News Network Public: Investment in a peer-to-peer lending business by a partner








OM6506001

June 10, 2022

Subject: Investment in a peer-to-peer lending business by a partner

TO:

Director and Manager

The Stock Exchange of Thailand

News Network Corporation Publicly traded company (the “Company“) wishes to disclose information about investment in the peer-to-peer lending business by an associate as follows:

Peer For All Company Limited (“APF“), the associate of the Company in which the Company holds 20,000 ordinary shares or the equivalent of 40% of the total number of shares of PFA, will purchase 117,645 ordinary shares or the equivalent of 99.99% of the number total shares of Nestifly Company Limited (“Nestifly“) for an aggregate purchase price of THB 500 million from First P2P Company Limited and the shareholders of Nestifly (collectively, the “Sellers“) where the details of the investment are as follows:

  • Context of the transaction
    1. On February 24, 2022, the Company entered into an initial memorandum of understanding on the entire transfer of business with the sellers to purchase 117,645 ordinary shares or the equivalent of 99.99% of the total number of shares of Nestifly at a total purchase price of THB 500 million.
    2. On March 18, 2022, the Company incorporated a subsidiary, namely PFA, to strengthen its financial activity and increase its source of income. On the date of incorporation, the Company held 50,000 shares or the equivalent of 99.99% of the total number of shares of PFA.
    3. On April 29, 2022, the Company sold 30,000 ordinary shares or the equivalent of 60% of the total number of shares of PFA to Aqua Corporation Public Company Limited (“AQUA“) where the total value of the consideration that the Company received from AQUA was THB 300,000, which resulted in PFA ceasing to be the subsidiary of the Company. In this regard, the Company still remains a shareholder holding 20,000 ordinary shares or the equivalent of 40% of the total number of shares of PFA The sale of 30,000 ordinary shares of PFA is in line with the scope of investment as approved by the Board of Directors, which approved investment in a proportion of up to 51%.
    4. After management entered into the initial memorandum of understanding on the entire transfer of business with the vendors for the purchase of Nestifly common stock at the direction of the board of directors, PFA deposited a deposit to conclude a

memorandum of understanding to purchase the ordinary shares of Nestifly with the sellers and to terminate the initial memorandum of understanding as mentioned in point 1. entered into between the Company and the sellers. In accordance with the memorandum of understanding for the purchase of common shares of Nestifly that PFA has entered into with the sellers, it has been agreed that on the date of entry into the memorandum, PFA shall deposit a deposit of THB 150 million with sellers. The deposit payment was split pro rata between the interests in PFA, with AQUA placing a deposit of THB 90 million and the Company placing a deposit of THB 60 million.

5. After the placement of the deposit and the due diligence of Nestifly and the results of the due diligence are satisfactory, PFA must pay the purchase price of the shares in the amount of THB 350 million.

  • The contracting parties and their relationship with the listed company

Sellers

: First P2P Company Limited and the shareholders of Nestifly,

including Mr. Paphon Mangkhalathanakun and Mr. Koblarp

Thaithan.

The buyer

Relationship between the contracting parties

  • PFA, where the participations in PFA are as follows:
    AQUA holding 29,998 shares, or the equivalent of 59.9960%;
    The Company holding 19,999 shares, or the equivalent of 39.9980%; and
    Minority shareholders holding 3 shares, equivalent to 0.0060%.
  • The sellers are not related persons of the company according to Capital Market Supervisory Board Notification No. TorChor. 21/2551 Subject: Rules on Related Transactions and Notification to the Board of Governors of the Stock Exchange of Thailand Subject: Disclosure of Information and Other Acts of Listed Companies Regarding Related Transactions BE 2546 (as amended) (the “Connected transaction notifications“).
  • General characteristics of the operation

PFA, the shareholder of the Company in which the Company holds 40% of the share capital, will purchase 117,645 ordinary shares or the equivalent of 99.99% of the total number of shares of Nestifly from the Sellers at the total purchase price of 500 million THB. The Company will make pro rata payments of its shareholdings in Nestifly for a total amount of THB 240 million, comprising the price of Nestifly shares of THB 200 million, vendor taxes for which PFA is to be liable of THB 10.4 million THB, and funds for future investment of THB 29.6 million, details of which are as follows:

The buyer

:

APF

Sellers

: First P2P Company Limited and the shareholders of Nestifly

Transaction Assets

: 117,645 ordinary shares or equivalent to 99.99% of the total

number of Nestifly shares.

Nestifly enters the peer-to-peer lending business via online

Platform. At present, Nestifly has already obtained the peer-to-

peer lending business license.

Key prerequisites

:

1. PFA Obtains Board and/or Shareholder Approval

purchase of common shares of Nestifly.

2. Sellers are not liable for taxes to the tax authority on the date the entire business transfer is completed, unless the sellers have provided a bank guarantee or a guarantee as security to cover the taxes due and execution costs.

3. The Sellers have made arrangements for the Company to obtain all consents necessary to complete the full transfer of business from all contracting parties under the contracts, agreements, instruments and/or other documents which bind Nestifly and/or Sellers.

4. Nestifly’s financial statements are properly prepared in accordance with generally accepted accounting standards in Thailand.

  1. All Nestifly material agreements and licenses are in effect continuously.
  2. There is no event of default or breach of contract resulting from the change in the ownership and/or control structure of Nestifly in any agreement Nestifly has entered into with its customers or other agreements Nestifly has entered into with ‘other people.

Finalization of the transaction : PFA will become a shareholder holding 117,645 shares or the equivalent of 99.99% of the total number of shares of Nestifly.

Completion date

: By June 2022 or other dates agreed by the parties.

Please be informed accordingly.

Cordially,

(Mr. Kritsada Pruitipat)

Chief executive officer

Disclaimer

News Network Corporation pcl published this content on June 10, 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unmodified, on June 10, 2022 01:51:07 UTC.

Public now 2022

News from NEWS NETWORK CORPORATION PUBLIC COMPANY LIMITED

Sales 2021 93.1M
2.61 million
2.61 million
Net income 2021 97.3 million
2.73 million
2.73 million
Net debt 2021 6.24M
0.17 million
0.17 million
PER 2021 ratio 30.9x
2021 performance
Capitalization 3,170 million
88.9 million
88.9 million
EV / Sales 2020 5.95x
EV / Sales 2021 32.6x
# of employees 74
Floating 60.9%


500 Internal server error


nginx










Evolution of the income statement


Previous Liverpool: How Jurgen Klopp's side could line up next season with Darwin Nunez and Sadio Mane out
Next Are short term loans right for you – Surrey Now-Leader