JCK Hospitality Public: Notification of Acquisition of Assets and Brand under “Shabu Indy” Brand (Revised)







(Translation)

Ref. CS./22-086

June 23, 2022

Matter:

Notification of acquisition of assets and brand under the brand “Shabu Indy” (Amended)

TO:President

The Stock Exchange of Thailand

JCK Hospitality Public Company Limited (“the Company”) wishes to inform that Board Meeting No. 4/2022 held on June 23, 2022 has resolved to authorize the Company to invest by acquiring assets from Indy International Company Limited (“INDY”) consisting of a brand under the “Shabu Indy” brand, land and buildings, other fixed assets, a freezer and the transfer of operating rights under the “Shabu Indy” brand. Please see attached for transaction details.

The size of the above transaction, including other transactions in the last 6 months, does not reach the criteria that must be implemented according to the notification of the Capital Market Supervisory Board No. TorJor. 20/2008 Subject: Rules for significant transactions qualifying as acquisition or disposal of assets of listed companies and is not a related transaction. However, the Company has an obligation to report information to the Stock Exchange of Thailand in accordance with the regulations of the Stock Exchange of Thailand regarding the rules, conditions and procedures governing the disclosure of information and other acts of a listed company.

Please be informed accordingly.

Cordially,

(Mr. Athawut Taechaubol)

Co-General Manager

Person authorized to sign the notification

Details of acquisition of assets and brand under “Shabu Indy” brand

  1. Transaction date
    When the board of directors approves the transaction
  2. Related parties

Buyer

: JCK Hospitality Public Company Limited (“the Company”)

Seller

:

Indy International Company Limited (“INDY”)

Relationship

:

The Company and INDY are not related persons

3. General characteristics of the Operation

The Company will acquire assets from INDY, which are assets used in commercial operation, including the rights to sell the “Shabu Indy” franchise, raw materials and ingredients. The details are as follows

  1. Trademark “Shabu Indy” and other related commercial licenses.
  2. 2 Land and buildings within the framework of the Tropical Ville project, Mueang district, Phitsanulok province. Total area of ​​52.2 square wah.
  3. Rental space and other fixed assets (within the Shabu Indy store operated by INDY) and freezers for
    INDY TO GO.

The Company shall be the assignee of all rights and duties to operate the business of “Shabu Indy”, including the lease agreement, franchise agreement, agreement to borrow the INDY To Go Freezer from INDY within specified.

Asset Valuation Report

Evaluation report

Details

Expert

15 Business Advisory Limited, which is an SEC Appraiser

Objective

To know the market value of the asset and for the purpose of buying and selling

Evaluation method

Market approach and cost approach

Valuation date

March 31, 2022

Current market value

Baht 28,075,540.-

of assets

Net book value

Baht 27,984,892.95 (as of December 31, 2021)

4. Total Value of Considerations and Source of Funds

The Company will acquire assets from INDY with a total value not exceeding 32,000,000 Baht, which is the agreed price resulting from the negotiation between the buyer and the seller. The source of funds will come from convertible debentures. The payment is divided into 4 installments as follows:

Payment

baht

Payment Terms

1

1,000,000

Deposit (paid) according to the memorandum of understanding of the

April 4, 2022.

2

9,000,000

At the signing of the contract of sale and purchase of assets

3

5,000,000

Payment to secured debtors for the discharge of the mortgage on the date of

transfer of land ownership

4

17,000,000

Payment after the company received the transfer of “Shabu Indy”

trademark and other fixed assets, including the transfer of all

contracts

5. Size of transactions

The transaction is considered an acquisition of assets pursuant to Capital Market Supervisory Board Notification No. TorJor. 20/2008 Subject: Rules for Significant Transactions Qualified as Acquisition or Disposal of Assets of Listed Companies and Notification of the Board of Governors of the Stock Exchange of Thailand (“SET”) Subject: Disclosure of Information and Other Acts of Companies listed relating to the acquisition or disposal of assets BE 2547. The size of the transaction calculated on the basis of the Company’s financial statements as of March 31, 2022 shows that the value based on net tangible assets, net operating profits and the total value of the consideration paid are not more than 15% (the details of the calculation are indicated in the table). The Company has therefore proposed to the Board of Directors for approval and is not required to disclose the information to the SET in accordance with the regulations of the SET.

Calculation basis

Transaction

Cut

1.

Net tangible assets

Unable to calculate because the transaction is a

asset acquisition

2.

Total value of consideration

Transaction Value Paid

= 32.0 × 100%

2.74%

Total Company Assets

1,167.8

3.

Net operating income

Unable to calculate because the transaction is a

asset acquisition

4.

Total value of consideration

Unable to calculate because no new shares are issued

This transaction size, including the transaction in the last 6 months which is the acquisition of the right to develop the restaurant under the “Burger and Lobster” brands, is equivalent to 3.30%, which is considered a small size. and fails to meet the criteria that must be implemented in accordance with Capital Market Supervisory Board Notification No. TorJor. 20/2008 Subject: Rules for significant transactions qualifying as the acquisition or disposal of assets of listed companies.

6. Opinion of the Board of Directors and the Audit Committee

The Board of Directors believes that the acquisition of INDY’s assets is consistent with the Company’s industry and more diversified business expansion plan. Since the Company has been operating and specializing in the food industry for a long time, the Company will be able to further develop and add value to the new business in conjunction with the Company’s strategy. Also, in the current situation where many businesses are affected by the COVID-19 outbreak, the transaction value is considered the price during the COVID-19 outbreak. On the other hand, if the COVID-19 situation improves, the Company may have to buy at a price higher than the current transaction value. Furthermore, the Board of Directors has also considered that the payment terms are appropriate and will be the most advantageous for the Company.

Disclaimer

JCK Hospitality pcl published this content on July 08, 2022 and is solely responsible for the information contained therein. Distributed by Audienceunedited and unmodified, on Jul 08, 2022 01:33:09 UTC.

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Net debt

P/E ratio
Yield
Capitalization 262M
7.28 million
7.28 million
EV / Sales -1
EV / Sales 0
# of employees 2,589
Floating 61.3%

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