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272 l Introduction l Nature of Business l Organisation and Shareholding Structure l Business Review l Corporate Governance l Financial Statements l Other Information l
16.1.3 Kerry Express (Thailand) Public Company Limited (“KEX”) 16.1.5 Jay Mart Public Company Limited (“JMART”)
During the year, the Company acquired and sold 87 million and 51 On 7 December 2021, VGI invested in JMART, in accordance with
million ordinary shares of KEX through the Stock Exchange of Thailand the resolution of the meeting of VGI’s Board of Directors hold on 26
for a total of Baht 3,344 million and Baht 2,348 million, respectively. August 2021 and the Share Subscription Agreement. VGI subscribed
As a result, the Group shareholding in KEX increased from 20.28% and made payment for 206,241,800 newly issued ordinary shares in
to 22.33% of all issued shares. The Group recorded the loss on sale JMART which are issued and offered to VGI by way of the private
of investment in associate amounting to Baht 269 million (Separate placement, with a par value of Baht 1 per share, at the subscription
financial statement: Baht 259 million) in the statement of comprehensive price of Baht 30.3370 per share, totaling Baht 6,256,757,486.60.
income for the year ended 31 March 2022. As a result, VGI will hold shares in JMART representing 14.92% of
total voting rights in JMART and VGI’s representation is in JMART’s
Board of Directors. VGI therefore has significant influence over JMART.
16.1.4 Master Ad Public Company Limited (“MACO”)
VGI has classified the investment in JMART under the investment in
a) Capital increase an associate since 7 December 2021.
On 23 December 2021, The Group subscribed and made payment In addition, VGI received 25,337,882 units of the warrants to purchase
for the issue and offer of 1,141,253,677 additional ordinary shares the newly issued ordinary shares of JMART in named certificate and
of MACO to be allocated to the existing shareholders of MACO untransferable in JMART No.6 which allocated to the investors who
on a pro rata basis (rights offering), at an offering price of Baht subscribe for and being allocated with the newly issued ordinary
0.3 per share, totaling Baht 342,376,103. MACO registered the shares which are issued and offered to specific investors (Private
corresponding increase in its paid-up share capital with the Ministry Placement) (the “JMART-W6 Warrants”) without any offering price, at
of Commerce on 4 January 2022. After registration share capital, the the exercise ratio of 1 unit to 1 ordinary share in JMART, and at the
Group shareholding in MACO increased from 41.16% to 41.50%. exercise price of Baht 30.3370 per share, and upon fully exercised
of such warrants, VGI will hold shares in JMART representing 15.00%
b) Sales of warrants of total voting rights in JMART (in case the holders of existing series
of the warrants to purchase newly issued ordinary shares in JMART
During the year, the Group sold 456,879,564 warrants of MACO at issued by JMART have fully exercised their rights to purchase
the average prices Baht 0.2957 per unit and recognised the gain on such shares).
sales of warrants amounting to Baht 135 million (Separate financial
statement: Baht 25 million). VGI is currently in the process of measuring the fair value at the
acquisition date of the identifiable assets acquired and liabilities
assumed. VGI’s management made estimates of JMART’s assets
and liabilities as at 30 November 2021 and the acquisition date and
determined that they were not significantly different. The values of
the assets and liabilities of JMART at the acquisition date were
summarised below.
