Page 1 of 2 -Translation- No. UWC 006/2564
22 March 2021
Subject: Notification of the Resolutions of the Board of Directors Meeting No. 02/2021 Regarding to the Disposition of the Company’s Investment in Associates which is considered as a Disposal of Assets Transaction. To: President
The Stock Exchange of Thailand
Enclosure: InformationMemorandum Regarding the Disposal of Assets of Ua Withya Public Company Limited
Ua Withya Public Company Limited (the “Company”) hereby informs the resolution of the Board of Directors Meeting No. 02/2021, held on 22 March 2021, whereby the Meeting resolved to approve disposition of the Company’s investment in associates and warrants to purchase ordinary shares as follows:
(1) 403,764,740 ordinary shares of Dimet (Siam) Public Company Limited with a par value of 0.50 Baht per share, representing 24.99% of the total issued and paid-up capital at the purchase price of 0.20 Baht per share, totaling 80,752,948 Baht;
(2) Warrants to purchase ordinary shares of Dimet (Siam) Public Company Limited No. 4 in the number of 232,549,106 units at the purchase price of 0.10 Baht per unit, totaling 23,254,910.60 Baht. Total value is 104,007,858.60 Baht to Mr. Chanut Wongcharoenyong
Please consider addition information in the Information Memorandum Regarding the Disposal of Assets of the Company (Enclosure 1).
The disposal of assets of the Company is considered as an asset disposal transaction according to the Notification of the Capital Market Supervisory Board No. TorChor. 20/2551 (2008) Re: Rule of Significant Transaction
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Constituting an Acquisition or Disposal of Assets (including the amendments thereof) and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition or Disposition of Assets B.E 2547 (2004) (including the amendments thereof) (“the Notifications on Acquisition or Disposition of Assets”). The highest size of the transaction calculated by comparing to the total assets based on the consolidated financial statements of the Company for the year ended 31 December 2020, which were audited by the certified public accountant, is equivalent to 27.99% according to the net tangible assets criteria, which has the transaction size equal to or greater than 15% but lower than 50%. In this regard, the Company has not entered into any other asset disposal transactions during the past six (6) months. As to the details of the transaction mentioned above, the Purchaser does not have any relationship or involvement with management, directors, major shareholders and controlling persons of the Company. Therefore, the transaction does not fall within the remit of a related party transaction under the Notification of the Capital Market Supervisory Board No. TorChor.21/2551 (2008) Re: Rule for Entering into Related Party Transactions and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Information Disclosure and Actions Required of Listed Companies in Relation to a Related Party Transaction B.E 2546 (including the amendments thereof) and the Buyer is not eligible for Tender Offer
Therefore, the Company is required to disclose information on the transaction to the Stock Exchange of Thailand (“SET”) and send a letter to notify shareholders within 21 days from the date of the notification to the SET.
Please be informed accordingly.
Yours sincerely, (Miss Onchulee Lawsmithikul) Company Secretary
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Information Memorandum Regarding the Disposal of Assets of
Ua Withya Public Company Limited
The Meeting of the Board of Directors of Ua Withya Public Company Limited (“the Company or UWC”) No. 2/2021, held on 22 March 2021, resolved to approve the Company to dispose assets to Mr. Chanut Wongcharoenyong (“Buyer”) with the following details:
(1) 403,764,740 ordinary shares of Dimet (Siam) Public Company Limited with a par value of 0.50 Baht per share, representing 24.99% of the total issued and paid-up capital at the purchase price of 0.20 Baht per share, totaling 80,752,948 Baht;
(2) Warrants to purchase ordinary shares of Dimet (Siam) Public Company Limited No. 4 in the number of 232,549,106 units at the purchase price of 0.10 Baht per unit, totaling 23,254,910.60 Baht. Total value is 104,007,858.60 Baht.
The disposal of assets of the Company is considered as an asset disposal transaction according to the Notification of the Capital Market Supervisory Board No. TorChor. 20/2551 (2008) Re: Rule of Significant Transaction Constituting an Acquisition or Disposal of Assets (including the amendments thereof) and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition or Disposition of Assets B.E 2547 (2004) (including the amendments thereof) (“the Notifications on Acquisition or Disposition of Assets”). The highest size of the transaction calculated based on the consolidated financial statements of the Company for the year ended 31 December 2020, which were audited by the certified public accountant, is equivalent to 27.99% according to the net tangible assets criteria, which has the transaction size equal to or greater than 15% but lower than 50%. In this regard, the Company has not entered into any other asset disposal transactions during the past six (6) months. Therefore, the Company is required to disclose information on the transaction to the Stock Exchange of Thailand (“SET”) and send a letter to notify shareholders within 21 days from the date of the notification to the SET. The details are as follows:
1. Transaction Date
2 2. Details of Buyer and Seller
Buyer : Mr. Chanut Wongcharoenyong
Seller : Ua Withya Public Company Limited
Relationship with the listed company : The Buyer is not a connected person with the Company. 3. General Characteristics and Size of the Transaction
3.1 General Characteristics of the Transaction
On 22 March 2021, the Company and the Buyer have entered into a sale and purchase agreement for DIMET’s ordinary shares and DIMET-W4, whereby the Company agrees to dispose the assets. The details are presented below:
(1) 403,764,740 ordinary shares of Dimet (Siam) Public Company Limited with a par value of 0.50 Baht per share, representing 24.99% of the total issued and paid-up capital at the purchase price of 0.20 Baht per share, totaling 80,752,948 Baht;
(2) Warrants to purchase ordinary shares of Dimet (Siam) Public Company Limited No. 4 in the number of 232,549,106 units at the purchase price of 0.10 Baht per unit, totaling 23,254,910.60 Baht.
Total value is 104,007,858.60 Baht. 3.2 Calculation of the Transaction Size
To enter into such transaction is considered as an asset disposal transaction according to the Notifications on Acquisition or Disposition of Assets. The highest size of the transaction calculated based on the consolidated financial statements of the Company for the year ended 31 December 2020, which were audited by the certified public accountant, is equivalent to 27.99% according to the net tangible assets criteria, which has the transaction size equal to or greater than 15% but lower than 50%. In this regard, the Company has not entered into any other asset disposal transactions during the past six (6) months. Therefore, the Company is required to prepare a report and disclose information on the Company’s transaction to the SET in accordance with List (1) attached in the Notifications on Acquisition or Disposition of Assets immediately, and
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must send the circular letter to the Company’s shareholders within 21 days from the date of disclosure of the information of the transaction to the SET. The details are as follows:
Calculation of the Transaction Size
Unit: million Baht
Financial Information The Company1 DIMET1
Total assets 678.95 333.88
Intangible assets 6.24 0.16
Total liabilities 528.82 154.84
Non-controlling interests (15.90) -
Net tangible assets (NTA) 159.76 178.88
Net loss for the year (318.08) (54.18)
Total value of consideration 104.01 -
Remark: 1The consolidated financial statements for the year ended 31 December 2020
Details of the calculation of the transaction size are as follows:
Calculation Criteria Transaction Size
1. Net tangible assets criteria 27.99%
2. Net profit criteria Cannot be calculated
3. Total value of consideration criteria 15.32%
4. Total value of capital share criteria No new shares issued 4. Details of the Disposed Assets
(1) Ordinary shares of Dimet (Siam) Public Company Limited
403,764,740 ordinary shares of Dimet (Siam) Public Company Limited (“DIMET”) with a par value of 0.50 Baht per share, representing 24.99% of the total issued and paid-up capital at the purchase price of 0.20 Baht per share, totaling 80,752,948 Baht.
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List of shareholders of DIMET before and after entering into the transaction:
No. Name Before the Transaction After the Transaction
No. of Shares % No. of Shares %
1. Ua Withya Public Company Limited 403,764,740 24.99 - -
2. Mr. Chanut Wongcharoenyong - - 403,764,740 24.99
Other shareholders 1,211,358,826 75.01 1,211,358,826 75.01
Total 1,615,123,566 100.00 1,615,123,566 100.00
(2) Warrants to purchase ordinary shares of Dimet (Siam) Public Company Limited No. 4 (“DIMET-W4”)
Warrants to purchase ordinary shares of Dimet (Siam) Public Company Limited No. 4 (“DIMET-W4”) in the number of 232,549,106 units at the purchase price of 0.10 Baht per unit, totaling 23,254,910.60 Baht.
Important details of warrants to purchase ordinary shares of Dimet (Siam) Public Company Limited No. 4
Type of warrants : Transferable warrants, with the name of bearer
Duration of warrants : Not more than 3 years from the issuance date of the warrants which is on 16 November 2020. The last exercise and the expiry date of the warrants is on 29 September 2023.
Number of warrants : Not exceeding 806,553,591 units
Exercise ratio : 1 unit of warrant to 1 DIMET’s ordinary share (unless the rights are exercised according to the right adjustment conditions.)
Exercise price : 0.50 Baht per share (unless the rights are exercised according to the right adjustment conditions.)
Exercise period The last business day of March, June, September and December. For the last exercise date, it is the expiry date of the warrants, and if the exercise date falls on the Company's business holiday, it shall be postponed to the last business day prior to each exercise date.
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The first exercise date is on 31 March 2021, and the last exercise date is on 29 September 2023.
General information of Dimet (Siam) Public Company Limited
Nature of business : Produce and sell high performance protective coating for industrial and steel structure for various construction projects
Address : 602 Moo 2, Bangpoo Industrial Estate Soi 1, Sukhumvit Road, Bangpoo Mai Sub-district, Muang Samut Prakan District, Samut Prakan
Registered capital and paid-up capital
: Registered capital: 1,211,342,674.50 Baht
Paid-up capital: 807,561,783 Baht, divided into 1,615,123,566 shares with a par value of 0.50 Baht per share
List of DIMET's Board of Directors as of 19 March 2021
No. Name Position
1. Mr. Somchai Apiwattanapron Chairman and Audit Committee 2. Mr. Theerachai Leenabanchong Vice Chairman No. 1
3. Mr. Charlie Jangvijitkul Vice Chairman No. 2
4. Mr. Supachai Limnasiri Director
5. Mr. Monthon Chatuwallopkul Director
6. Mr. Thitiporn Kaveevityavej Director
7. Miss Laphassarin Kraiwongwanitrung Director 8. Acting SubLt. Matee Ittirivichai Director
9. Miss Onchulee Lawsmithikul Director
10. Mr. Teerawit Charuwat Director
11. Miss Wanna Maluengnon Chairman of Audit Committee
12. Mr. Krissada Surawathanawises Audit Committee
6 Summary of Financial Position and Operating Results
The financial information according to DIMET's consolidated financial statements for the year ended 30 June 2018, 30 June 2019, 30 June 2020, and 31 December 2020 that have been audited by the auditor is as follows:
(1) Statement of Financial Position
Unit: Baht Statement of Financial Position
As of the Date
30 Jun 18 30 Jun 19 30 Jun 20 1 Jul – 31
Dec 20
Assets Current assets
Cash and cash equivalents 12,545,286 18,020,945 9,474,363 72,011,295
Trade and other current receivables 63,204,468 112,473,572 90,664,056 85,311,503
Asset arise from contract - - 4,159,155 4,169,914
Work in progress under a service contract - - 733,918 -
Inventories 32,254,473 42,084,379 35,638,455 31,132,897
Short-term loans - - 17,819,614 -
Non-current assets or the disposal group as held for sale 4,104,206 2,775,530 - 24,166,565
Total current assets 112,108,433 175,354,426 158,489,561 216,792,174
Non-current assets
Deposits at bank pledged as collateral 5,000,000 1,920,185 13,515,278 3,909,764
Other non-current financial assets - - 77,491,360 62,467,360
Long-term investments 331,360 118,631,360 - -
Property, plant and equipment 33,966,608 30,182,858 76,099,368 37,306,809
Right-of-use assets - - - 7,313,212
Intangible assets 314,504 902,366 889,000 161,115
Deferred tax assets 9,755,919 311,001 848,852 -
Other non-current assets 767,442 6,522,702 7,810,101 5,932,278
Total non-current assets 50,135,833 158,470,472 176,653,959 117,090,538
Total assets 162,244,266 333,824,898 335,143,520 333,882,712
Liabilities and shareholders’ equity Liabilities
Current liabilities
Short-term borrowings from financial institutions - - 16,871,757 -
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Unit: Baht Statement of Financial Position
As of the Date
30 Jun 18 30 Jun 19 30 Jun 20 1 Jul – 31
Dec 20
Liability arise from contract - - 857,473 424,930
Other short-term borrowings - - 45,802,890 47,800,000
Provisions of compensation payments for employee
termination - - 13,856,370 13,925,714
Liabilities due within one year 582,624 443,973 26,577,259 24,989,340
Other current liabilities 9,504,220 15,787,528 - -
Total current liabilities 76,529,226 91,261,075 177,938,733 144,490,184
Non-current liabilities
Lease liabilities 443,973 - 6,359,539 5,455,438
Employee benefit obligations 3,213,047 4,177,221 2,946,318 4,251,641
Other non-current liabilities - - 51,052 638,230
Total non-current liabilities 3,657,020 4,177,221 9,356,909 10,345,309
Total liabilities 80,186,246 95,438,296 187,295,642 154,835,493
Shareholders’ equity
Share capital
Authorized share capital 135,000,000 403,430,171 806,861,399 1,211,342,675
Issued and paid-up share capital 134,476,724 268,953,447 269,187,261 807,561,783
Share premium on ordinary shares 20,385,912 154,862,636 154,863,095 154,863,095
Share discount on ordinary shares - (430,699,618)
Surplus from change in investments in subsidiaries 721,283 548,303 548,303 548,303
Retained earnings (deficit) Appropriated
Legal reserve 3,030,000 3,030,000 3,030,000 3,030,000
Unappropriated (76,444,627) (189,007,784) (279,780,781) (356,256,344)
Equity attributable to owners of the Company 82,169,292 238,386,602 147,847,878 179,047,219
Non-controlling interests in subsidiaries (111,272) - - -
Total shareholders’ equity 82,058,020 238,386,602 147,847,878 179,047,219
8 (2) Statement of Comprehensive Income
Unit: Baht
Statement of Comprehensive Income For the Year Ended During 1 Jul –
31 Dec 20
30 Jun 18 30 Jun 19 30 Jun 20
Revenue from sales and services 276,925,649 298,182,909 297,727,655 63,531,189
Revenue from construction services - 35,066,406 67,707,733 347,154
Gain from bargaining for the purchase of investments - - 3,185,211 -
Other income 1,958,033 1,323,396 4,331,983 1,075,954
Total revenues 278,883,682 334,572,711 372,952,582 64,954,297
Cost of sales and services 226,678,120 225,203,249 224,926,060 51,996,096
Cost of construction services - 34,731,007 62,645,332 786,586
Distribution costs 61,410,584 61,859,036 30,185,220 10,192,901
Administrative expenses 26,635,275 115,859,796 132,589,675 47,955,002
Finance costs 307,764 149,724 3,877,962 4,965,373
Total expenses 315,031,743 437,802,812 454,224,249 115,895,958
Profit (loss) before income tax expenses (36,148,061) (103,230,101) (81,271,667) (50,941,661)
Income tax expenses (2,386,992) (9,432,887) (2,743,351) (1,579,621)
Net profit (loss) (38,535,053) (112,662,988) (84,015,018) (52,521,282)
5. Total Value of Consideration and Criteria Used in Determining the Value of Consideration To enter into such transaction, the Company will dispose:
(1) 403,764,740 ordinary shares of DIMET with a par value of 0.50 Baht per share, representing 24.99% of the total issued and paid-up capital at the purchase price of 0.20 Baht per share, totaling 80,752,948 Baht;
(2) Warrants to purchase ordinary shares of Dimet (Siam) Public Company Limited No. 4 (“DIMET-W4”) in the number of 232,549,106 units at the purchase price of 0.10 Baht per unit, totaling 23,254,910.60 Baht.
When combining item (1 ) – ( 2 ) above, the total value of consideration equals a total of 104,007,858.60 Baht, and the Buyer will pay in cash for the whole amount.
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Therefore, the value of the disposal of DIMET’s ordinary shares is determined by the Board of Directors under the following criteria:
1) The value of DIMET ordinary shares based on Book Value:
- as of December 31, 2020 = 0.11 Bath per share (the agreed price is 1.82 times of Book Value).
2) The value DIMET-W4 is based on Weighted Average Market Price Approach as follows: - For the past 7 days = 0.17 Bath per share
- For the past 15 days = 0.17 Bath per share - January 2021 to present = 0.15 Bath per share - October 2020 to present = 0.14 Bath per share
3) The value of DIMET ordinary shares is based on Discounted Cash Flow Approach - 0.109 Bath per share
The agreed price is higher than those of 3 aforementioned criteria.
The value of the disposal of DIMET-W4 is determined by the Board of Directors based on Weighted Average Market Price Approach as follows:
- For the past 7 days = 0.06 Bath per share - For the past 15 days = 0.0.06 Bath per share - January 2021 to present = 0.05 Bath per share - October 2020 to present = 0.05 Bath per share
The agreed price is 0.10 Bath per share which is higher than Weighted Average Market Price Approach.
6. The Benefits Expected to be Received by the Company
1. The Company will be able to use it as working capital in order to enhance the financial liquidity of the Company, as well as using the money to expand the business in the future.
2. The Company will be able to invest it in revenue-generating and profitable businesses. 3. Decreasing in recognizing loss from associates’ net loss.
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4. The disposal of investment in DIMET is one of the Company’s business restructuring plans of which emphasizing in focusing in great business opportunities and divesting investment of non-profitable business.
7. Plan to Use Proceed from the Asset Disposal
For the proceed from the disposal of assets this time, the Company will use it as working capital in order to enhance the financial liquidity of the Company, as well as using the money to expand the profitable business in the future.
8. The Opinion of the Board of Directors Regarding the Transaction
The Board of Directors is of the opinion that the disposal of assets of the Company as mentioned earlier is appropriate, reasonable and for the benefit of the Company, because DIMET's performance has continually incurred losses over the past 4 years due to the declining revenues and the increasing in operating expenses.
Therefore, the sale of investments in said associated companies will allow the Company to use the proceed as working capital in the Company’s core business. Also, the Company will be able to use the proceed to expand the profitable businesses in the future in order to increase the opportunity to generate revenues and profits from the Company’s core business, and then this can generate returns to the shareholders in the long-term.
9. The Opinion of the Audit Committee and/or the Directors of the Company Which Differs from the Opinion of the Board of Directors of the Company in No.8
The Audit Committee does not have any opinion that is different from the Board of Directors of the Company.
The Company hereby certifies that the information contained in this report is accurate and complete in all respects.
Yours sincerely,
_______________________________ (Miss Onchulee Lawsmithikul) Authorized to sign on behalf of the Company
