The Board of Directors of Eastern Printing Public Company Limited (EPCO) has approved Eastern Power Group Public Company Limited (EP), a subsidiary of EPCO whereby the company holds 75% of total shares in EP, to sell 100% of total shares of Solar Power Management (Thailand) Company Limited (SPM) to BG Container Glass Public Company Limited (BGC).
Prior to entering into the sale and purchase of shares and debts of SPM to BGC, SPM will purchase PKS’s shares from the existing shareholder who is a director of Nam Viet Hung Investment Corporation in a proportion of 2% with the purchase price at par value plus 5% of profit.
At present, SPM holds 65% of the total shares in Phu Khanh Solar Power Joint Stock Company (PKS), a subsidiary in Socialist Republic of Vietnam. PKS operates two solar power plants i.e. Project Xuan Tho 1 and Project Xuan Tho 2, with a total installed capacity of 99.216 MW in Phu Yen province, Socialist Republic of Vietnam.
Moreover, the Board of Directors of EPCO has also approved EP, a subsidiary of the company whereby EPCO holds 75% of the total shares in EP, to incorporate additional 2 subsidiaries in Hong Kong whereby EP is the shareholder holding 100% shares of such new subsidiaries. This is to restructure the shareholding structure of foreign subsidiaries.
Regarding the transaction, EP will enter into an agreement to purchase shares and debts of SPM whereby EP will sell its shares held in SPM in the amount of 2,000,000 shares or equivalent to 100% of its total shares in SPM (as of 6 September 2019) including the short-term loans from related companies for PKS in the outstanding amount of approximately THB 1,259.00 million.
The payment will be separated into three installments. The first installment will be in an amount of THB 125.90 million, equivalent to 10% of the value of the disposed assets which is paid on the SPA signing date. The second installment will be in an amount of THB 1,133.10 million, equivalent to 90% of the value of the disposed assets which is paid on the Completion Date when the SPM shares are transferred to the Buyer.
The final installment will be the value of the disposed assets consideration adjustment, by adjusting the value of consideration. Such value will be increased by the estimated cash and cash equivalent including account receivables and receivables from other operations, withholding tax (if any), decreased by the account payable and payable from other operations, which remains in SPM on the completion Date.