Thailand, SET, Re: Disclosure of information and Actions of listed company regarding acquisition or disposal of assets B.E and Notification of Capital Market Committee no. Thor Jor. 20/2551 Re: Rules on significant transactions constituting acquisition or disposal of assets ( Rule of Acquisition and Disposition), and other amended notification. The maximum calculated Gross Value of Reward is higher than 50% but lower than. Therefore, the Company has duty to disclose the information Memorandum of the Acquisition of Assets Type 1 to the Stock Exchange of Thailand ( SET ) including the invitation for shareholder meeting and approval from shareholders with the voting for 3 of 4 of the shareholders who attend the meeting with the voting rights. The Company has appointed KTB (Thailand) Securities Co., Ltd. or ( KTBS ) as the independent financial advisor ( IFA ) to provide opinion of the transaction. The information of the transaction is summarized as following: 1. Date/Month/Year of the Transaction After receiving shareholders approval from the Extraordinary Shareholders Meeting. 2. Related parties and relationship with the listed company Kyoto project Investor: holds shares of. EPCO Energy Co., Ltd. ( EPCOE ), the subsidiaries the Company 1

3 Project Operator: Alternative Energies Kabushi Kaisha ( AE KK ), the subsidiaries the Company holds shares of 50%. Joint Investor: AE Power Godo Kaisha ( AE Power ), the subsidiaries the Company holds shares of 50%. Investment Structure in Kyoto Project EPCO Green Power Plus Co., Ltd. (EPCOG) EPCO Energy Co., Ltd. (EPCOE) Eastern Printing Plc. (EPCO) Bor Ploi Solar Co., Ltd. (BP) Solar Power Management (Thailand) Solar Power Management (HK Co.) 50% Alternative Energies (KK) AE Power (GK) 3% 50% Shonan Build Service 97% Kyoto Genbi and Shirakata1-3 projects Investor: EPCO Energy Co., Ltd. ( EPCOE ) ), the subsidiaries the Company holds shares of. 2

4 Project Operator: Alternative Energies Kabushi Kaisha ( AE KK ), the subsidiaries the Company holds shares of 50%. Joint Investor: Green Energy Godo Kaisha ( GE ), the subsidiaries the Company holds shares of 50%. Investment Structure in Genbi, Shirakata1-3 Projects EPCO Green Power Plus Co., Ltd. (EPCOG) EPCO Energy Co., Ltd. (EPCOE) Eastern Printing Plc. (EPCO) Bor Ploi Solar Co., Ltd. (BP) Solar Power Management (Thailand) Solar Power Management (HK Co.) 50% Alternative Energies (KK) Green Partner (GK) 3% 50% Shonan Build Service 97% Genbi+Shirakata General information and size of transaction Kyoto project: EPCO energy Co., Ltd. ( EPCOE ) intends to jointly invest with AE Power Godo Kaisha ( AE Power ), a Japanese company, in the solar power plant projects in Kyoto, Japan, for total production capacity of 9.99 MW ( installed MW) with the letter of acceptance for power purchase from the solar power plant by Tokyo Electric for 20 years and the feed-in tariff (FIT) 3

5 of Yen 32 per unit. It is expected for the complete construction and start the commercial operation (COD) within Genbi and Shirakata 1-3 projects: EPCO energy Co., Ltd. ( EPCOE ) intends to jointly invest with Alternative Energies Kabushi Kaisha ( AE KK ), a Japanese company, in the solar power plant projects for total production capacity of MW ( installed MW), located at Iwate and Fukui, Japan with the letter of acceptance for power purchase from the solar power plant for Genbi and Shirakata 1-3 by Tohoku and Hokuriku, respectively, for 20 years. The feed-in tariff (FIT) for Genbi is Yen 36 per unit and the FIT for Shirakata 1-3 is Yen 32 per unit. It is expected for the complete construction and start the commercial operation (COD) within 2016 to The total investment cost including expenses will not exceed Yen 8, million or THB 2,500 million is considered for 94.17% in accordance to the Notification of stock exchange of Thailand, SET, Re: Disclosure of information and Actions of listed company regarding acquisition or disposal of assets B.E which the calculation based on the gross value of reward compared to the Company s total assets from the latest reviewed financial statement by auditor as of 30 June 2015 as the following: 3.1 Regulation regarding book value of net tangible asset method Since it is an investment in projects by joint investment agreement, such calculation is not applicable. 3.2 Regulation on net profit from core business after tax Not applicable, since net profit from core business after tax has not yet been realized. 3.3 Regulation on gross value of reward Value for capital investment cost will not exceed Yen 8, million at the exchange rate of THB 0.301/Yen (or approximately THB 2,500 million ) Total assets of the Company in consolidated financial statement as of 30 June 2015 The proportion of gross value of reward to the total assets of the Company THB 2,500 million THB 2, million 94.17% 3.4 Value of securities a listed company issues to pay for asset acquisition Not applicable, because there is no issuance of any securities for acquisition of assets. Therefore, considering regulation on acquisition and disposal of asset which the size of transaction is 94.17% of the Company s total asset and that the calculation of gross value 4

6 of reward has the highest value of transaction, such transaction falls in the Type 1 transaction under the Notification of the Stock Exchange of Thailand Re: Disclosure of information and actions of a listed company on acquisition or disposal of assets B.E Details of acquired assets 4.1 Types of acquired asset Solar farm projects in Japan Installed Megawatt (MW) Total acquired asset (THB million) Kyoto Project , Genbi Project , Shirakata-1 Project Shirakata-2 Project Shirakata-3 Project Total , ** (Exchange rate of THB 0.301/Yen) Kyoto Project: - Solar farm project is located in Kyoto, Japan with production capacity of 9.99 MW ( installed MW) with the letter of acceptance for power purchase from the solar power plant by KEPCO for 20 years and the feed-in tariff (FIT) rate of Yen 32 per unit on an area of 241,000 square meters or rai. Genbi Project: - Solar farm project is located in Iwate, Japan with production capacity of MW (12.00 installed MW) with the letter of acceptance for power purchase from the solar power plant by Tohoku for 20 years and the feed-in tariff (FIT) rate of Yen 36 per unit on an area of 218,912 square meters or rai. Shirakata 1-3 Projects: - Solar farm project is located in Fukui, Japan with production capacity of MW (5.483 installed MW) with the letter of acceptance for power purchase from the solar power plant by Hokuriku for 20 years and the feed-in tariff (FIT) rate of Yen 32 per unit. Shirakata-1 is on an area of 20,929 square meters or rai, Shirakata-2 is on an area of 19,102 square meters or rai and Shirakata-3 is on an area of 26,000 square meters or rai,. 5

7 5. Gross value of reward for asset acquisition Kyoto Genbi Shirakata 1 Shirakata 2 Shirakata 3 Value of investment cost will not exceed. (THB million )* Land cost Development cost Improvement and Grid connection cost Construction cost , Financial costs during construction Contingency Total 1, , , ** (Exchange rate of THB 0.301/Yen) Gross value of reward for assets acquisition of Kyoto project is as following : 1. On 11 September 2015, Alternative Energies KK entered into the development agreement with Green Energy Godo Kaisha as followings: - Land purchase of 241,000 square meteres Yen 100 million - FIT right transfer (fixed rate of Yen 32 / unit) Yen 550 million - Development cost including grid connection Yen 100 million 2. Construction cost of solar power plant from the proposal of the Japanese contractor including PV panels and equipment is in total of Yen 2, million. Gross value of reward for assets acquisition of Genbi, Shirakata1-3 project is as following : 1. At present, Alternative Energies KK is on process to enter into the development agreement with Green Energy Godo Kaisha with the principal agreement and land cost is in total of Yen 4, million has detail as following: 1.1 To facilitate to secure the lease land for projects and secure the FIT as agreed. 1.2 To process for the subsidiaries to acquire the necessary permits and licenses for construction. 1.3 To secure the EPC contractor for the construction with the construction cost as agreed in the drafted development agreement of not more than Yen 210 million per MW. 6

8 6. Value of acquired asset Kyoto Genbi Shirakata 1 Shirakata 2 Shirakata 3 Value of investment cost will not exceed. (THB million )* Land cost Investment for the construction of solar farm , , Contingency Total 1, , , ** (Exchange rate of THB 0.301/Yen) 7. Basis for determination of consideration value Basis for determination of consideration value for the investment in the projects are from the financial projection of total project investment which is the value from the information from reliable sources; radiation data in the calculation from NEDO or New Energy and Industrial Technology Development Organization, a governmental organization for energy research and environmental of Japan. It is also considered the return from investment from the feasibility study and expected internal rate of return (IRR) 8. Expected benefit to the listed company as a result of the transaction The Company expects to benefit from joint investment agreement with AE Power, which is in the solar farm business, to contribute for sustainable growth of revenue in the future. The projects that are expected for the complete construction in 2016 and will provide return in term of profit and cash flow to the Company within a short period. Lastly, this will increase shareholder value to the shareholder in the long run. Estimated COD date and expected return Kyoto Genbi Shirakata 1 Shirakata 2 Shirakata 2 Expected commercial operation date ( COD) July 2016 May 2018 June 2016 June 2016 June 2016 Equity return (IRR) % 12-15% 18-21% 19-22% 21-24% 7

9 9. Sources of fund The Company will use long-term loan from the financial 80% and from the internal working capital of the Company 20%. However, it is under process of negotiation for the financial support from one of the financial institution and is confidential for commercial reason. The Company will inform the investors once it is finalized. 10. Opinion from Board of directors regarding the entry of transaction The Board of Directors had opinions that the acquisition of assets of the subsidiary mentioned above is appropriate transaction and will benefit for the Company and shareholders according to item 8 as mentioned above. 11. Opinion from the Audit Committee and/or directors which is different from that of the Board of directors Audit Committee has agreed with the opinion from the Board of Director and there is no different in opinion from any director. The Company represents and warrants that all information in this Information Memorandum is true and correct and provided with careful discretion based on the benefit of the shareholders. Please be informed accordingly. Respectfully yours, -Weera Louwitawat- (Mr. Weera Louwitawat) Chief Executive Officer 8