GSC Requests for Time to Set an EGM to Ratify the “Already-Completed” Transaction!

On June 7, 2019, Global Service Center Public Company Limited (GSC) has made a report to the Stock Exchange of Thailand, following a request from the latter to clarify the company’s investment in the promissory note issued by Asia Capitla Group Public Company Limited (ACAP), a major shareholder of GSC, GSC itself and Finnex Advisory Co.,Ltd., as its financial advisor.

In the report, GSC has provided the operation and timeline as well as disclose details of the investment in the promissory note issued by ACAP as follows:

 

The Operation that applicable comply with related regulations
GSC will follow the sequence of the regulations regarding connected transaction by making all these transactions aligned with regulation announced in Notification of the Capital Market Supervisory Board No. TorChor. 21/2551 Re: Rules on Connected Transactions and Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions, 2003.

GSC will call the Audit Committee meeting to give the opinion and the Board of Directors meeting to ratify regarding to these connected transactions as soon as possible (since it is during the process of recruiting independent financial advisor).

Moreover, GSC will appoint independent financial advisor to give the opinion and submit to shareholders and organize the Extra General Meeting to approve and ratify all these connected transactions. The processes are expected to finish within 90 days from 7 June 2019.

Directors and Management ofGSC recognized the importance of good corporate governance principles by emphasizing on the process related to connected transaction. In the future if GSC has to enter into a connected transaction, it will proceed according to all rules and regulations.

 

Details of the investment in the promissory note issued by ACAP
Refer to GSC’s clarification of compliance with the regulations on related party transaction (refer to ELCIDGSC009/2019 dated 30 May 2019) that ACAP has already returned the promissory note to GSC at the amount of THB 100 million since 1 April 2019. The company continued to manage the liquidity by invested in short-term promissory notes of ACAP in accordance with the resolution of the Executive Committee No. 2/2562 held on Wednesday 20 March 2019 regarding to the authority for liquidity management of GSC. Details of the investment in the promissory notes are provided below:

1) On 1 April 2019, GSC invested in ACAP’s promissory notes, within 60 days or at call, in the amount of THB 22 million, interest rate 2% per year, interest payment with principal repayment. Currently, this amount has not yet been called.

2) On 2 April 2019, GSC invested in ACAP’s promissory notes, within 60 days or at call, in the amount of THB 100 million, interest rate 2% per year, interest payment with principal repayment. Currently, this amount has not yet been called.

3) On 9 May 2019, GSC invested in ACAP’s promissory notes, within 60 days or at call, in the amount of THB 30 million, interest rate 2% per year, interest payment with principal repayment. Currently, this amount has not yet been called.

 

After 1 April 2019, GSC has invested in short-term promissory notes of ACAP in the total amount of THB 152 million, THB 98 million from IPO and THB 54 million from the business operation. GSC will propose all short-term promissory notes of ACAP transactions to the Audit Committee to give the opinion and the Board of Directors and Shareholders to ratify all connected transactions as mention in No.1.

GPSC would like to confirm that the investment in short-term promissory notes mentioned above, the company had primarily intended to manage liquidity in order to maximize benefits for GSC and all shareholders during the period that the capital has not been utilized as proposed in the prospectus. GSC did not intend to avoid any rules or regulations of the Stock Exchange in any aspect.