BTS Acquires 15% of JMART through VGI to Enhance Business Ecosystem

The Board of Directors’ Meeting of VGI Public Company Limited (VGI) held on August 26, 2021, resolved to approve the investment in Jay Mart Public Company Limited (JMART), acquiring 15% of total voting rights.

 

In this regard, VGI will subscribe for 206,241,800 newly issued ordinary shares in JMART which are issued and offered to the company by way of the private placement, with a par value of THB 1.00 per share, at the subscription price of THB 30.3370 per share, totaling THB 6,256,757,486.60. As a result, the company will hold shares in JMART representing 15.00 percent of total voting rights in JMART after such shares subscription.

In addition, VGI will acquire 25,337,882 units of the warrants to purchase newly issued ordinary shares in Jay Mart Public Company Limited No. 6 allocated to the investors who subscribe for and being allocated with the newly issued ordinary shares which are issued and offered to specific investors (Private Placement) (the JMART-W6 Warrants) without any offering price at the exercise ratio of 1 unit to 1 ordinary share in JMART, and at the exercise price of THB 30.3370 per share, and upon fully exercised of such warrants, the Company will hold shares in JMART representing 15.00 percent of total voting rights in JMART.

 

In addition, in the event that (1) the offering price of newly issued ordinary shares of JMART being offered to the company on this occasion is regarded as the offering of newly issued share at the price lower than 90 percent of the market price prior to the SET orders to accept such newly issued shares as the listed securities or (2) the price of newly issued shares issued for accommodating the exercise of the JMART-W6 Warrants (being the aggregate of the offering price and the exercise price thereof) is lower than 90 percent of the market price prior to the SET orders to accept such newly issued shares resulting from the exercise of such warrants as the listed securities, the company shall not sell any of the newly issued shares in JMART from being offered and/or the exercise of the warrants (as the case may be) within the period of 1 year from the date on which those shares are traded on the SET.

However, after the first 6-month period of the trading of such newly issued ordinary shares on the SET, the company may gradually sell of up to 25 percent of the total number of shares  that are subject to such sale restriction, in accordance with the notification of the Stock Exchange of Thailand.

 

VGI expected that the completion of the JMART Investment Transaction will take place by the fourth quarter of 2021.

 

List of top 10 major shareholders after the execution of the transactions

1. VGI Public Company Limited, holding 206,241,800 shares, equivalent to 15.00 percent1;
2. Mr. Adisak Sukumvitaya, holding 172,531,416 shares, equivalent to 12.55 percent;
3. U City Public Company Limited, holding 136,119,587 shares, equivalent to 9.90 percent;
4. Mr. Ekachai Sukumvitaya, holding 113,646,518 shares, equivalent to 8.27 percent;
5. Miss Yuvadee Pong-acha, holding 111,194,154 shares, equivalent to 8.09 percent;
6. Miss Juthamas Sukumvitaya, holding 79,633,277 shares, equivalent to 5.79 percent;
7. Thai NVDR Company Limited, holding 43,397,547 shares, equivalent to 3.16 percent;
8. Mr. Peeranat Chockwattana, holding 26,272,418 shares, equivalent to 1.91 percent;
9. Dr. Pongsak Thammathataree, holding 25,228,900 shares, equivalent to 1.83 percent;and
10. Mr. Sompong Sinsombun, holding 22,000,000 shares, equivalent to 1.60 percent.

 

VGI stated that given that the core businesses of the company are advertising media, e-payment services, and logistic, including the import and the distribution of gadget from China which VGI has recently invested through Fanslink Communication Company Limited in August 2021, the company views that JMART, a holding company engaging in the investment in other businesses and having core business in the sale of mobile phone and related products including the relevant mobile phone equipment, by both wholesale and retail, which has a potential growth considering from the rapid change of behavior to work and study from home as the direct effect of the Covid-19 pandemic situation.

VGI expected that the JMART Investment Transaction will create the benefits and enhance the current business ecosystem of the company such as the expansion of distribution channel of gadgets which are distributed by the group companies of the company through the retailing space of the company under JMART group, the expansion of pick-up counters and service points of JMART at the BTS stations, and the utilization of products transportation system of VGI group including the application of the modern financial technology together with the business ecosystem of the company’s group.

In addition, this entry to the JMART Investment Transaction will increase the variety of businesses of the company’s group. Therefore, the company expects that the JMART Investment Transaction will generally benefit the shareholders and the company.