U City Announces an Investment in JMART-SINGER to Strengthen Future Business Potential

U City Public Company Limited (U) has announced that the Board of Directors’ Meeting held on August 26, 2021, resolved to approve the investments in Jay Mart Public Company Limited (JMART) and Singer Thailand Public Company Limited (SINGER).

The Board of Directors approved the subscription for 136,119,587 newly issued ordinary shares in JMART, with a par value of THB 1.00 per share, at the subscription price of THB 30.3370 per share, totaling THB 4,129,459,910.82. 

As a result, U will hold shares in JMART representing 9.90 percent of total voting rights in JMART after the subscription of such newly issued ordinary shares. 

In addition, the company will acquire 16,723,002 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. 

 

In case that U has fully exercised the JMART-W6 Warrants, the investment value shall be equivalent to THB 507,325,711.67. In addition, once combined the number of newly issued shares of JMART to be allocated to the company on this occasion together with the number of newly issued shares resulting from the fully exercise of the JMART-W6 Warrants, the company will hold shares in JMART representing 9.90 percent of total voting rights in JMART.

Furthermore, the Board of Directors also approved the subscription for 197,108,696 newly issued ordinary shares in SINGER, with a par value of THB 1.00 per share, at the subscription price of THB 36.3005 per share, totaling THB 7,155,144,219.15. 

As a result, the company will hold shares in SINGER representing 24.90 percent of total voting rights in SINGER after the subscription of such newly issued ordinary shares. 

 

In addition, the company will acquire 11,557,681 units of the warrants to purchase newly issued ordinary shares in Singer Thailand Public Company Limited No. 3 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 SINGER-W3 Warrants) without any offering price, at the exercise ratio of 1 unit to 1 ordinary share in SINGER, and at the exercise price of THB 36.3005 per share. 

In case that the company has fully exercised the SINGER-W3 Warrants, the investment value shall be equivalent to THB 419,549,599.14. In addition, once combined the number of newly issued shares of SINGER to be allocated to the company on this occasion together with the number of newly issued shares resulting from the fully exercise of the SINGER-W3 Warrants, the company will hold shares in SINGER representing 24.90 percent of total voting rights in SINGER.

 

In addition, in case 1) the offering price of the newly issued ordinary shares of JMART and/or SINGER offered to the company is regarded as the offering of the newly issued shares at the price of lower than 90 percent of the market price before the SET order to accept the newly issued shares as the listed securities (as the case may be) or 2) the price of newly issued ordinary shares issued for accommodating the exercise of the JMART-W6 Warrants and/or SINGER-W3 Warrants (being the aggregate of the offering price and the exercise price thereof) is lower than 90 percent of the market price before the SET order to accept the newly issued shares from the exercise of the warrants as the listed securities, the company will not sell the newly issued shares of JMART and/or SINGER from such offering and/or the exercise of such warrants (as the case may be) within the period of one year from the date on which those shares are traded on the SET. 

However, after the first six-month period of the trading of such shares on the SET, the company shall be entitled to gradually sell of up to 25 percent of the total number of shares subject to the above sale restrictions pursuant to the Notification of the Stock Exchange of Thailand.

 

The investments in JMART and SINGER are expected to be completed by the fourth quarter of 2021.

 

U City stated that given that it is currently operating the business of real estate development for lease, services and hotels, and such businesses have been affected by the coronavirus disease (COVID-19) pandemic, the company, therefore, intends to invest in a new type of business. In this regard, the company has an interest in the business group of SINGER, who engages in the sales of electronic appliances, hire purchase service, lending of personal loans secured by car registration, other financial services including the service of life insurance and non-life insurance broker businesses, which the company views that such group businesses have the potential growth in the future and will increase the operating results of the company from such investment. 

Additionally, the company views that the investment in JMART, a holding company engaging the investment in other businesses, whose core business includes the sales of mobile phones and related products including the relevant mobile phone equipment, by both wholesale and retail, and the investment in varieties of businesses, will engage the company in a greater variety of businesses.

Therefore, the JMART and SINGER Investment Transactions will enhance the company’s operating results and minimize risks from the reliance on real estate and hotel businesses as it would increase the variety of businesses of the company. In addition, those investments would enhance the company with new business strategic partners which will increase new business opportunities in the future.