IFA advises holders of green light units to sell “JASIF-3BB” to ADVANC indicating an appropriate amendment to the new contract

Yesterday (30 September 20) Jasmine Broadband Internet Infrastructure Fund or JASIF notified the SET by reporting the opinion of an independent financial adviser on the cancellation and amendment of the contract to provide benefits from infrastructure business assets Type of optical fiber property and other related transactions Offer to JASIF shareholders for the general meeting of the unit holders to be held on 18 October 65

However, on 26 September 22, JASIF informed the Stock Exchange of Thailand (SET) requesting to change the agenda of the Extraordinary General Meeting of Unit Holders No. 1/2022, leaving 2 agendas remaining, namely Agenda 1 (divided into 3 ). sub-agenda) and agenda 2, consider other matters (if any) in order to be more concise and reduce confusion when considering entering into the transaction of the Company, Advanced Wireless Network Company Limited or AWN, which is a Subsidiary of a Superior company . Info Service Public Company Limited or ADVANC which will buy investment units in JASIF

JASIF recently reported yesterday the opinion of DISCOVER Management Company Limited or DISCOVER, an independent financial advisor. This summarizes the guidelines for approving sub-Agenda 1.1-1.3 because the agenda for this meeting of unit holders is flexible by giving an opportunity to unit holders who want AWN to be the Sponsor of the Fund. but they do not want to change or waive the rent or rental income insurance contract (Approving Agenda 1.1 but not approving Agenda 1.2 and/or Agenda 1.3), which have different advantages, disadvantages and risks.

However, considering how reasonable it is to make this transaction Due to the current broadband internet business situation that is more competitive than in the past The Independent Financial Adviser is of the opinion that entering into the this transaction benefits the Fund. and unit holders Although entering into this transaction will cause unit holders to receive a lower DPU, the IFA considers that the risk of default is reduced. and more importantly future business opportunities

If you consider the ability to compete and the ability to pay debt It can be seen that since 2020, TTTBB under JAS has significantly reduced the ability to repay debts. The net loss in 63-64 and the first 6 months of 2022 is (4,125.76) million baht (2,064.49) million baht and (519.28) million baht, respectively.

This is mainly due to the asset leasing rate from the Fund. that is higher than the asset’s ability to generate income It was noted that JAS’s income in 2020 had not increased in line with expenses relating to asset leasing after the sale of assets to the fund in 2019, resulting in JAS having to go to additional debt in 2021. Both loans are from financial institutions and debentures, almost all debt is used to pay the rent under the contract, resulting in not being able to maintain the financial ratio in accordance with the conditions set out in the loan agreement in 2022. Currently, the JAS group is in the process of applying for a waiver to Maintain financial ratios from lenders

In addition, from TTTBB’s financial statements as of June 30, 2022, TTTBB’s assets have shareholders’ equity of about 4,797.63 million baht, of which assets are land, buildings and equipment of about 31,196.25 million baht. If in the future TTTBB can use related assets Can incomplete performance may be impaired and may affect TTTBB’s financial statements. The independent financial adviser focuses mainly on the risk of default due to the Fund at the moment There is only one main tenant (TTTBB) if the main tenant cannot pay the rental fee under the contract. or late payment of rent under the contract directly affects the unit holders (and may affect creditors of TITB: and JAS) Therefore, the IFA considers that entering into the sale of shares and sale of investment units transaction and terminating and amending the relevant contract at this time is appropriate

Based on the above conclusion, the IFA is of the opinion that the unit holders should approve Jasmine Company. International Public Company Limited or JAS Sale of investment units in the mutual fund and sale of ordinary shares in TTTBB give to Let’s go and or the person Let’s go consider and approve the waiver and or amend certain details in the contract for the benefit of the infrastructure business cancel some of the relevant contracts advance rent increase in TTTBB agree to pay to the Fund and amend the mutual fund management project as necessary for the Fund to proceed in accordance with the decisions of the unit holders in this agenda. This includes amendments to the fund management project so that the fund The investment can be returned in an amount not exceeding the rent in advance in TTTBB agree to pay to the Fund which is an approval of each agenda(that is, the agenda 1.1 1.2 a 1.3) However, if the investors do not agree with the offer Let’s go The unitholders should not approve the agenda. 1.1 only one agenda

However, the independent financial adviser has reviewed the Fund’s legal adviser. and the management company to the case when the unit holders have approved the cancellation, waiver and amendment of the relevant contract However, the share and unit trust transaction between JAS and AWN is not successful, the Fund will not and the unit-holders lose any rights. and still receive all rights under the original contract at this time The Fund will still receive rent from TTTBB according to the current lease agreement, if TTTBB does not pay the rent, the Fund will be able sue for damages.

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