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The Sale of Investment in Ordinary Shares of the Non-Core Busin

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The Sale of Investment in Ordinary Shares of the Non-Core Busin (Translation) Enclosure No. 6 Information Memorandum regarding the Connected Transaction Re: the Sale of Investment in Ordinary Shares of the Non-core Business Subsidiaries of True Corporation Public Company Limited The Board of Directors Meeting of True Corporation Public Company Limited (the “Company”) No. 5/2556 held on 19 th July 2013 has passed the resolution to approve that the Company and/or its subsidiaries to sell the investment in ordinary shares of eight non-core business subsidiaries, whose names appears in topic no. 1 (b) below, to Thana Telecom Corporation Limited which is the Company’s connected person. The said transaction is considered as a Connected Transaction according to the Notifications of the Capital Market Supervisory Board and the Board of Governors of the Stock Exchange of Thailand. The Company therefore notify the information memorandum regarding the transaction as follows: 1. Date of Transaction and Related Parties (a) Date of Transaction Within 31 st December 2013 after the approval granted by the Extraordinary General Meeting of the Shareholders No. 1/2556 (b) Related Parties and Relationship with the Listed Company (1) Selling of shares in True Leasing Company Limited (“TLS”) Seller : 1. True Corporation Public Company Limited 2. True Properties Company Limited (“TP”) Purchaser : Thana Telecom Corporation Limited Relationship with listed company : - TP is a subsidiary in which the Company Group holds 100% of its shares. - Thana Telecom Corporation Limited is a subsidiary of Charoen Pokphand Group Company Limited which is the Company’s major shareholder by holding 63.33% of the total issued and paid-up shares of the Company (as of 15 th March 2013 which is the latest Book Closing Date when the Board of Directors Meeting passed the resolution) (2) Selling of shares in Wire & Wireless Company Limited (“WW”) Seller : 1. True Corporation Public Company Limited 2. True Properties Company Limited (“TP”) Purchaser : Thana Telecom Corporation Limited Relationship with listed company : - TP is a subsidiary in which the Company Group holds 100% of its shares. - Thana Telecom Corporation Limited is a subsidiary of Charoen Pokphand Group Company Limited which is the Company’s major shareholder by holding 63.33% of the total issued and paid-up shares of the Company (as of 15 th March 2013 which is the latest Book Closing Date when the Board of Directors Meeting passed the resolution) 1 (3) Selling of shares in True Money Company Limited (“TMN”) Seller : 1. True Corporation Public Company Limited 2. True Information Technology Company Limited (“TIT”) 3. True Properties Company Limited (“TP”) Purchaser : Thana Telecom Corporation Limited Relationship with listed company : - TIT and TP are subsidiaries in which the Company Group holds 100% of TIT and TP shares. - Thana Telecom Corporation Limited is a subsidiary of Charoen Pokphand Group Company Limited which is the Company’s major shareholder by holding 63.33% of the total issued and paid-up shares of the Company (as of 15 th March 2013 which is the latest Book Closing Date when the Board of Directors Meeting passed the resolution) (4) Selling of shares in True Internet Data Center Company Limited (“TIDC”) Seller : True Internet Company Limited (“True Internet”) Purchaser : Thana Telecom Corporation Limited Relationship with listed company : - True Internet is a subsidiary in which the Company holds 100% of its shares. - Thana Telecom Corporation Limited is a subsidiary of Charoen Pokphand Group Company Limited which is the Company’s major shareholder by holding 63.33% of the total issued and paid-up shares of the Company (as of 15 th March 2013 which is the latest Book Closing Date when the Board of Directors Meeting passed the resolution) (5) Selling of shares in True Lifestyle Retail Company Limited (“TLR”) Seller : 1. Telecom Holding Company Limited (“TH”) 2. True Properties Company Limited (“TP”) Purchaser : Thana Telecom Corporation Limited Relationship with listed company : - TH is a subsidiary in which the Company holds 100% of TH shares - TP is a subsidiary in which the Company Group holds 100% of TP shares. - Thana Telecom Corporation Limited is a subsidiary of Charoen Pokphand Group Company Limited which is the Company’s major shareholder by holding 63.33% of the total issued and paid-up shares of the Company (as of 15 th March 2013 which is the latest Book Closing Date when the Board of Directors Meeting passed the resolution) 2 (6) Selling of shares in True Properties Company Limited (“TP”) Seller : Telecom Holding Company Limited (“TH”) Purchaser : Thana Telecom Corporation Limited Relationship with listed company : - TH is a subsidiary in which the Company holds 100% of its shares. - Thana Telecom Corporation Limited is a subsidiary of Charoen Pokphand Group Company Limited which is the Company’s major shareholder by holding 63.33% of the total issued and paid-up shares of the Company (as of 15 th March 2013 which is the latest Book Closing Date when the Board of Directors Meeting passed the resolution) (7) Selling of shares in True Digital Plus Company Limited (“TDP”) Seller : True Life Plus Company Limited (“TLP”) Purchaser : Thana Telecom Corporation Limited Relationship with listed company : - TLP is a subsidiary in which the Company Group holds 100% of its shares. - Thana Telecom Corporation Limited is a subsidiary of Charoen Pokphand Group Company Limited which is the Company’s major shareholder by holding 63.33% of the total issued and paid-up shares of the Company (as of 15 th March 2013 which is the latest Book Closing Date when the Board of Directors Meeting passed the resolution) (8) Selling of shares in True Digital Content and Media Company Limited (“TDCM”) Seller : 1. Telecom Holding Company Limited (“TH”) 2. True Life Plus Company Limited (“TLP”) Purchaser : Thana Telecom Corporation Limited Relationship with listed company : - TH is a subsidiary in which the Company holds 100% of TH shares - TLP is a subsidiary in which the Company Group holds 100% of TLP shares. - Thana Telecom Corporation Limited is a subsidiary of Charoen Pokphand Group Company Limited which is the Company’s major shareholder by holding 63.33% of the total issued and paid-up shares of the Company (as of 15 th March 2013 which is the latest Book Closing Date when the Board of Directors Meeting passed the resolution) 3 2. Details of assets to be sold (1) (2) (3) (4) (5) (6) (7) (8) List of companies True Leasing Wire & Wireless True Money True Internet Data True Lifestyle Retail True Properties True Digital Plus True Digital Content to be sold Co., Ltd. Co., Ltd. Co., Ltd. Center Co., Ltd. Co., Ltd. Co., Ltd. Co., Ltd. and Media Co., Ltd. (“TLS”) (“WW”) (“TMN”) (“TIDC”) (“TLR”) (“TP”) (“TDP”) (“TDCM”) Nature of Business Rental services Construction Payment service Internet data center Internet cafe and Rental services Online game Digital content and center and electronic related services marketing media card services Issued and Paid-up Baht 1,285 million Baht 100 million Baht 200 million Baht 149.59 million Baht 217 million Baht 3,008 million Baht 357 million Baht 54 million Capital Divided into 128.50 Divided into 10 Divided into 20 Divided into 14.96 Divided into 21.7 Divided into 30.08 Divided into 35.70 Divided into 5.4 million ordinary million ordinary million ordinary million ordinary shares million ordinary million ordinary million ordinary million ordinary shares shares shares shares shares shares shares Par value (Baht) per 10 10 10 10 10 100 10 10 share Key Financial Information (According to the latest reviewed financial statements as of 31st December 2012) - Total assets (million Baht) 4,101.90 1,396.26 10,287.63 508.33 175.24 1,963.60 473.10 592.32 - Total liabilities (million Baht) 3,010.15 757.93 9,976.22 94.19 147.78 678.46 71.59 594.49 - Total revenue (million Baht) 2,238.32 1,651.13 1,616.72 322.26 475.36 530.83 479.18 779.54 - Net profit (loss) (million Baht) 159.78 218.54 1.59 36.83 (10.59) 86.89 16.58 (64.00) - Book value (million Baht) 1,091.75 638.33 311.41 414.14 27.46 1,285.14 401.51 (2.17) - Book value per share (Baht) 8.50 63.83 15.57 27.69 1.27 42.72 11.25 (0.40) Board of Directors - Mr. Ajva Taulananda - Mr. Athueck Asvanund - Mr. Suphachai Chearavanont - Mr. Chatchaval Jiaravanon - Mr. Ajva Taulananda - Mr. Sumet Jiaravanon - Mr. Adhiruth Thothaveesansuk - Mr. Adhiruth Thothaveesansuk - Mr. Chatchaval Jiaravanon - Mr. Anat Mekpaiboonvatana - Mr. Athueck Asvanund - Mr. Songtham Phianpattanawit - Mr. Chatchaval Jiaravanon - Mr. Min Tieanworn - Mrs. Wantana Lawskulpaiboon - Mrs. Wantana Lawskulpaiboon - Mr. Soopakij Chearavanont - Major General M.R. - Mr. Vichaow Rakphongphairoj - Mr. Vasu Khunvasi - Mr. Suphachai Chearavanont - Mr. Ajva Taulananda - Mr. Mana Prapakamol - Mr. William Edward Harris - Mr. Kachorn Chiaravanont Suphawat Khasemsri - Mr. Noppadol Dej-Udom - Mr. Janewit Kraprayoon - Mr. Vichaow Rakphongphairoj - Mr. Soopakij Chearavanont - Miss Monsinee Nakapanant - Mr. Mana Prapakamol - Mr. Suphachai Chearavanont - Mr. Chatchaval Jiaravanon - Mr. Kashem Kornseri - Mr. Kul Pyo Hong - Mr. Papon Ratanachaikanont - Mr. Kachorn Chiaravanont - Miss Monsinee Nakapanant - Mr. Vichaow Rakphongphairoj - Mr. Soopakij Chearavanont - Mr. Taj Bussadeegarn - Mr. Sunghyun Kim - Mr. Chatchaval Jiaravanon - Mr. Aut Arunrattanapong - Mr. Noppadol Dej-Udom - Mr. Suphachai Chearavanont - Mr. Adhiruth Thothaveesansuk - Mr. Noppadol Dej-Udom - Miss Kirana Cheewachuen - Mr. Vichaow Rakphongphairoj - Mr. Taj Bussadeegarn - Mr. Seubsakol Sakolsatayadorn - Mr. Songtham Phianpattanawit - Mr. Utai Khumkong - Miss Jirattikarn Suthiwannarat 4 3. General Nature, Total Value Consideration and Size of Transaction General Nature of Transaction The Company and its subsidiaries of the Company will sell the investment in ordinary shares of the eight non-core business subsidiaries to Thana Telecom Corporation Limited who is the connected person of the Company for the total selling price of Baht 5,392,612,337.
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