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3BB INTERNET INFRASTRUCTURE FUND — Capital/Financing Update 2022
Sep 14, 2022
75066_rns_2022-09-14_06ca08bb-35b7-4889-902a-0f7335412921.pdf
Capital/Financing Update
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(Translation)
Date: 14 September 2022
No. 1671/2022
- Re: BBL’s approval of interest reduction and extension of maturity date to Jasmine Broadband Internet Infrastructure Fund (JASIF)
To: President, The Stock Exchange of Thailand
Jasmine Broadband Internet Infrastructure Fund ( JASIF or the Fund ) entered into the THB 18,160 million Facilities Agreement with Bangkok Bank Public Company Limited ( BBL ) dated 19 November 2019 for acquiring the additional optical fibre cables in 2019 (the Facilities Agreement ). According to the terms of the Facilities Agreement, the Fund is prohibited from (i) amending, novating or terminating the benefits seeking agreements relating to the infrastructure assets, (ii) amending the Fund’s scheme unless required by law or in order to comply with the law, and (iii) performing capital reduction unless consented by BBL. The terms of the Facilities Agreement also specify that the termination of the benefits seeking agreements relating to the infrastructure assets constitutes an event of default under the Facilities Agreement.
BBL Asset Management Company Limited (the Management Company ), as the management company of the Fund is in the process of coordinating with BBL to request for the waiver of the relevant terms under the Facilities Agreement so that the Fund can proceed according to the proposals of Advanced Wireless Network Company Limited ( AWN ) relating to the amendments to the benefit seeking agreements in respect of the infrastructure assets and the amendments to the Fund’s scheme, if the Fund’s extraordinary general meeting of unitholders no.1/2022 resolves to approve AWN’s proposals. However, BBL is currently in the process of considering to grant the approval to the Fund to proceed with the aforementioned. The Management Company will inform the unitholders of any further update.
In addition, the Fund has also consulted with BBL to request BBL to extend the maturity date and reduce the interest rate under the Facilities Agreement because of the change of the sponsor to AWN, whose strong financial stability reduces the business risks of the Fund, the details of which are set out in the table below, for the purpose of reducing the financial cost, thus resulting in better liquidity, of the Fund.
BBL has informed the Management Company on 14 September 2022 that BBL has approved in principle the extension of the repayment date and the reduction of the interest rate as requested by the Fund, the details of which are as follows:
| ( |
Unit: THB million) |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2024 | 2025 | 2026 | 2027 | 2028 | 2029 | 2030 | 2031 | 2032 | Total (2023-2032) |
|
| Repayment | |||||||||||
| Original terms | 1,150 | 1,300 | 1,450 | 1,550 | 1,700 | 1,900 | 2,100 | 2,200 | - | - | 13,350 |
| New terms | 50 | 200 | 250 | 600 | 750 | 2,000 | 2,200 | 2,200 | 2,400 | 2,700 | 13,350 |
| Interest rate | |||||||||||
| Original terms | MLR | MLR | MLR | MLR | MLR | MLR | MLR | MLR | |||
| New terms | MLR – 0.5% | MLR – 0.5% | MLR – 0.5% | MLR – 0.5% | MLR – 0.5% | MLR – 0.5% | MLR – 0.5% | MLR – 0.5% | MLR – 0.5% | MLR – 0.5% |
Remarks
- BBL requests for the payment of the extension fee of 0.50% on the outstanding debt as at 30 December 2022 payable on the date the amendment to the Facilities Agreement is signed.
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BBL specified that the rescheduling of the repayment term and the reduction of the interest rate will become effective upon:
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(a) JASIF having complied with all of the following conditions:
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1.1. JASIF having delivered the following documents to BBL, in the form and substance satisfactory to BBL:
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(i) evidence showing that JASIF’s unitholders meeting has approved the following matters:
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approval on the purchase of investment units currently held by Jasmine International Public Company Limited as seller and AWN as purchaser;
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approval on the negotiation in relation to the amendments to the relevant agreements among the relevant parties, the terms of which are satisfactory to BBL, including but not limited to:
- the amendment to the Main Lease Agreement under which the rental period must not expire before 31 December 2037; and
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the payment of advance rental by TTTBB in the amount of THB 3,000 million, payable THB 1,000 million for the first instalment on the date the amendment to the Main Lease Agreement is signed (the “ Effective Date ”) and no less than THB 1,000 million on the date falling one year and two years from the Effective Date, respectively, within 31 December 2025;
- (ii) evidence showing that the purchase of shares in Triple T Broadband Public Company Limited (“ **TTTBB** ”) and the investment units in JASIF by AWN is complete;
- (iii) evidence showing that Advanced Info Services Company Limited and AWN maintain its shareholding, whether directly or indirectly, in TTTBB of (“ **AIS** ”) no less than 99.87% in aggregate and have control in TTTBB; and
- (iv) other documents relating to the purchase of shares and investment units as requested by BBL;
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1.2. no event of default having occurred and remedied under the Facilities Agreement; and
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1.3. no material adverse change having occurred under the Facilities Agreement; and
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(b) JASIF agreeing to the following conditions throughout the term of the loan:
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2.1 procuring TTTBB to undertake that AIS and AWN will maintain their shareholding in TTTBB, whether directly or indirectly of no less than 99.87% in aggregate and have control in TTTBB; and
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2.2 procuring TTTBB to pay the advance rental according to the amendment to the terms of the Main Lease Agreement.
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Please be informed accordingly.
Sincerely yours,
Mr. Pornchalit Ploykrachang Deputy Managing Director BBL Asset Management Company Limited
Real Estate & Infrastructure Investment Tel 0-2674-6400 ext. 551 ext. 554
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