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稳定的供应 合理的价格 高资量的产品 紧密的合作 For more than three decades, Thai Rubber Latex Corporation has stably become one of the most recognized concentrated latex producer in Thailand and gained numerous reputations within rubber industry worldwide. We have been continuously improving our manufacturing process, logistics network, and material supply management to ensure that we are fully capable of delivering the finest product to our customers when they want. Our devotions to quality are aimed at providing real customer benefits, the benefits that last resulting in maximum customer satisfaction. Thai Rubber Latex Corporation is a leading manufacturer and exporter of latex concentrate, disposable rubber gloves, extruded rubber threads, and various rubber products. Our core competitiveness is derived from consistency of supply, high-quality products, spontaneous customer services. That is contributable to our success.

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  Adding an agenda of the AGM of Shareholders Year 2018, the listing of a subsidiary company requests for permission of offering Ordinary shares and listing on the Market of Alternative Investment
Notification of the Resolution of the Board of Director No.2/2018

March 8, 2018

Subject  :    The President of the Stock Exchange of Thailand

To  :            President of the Stock Exchange of Thailand

                   

                     Enclosed: Information Memorandum concerning the listing of Latex System Company Limited, a subsidiary company of Thai-Rubber Latex Corporation (Thailand) Public Company Limited requests for permission of offering Ordinary shares and listing on the Market of Alternative Investment

 

                     Thai Rubber Latex Corporation (Thailand) Public Company Limited ("the Company") would like to inform the significant resolution of the Board of Directors' Meeting No.2/2018 which was held on March 7, 2018 at the general meeting room in the Company's headquarter, No. 99/1-3 Moo 13 Krisda Nakon 21 Bangna-Trad Road, Km.7 Bangkaew, Bangplee, Samutprakarn as per details as follows:

 

                     1. Approved to accept the Minutes of the of the Board of Director No.1/2018 held on February 23, 2018

                     2. Approved the listing plan on the Market for Alternative Investment (MAI) of Latex System Co., Ltd. and the Initial Public offering (IPO) and allocation of LS' ordinary shares to the public and the existing authorized shareholders of TRUBB according to shareholding proportion in the Company (Pre-emptive Right). By the way, Thai Rubber Latex Group Co., Ltd. ("THAITEX"), as the shareholder of TRUBB who acquired the ordinary shares of the Company due to the entire business transfer on December 29, 2017, shall not use this right to buy the ordinary shares as offered because there will be the reduction of registered capital after the liquidation of THAITEX . (as the detail attached)
 

                     3. Approved the amendment of the agenda of the Annual General Meeting of Shareholders No.1/2018 held on April 20, 2018 at 9.00 am, at Suanluang Ballroom , 1st floor, Novotel Bangkok-Bangna Hotel, No. 333 Moo 6 Srinakarin Road, Nongbon, Pravet, Bangkok 10250, Thailand. The agenda of the Annual General Meeting of Shareholders for the year of 2018 are as follow:


                         1. To consider and certify the minutes of the Extraordinary General Meeting of

                              Shareholders No.2/2017 held on Dec 13, 2016.
                         2. To consider and approve the listing plan of Latex Systems Co., Ltd.

                              on Market for Alternative Investment (MAI).
                         3. To consider and approve the Company's annual report and the Board of

                              Directors' report of 2017.
                         4. To consider and approve the Company's balance sheets, the profit and

                              loss statements, and the cash flow statements as at 31 December 2017
                         5. To consider the dividend payment and the legal reserve for

                              the performance of year 2017
                         6. To consider and approve the appointment of directors in replacement

                              the expired and resigning directors.
                         7. To consider and approve the Board of Directors' remuneration and

                              budget of Board of Directors' remuneration for year 2018.
                         8. To consider an appointment of an auditor and the remuneration of the audit

                              fee for 2018.
                         9. To consider other issues (if any).

 

                     The Company will stipulate the list of shareholders who have an eligible to attend the Annual General Meeting of Shareholders Year 2018 (Record Date) on March 27, 2018

 

                     Please be informed accordingly,

 

 

Sincerely yours,

 

    Mr.Vorathep Wongsasuthikul

                                                                                   Chairman

 

 

 

Information Memorandum concerning the listing of Latex Systems Company Limited, a subsidiary company of Thai Rubber Latex Corporation (Thailand) Public Company Limited requests for permission of offering Ordinary shares and listing on the Market of Alternative Investment

                    According to the Board of Directors' Meeting of Thai Rubber Latex Corporation (Thailand) public Co. Ltd. ("TRUBB" or "the Company") No. 2/2018 held on March 8, 2018 has a resolution to approve and proposed to the shareholder's meeting of the Company to consider and approve the plans of the Initial Public Offering (IPO) and the listing on the Market for Alternative Investment ("MAI market") of Latex System Co., Ltd. ("LS"). The purpose is that to raise funds for investing and expanding the business and also for working capital in the company business. LS will issue and offer the ordinary shares to the public and the existing authorized shareholders of TRUBB according to shareholding proportion in the company (Pre-emptive Right). In this regard, after the spin-off is completed, LS is still a subsidiary of TRUBB because TRUBB still has power to control the direction of LS. By the way, Thai Rubber Latex Group Co., Ltd. ("THAITEX"), as the shareholder of TRUBB who acquired the ordinary shares of the Company due to the entire business transfer on December 29, 2017, shall not use this right to buy the ordinary shares as offered.
                    The plans of the Initial Public Offering and the listing on the Market for Alternative Investment of Latex System Co., Ltd. are under the Notification of the Capital Market Supervisory Board No. TorChor. 20/2551, Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets (Including any amended issues) 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 and Disposition of Assets, 2004 (The Notification Re: Acquisition and Disposition). When calculating the size of transaction, the maximum size of transaction according to the net profit calculation criteria is 12.73 percent based on the consolidated financial statements of the Company and its subsidiaries as of December 31, 2017. Then the size of the said transaction is less than 15 percent. Therefore, the Company has no obligation to disclose information about the disposal of assets to the Stock Exchange of Thailand ("SET"), as the rules in The Notification Re: Acquisition and Disposition. However, the Company has an obligation to disclose LS listing plan on MAI Market under the Regulations of the Stock Exchange of Thailand, Re: Rules, Conditions and Procedures Governing the Disclosure of Information and Other Acts of a Listed Company B.E. 2560. The transactions are as followed:

1. Date of Transaction
This listing plan on MAI of LS, by offering the ordinary shares to public (IPO) and the existing authorized shareholders of the Company according to shareholding proportion in the Company (Pre-emptive Right), depends on the conditions precedent specified Clause 10

2. Related Parties
Seller:      Latex System Co., Ltd. ("LS") is a subsidiary of the Company by holding 4,790,335 shares or at 56.16 persent as of June 30, 2560
Buyer:     General public and shareholders of the Company who are entitled to purchase those ordinary shares according to the shareholding proportion in the Company (Pre-emptive Right) (collectively referred to as the "Public")

3. Characteristics of transaction
                    The Board of Directors' Meeting of the Company No. 2/2018 held on March 8, 2018 has approved the plan of offering ordinary shares of LS to the Public (IPO) and listing LS on the MAI market which will be expectedly completed in 2018. LS will submit the application for listing its shares in the Stock Exchange by stipulating, the proportion of the Initial public offering (IPO) with not exceeding 30.00 percent of all of the paid-up registered capital after IPO. This public offering on June 30, 2560 will decrease the proportional shareholding of the Company in LS approximately from 56.16 to 39.13 percent of total paid-up registered capital after this IPO. (Before and after IPO, proportion shareholding of the Company in LS may be changed because LS is planning to restructure on its capital by making the right offering ("RO") and distribute its dividend in order to have a suitable capital structure before listing on MAI.)
                    In this regard, the plan of LS which will register its shares on MAI market will make the Company hold the ordinary shares in LS decreasing the proportional shareholding of the Company in LS approximately from 56.16 to 39.13 percent of total paid-up registered capital after this IPO. The value of transaction calculated under the rules of The Notification of the Capital Market Supervisory Board No. TorChor. 20/2551, Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets 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 and Disposition of Assets, 2004, which comprises the criteria of Net Tangible Assets, Net Profit, Total Value of Consolidation and Equity Share Value which the Company issuing in
return of the acquisition of assets, based on the Financial Statement audited by the auditor as of December 31, 2017, there are sizes of transaction in each of these following methods,




                    As the calculation above, the highest value criteria is the criterion of net profit. The size of the transaction is 12.73%, which is less than 15 percent. Therefore, the Company has no obligation to disclose information as the regulation required. However, the Company has an obligation to disclose the listing of LS in MAI Market under the Regulations of the Stock Exchange of Thailand, Re: Rules, Conditions and Procedures Governing the Disclosure of Information and Other Acts of a Listed Company B.E. 2560.

4. Preliminary details of Assets Disposition
Details of the Initial Public Offering (IPO) of LS

Issuer LS (In present, is preparing for listing and have not transformed into a public company limited yet.
Type of the offering securities The ordinary shares of LS (In present, the ordinary shares of LS are not listed securities in the SET)
Amount of the offering ordinary shares Not exceed 30.00 percent of all of the paid-up registered capital after the initial public offering as following details:
1. The proportion is not less than 10 percent but not over than 20 percent of the issued ordinary shares, for offering to the existing authorized shareholders according to their shareholders proportion (Pre-emptive Right).
2. The proportion is not less than 80 percent but not over than 90 percent of the issued ordinary shares, for offering to the Public.
Par Value A par value of Baht 9.24 per share (Par value may be changed)
The allocation and the date of closing the shareholders register book, to provide the collection of the names of the Pre-emptive Right shareholders As decided by the Company directors or the person who assigned by the Company directors, to stipulate the proportion of the subscription entitlement to the ordinary shares of LS, and the date (Record Date) to list the names of the Company shareholders who have the subscription entitlement to those such ordinary shares. The determination will be operated after the Office of the Securities and Exchange Commission has an approval for LS to offer the ordinary shares to the Public, which the Company will notify the shareholders not less than 14 days in advance.
Offering price Undecided, However, the offering price of the ordinary shares of LS, which allocated to the Company shareholders (by the Pre-emptive Right), will be the same price which offered to the Public.
Offering period After the Office of the Securities and Exchange Commission has an approval for LS to offer the ordinary shares to the Public and MAI market has an approval for LS ordinary shares to be registered shares under the condition of Free Float.
Other details The Company shall inform for the further details of the Initial public offering (IPO) of LS to the Company shareholders.

Details of Latex System Co., Ltd.

Company name Latex System Company Limited
Head office address No. 79/2 Moo 1, Bangna-Trad Km. 36, Horm Silp sub-district, Bang Pra Kong district, Chacherngsao province 24180
Type of business Natural Latex bed and pillow manufacturer
Capital structure Before offering shares:
Registered and paid-up capital of Baht 78,808,893.24
The Ordinary Shares:
The proportion not over than 30.00 percent of all of the Shares after the capital increase for the initial public offering (IPO)
After offering shares:
Registered and paid-up capital not over than Baht 300,000,000
Proportion of shareholding of the Company in LS* Before offering shares:
Approximately 56.16 percent of paid-up registered capital of LS
After offering shares:
Approximately 39.31 percent after offering share
Remark: *LS is planning to restructure on its capital by making the right offering ("RO") and distribute its dividend in order to have a suitable capital structure before listing on the MAI market, which will make the structure of capital and the amount of shares that the Company holding in LS before and after offering change. However, the proportion of the shareholding of the Company before offering will not change in significance.

Shareholding structure of LS as following details (Directly and indirectly shareholding)

        Remark: A par value of Baht 9.24 per share

                    According to the List of shareholders of LS as of June 30, 2017 and the list of shareholders of TRUBB as of September 24, 2017

        Family relationship between the shareholders

        Board of Directors of LS as of February 8, 2018 consist of

        Remark: the Board of directors of LS can be changed in the future.

       
Summary of the LS financial statement for the accounting year 2015-2017 according to the financial information as follows:

        Summary of the LS operation for the accounting year 2015-2017 according to the financial information as follows:


5.    Total Value of Consideration

        LS will offer the shares to the authorized existing shareholders of TRUBB according to the shareholder proportion in TRUBB (Pre-emptive Right) at the offering price similar to the price of initial public offering (IPO)
which currently has not been determined yet. In this regard, LS will certainly specify the offering price after the Securities and Exchange Commission approves of the share offering of LS.

6.    Value of Disposed Assets

        Total value of disposed assets will be in accordance with the price for IPO.

7.    Expected Benefits from the Transaction

7.1 TRUBB Benefits
  • Benefits from additional value from TRUBB investment in LS.
  • Reduce the financial obligation of TRUBB to support LS.
  • Provide the shareholders of TRUBB with opportunities to gain benefits from LS business directly and indirectly.
  • The funding through TRUBB is currently more difficult and limited by conditions and may not reach the target.
  • Reduce the financial obligation of TRUBB to support LS.

    7.2 LS Benefits

  • Raise funds for using in the business operation
  • Increase channels of raising fund where LS can raise funds directly from the investors.
  • Increase LS competitiveness

8.     Expenditure Plan from IPO
       
This fund will be used for the operating business expansion and the working capital of LS.

9.     Business Reliance on the Company and the Conflict of interest
       
Reliance
       
To reduce the reliance on TRUBB before the registration in the Stock Exchange of Thailand, LS has reduced the proportion of raw material purchased from TRUBB under the long-term contact. In this regard, LS will purchase the raw material in accordance with the LS policy and the process of purchasing raw material in order to ensure the utmost benefits of LS including quality, price, trade term, and raw material delivery conditions from the suppliers.
       
Conflict of interest
LS was established in 2003 and was held its shares by French businessman at 49% and Thai investors at 51%. Once, LS confronted the business problem. Then, they had sold its shares to the persons who have
relationship with Mr. Vorathep Wongsasuthikul and his alliances who are the directors of the Company and business partners. After that, LS had profits, stability and had been planning to increase its share capital. Subsequently, the directors offered LS's shares to TRUBB including debt to equity swap. As a result, TRUBB and persons, who may have a conflict of interest, holds LS's shares at 56.16 percent and 19.18 respectively. However, if counting the amount of shares which held directly and indirectly via TRUBB by Wongsasuthikul family, Waraprateep family and Temrittikulchai family, it is total amount at 61.24 percent. This current structure causes a conflict of interest. However, TRUBB and LS have only sale transaction for latex only and have procedures to avoid those conflict of interest as follows;

  • Using the market mechanism in order to contemplate the price including the consideration of long term contract;
  • An audit committee verifies the sale transactions and related party transactions.


10.  Condition Precedent
       
10.1 For shareholders of TRUBB will obtain the full information and have the transparency on this transaction, TRUBB must obtain the resolution from the shareholders' meeting to approve the registration of LS in the Stock Exchange of Thailand and the increase in share capital for offering to the public (IPO) and the existing authorized shareholders of TRUBB in accordance with the holding proportion (Pre-emptive Right).
        10.2 The LS shareholders' meeting has a resolution to approve for the registration of LS in the Stock Exchange of Thailand and the increase in capital for initial public offering (IPO) and the offering to shareholders of TRUBB in proportion to their present share holdings (Pre-emptive Right).
        10.3 LS registers for company transformation to a public company and issuance of the newly ordinary shares for public offering with Department of Business Development, Ministry of Commerce.
        10.4 LS is permitted by the Securities and Exchange Commission for making the initial public offering (IPO) and offering the shares to the existing authorized shareholders of TRUBB according to the shareholding proportion in TRUBB (Pre-emptive Right). In addition, the statement of the security offering transaction and the draft prospectus have been effective.
        10.5 The Stock Exchange of Thailand accepts the LS securities as the listed securities with the conditions of free float.

11.  Effect of Spin-off on the Company and the Company's Shareholders
       
11.1 EPS Dilution/Control Dilution
In case LS issues and offers its shares to the public (IPO) according to the plan of registration in the MAI, the EPS dilution or control dilution of the Company in LS will reduce approximately not exceeding
16.85 percent of the portion of profits or voting rights (Before and after IPO, proportion shareholding of the Company in LS may be changed) However, LS will offer the shares to the shareholders of TRUBB in proportion to their present share holdings (Pre-emptive Right)) to reduce such effect.
        11.2 Price Dilution
As the offering shares are LS's share, there should not be any direct impact on the Company's price dilution. However, the reduction of the shareholding proportion in LS will dilute the Company's realized profit in LS.

12. Opinion of the Company's Committee and Audit Committee regarding the Transaction
       
The Company's Committee have 12 members which can be separated into 7 interest directors and 5 non-interested directors, including the 3 audit committees, opined that this transaction is rational and will increase the strength of LS including facilitating the LS to raise funds through the capital market by itself. This will increase LS's competitiveness and strengthen its financial status as a long-term plan. Moreover, this will also add the value of the capital investment of the Company in LS.

13.  Opinion of the Audit Committee and /or Company's Committee which is different to the Company's Committee's mentioned in 10.
       
- None -

 
 
 
 
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