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3BB INTERNET INFRASTRUCTURE FUND — Proxy Solicitation & Information Statement 2022
Sep 26, 2022
75066_rns_2022-09-26_78772844-6b4e-42b3-8c6f-01ff44acfdf0.pdf
Proxy Solicitation & Information Statement
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(Translation)
Date: 26 September 2022
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No. 1750/2022
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Re: Notifying the change of the agenda of extraordinary general meeting of unitholders no.1/2022
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To: President, The Stock Exchange of Thailand
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Ref: 1. Information memorandum of Jasmine Broadband Internet Infrastructure Fund (JASIF) re: termination of or amendment to various agreements in relation to the seeking of benefits from JASIF’s infrastructure assets and other related transactions; and fixing the record date in respect of EGM no. 1/2022, dated 4 August 2022
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Information memorandum of Jasmine Broadband Internet Infrastructure Fund (JASIF) re: notifying the change of the date and agenda of extraordinary general meeting of unitholders no.1/2022, dated 12 September 2022
BBL Asset Management Company Limited (the “ Management Company ”), as management company of Jasmine Broadband Internet Infrastructure Fund ( JASIF or the Fund ), published an information memorandum referred to above on 4 August 2022 and 12 September 2022 to notify that the Fund’s electronic extraordinary general meeting of unitholders no.1/2022 (the E-EGM no. 1/2022 ) will take place on Tuesday 18 October 2022 at 13.00 and that the record date for concluding a list of unitholders entitled to attend the E- EGM no. 1/2022 is Friday 19 August 2022.
The relevant parties have requested the Management Company to change the agenda of the EGM no. 1/2565 which will take place on Tuesday 18 October 2023 by removing the original Agenda 1 which is proposed to the unitholders to consider all of the transactions and the proposal as a whole in order for the unitholders to cast the vote for each matter in the original Agenda 2 and fully participate in this vote casting. In addition, having both the original Agenda 1 and 2 might cause confusion to the unitholders and affect the vote casting of the unitholders. Therefore, the Management Company deems it appropriate to amend the agenda of the EGM no.1/2565 which will take place on Tuesday 18 October 2022 according to the details as set out below.
| Original agenda of meeting | Revised agenda of meeting | |
|---|---|---|
| Agenda | Agenda 1 To consider and approve: (i) JAS’ sale of its investment units in the Fund and its ordinary shares in TTTBB to AWN and/or any person designated by AWN, (ii) the waiver of and/or amendment to certain provisions of the Benefits Seeking Agreements, (iii) the termination of the relevant agreements, (iv) the increase in advance rental payment payable by TTTBB to the Fund, and (v) the amendment to the Fund’s scheme to the extent necessary to reflect the unitholders’ resolution, including any amendment to the |
Removed |
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(Translation)
| Original agenda of meeting Fund’s scheme which ensures the Fund’s recovery of investments in an amount not exceeding the advance rental payment payable by TTTBB to the Fund. |
Revised agenda of meeting |
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| The meeting will consider agenda 2 only if the unitholders’ meeting does not approve the agenda 1. Agenda 2 To consider and approve: (i) JAS’s sale of its investment units in the Fund and its ordinary shares in TTTBB to AWN and/or any person designated by AWN, (ii) the waiver of and/or amendment to certain provisions of the Benefits Seeking Agreements, (iii) the termination of the relevant agreements, (iv) the increase in advance rental payment payable by TTTBB to the Fund, and (v) the amendment to the Fund’s scheme to the extent necessary to comply with the resolution of unitholders on the related matters, including any amendment to the Fund’s scheme which assures the Fund’s recovery of investments in an amount not exceeding the advance rental payment payable by TTTBB to the Fund, provided each matter will be considered separately. However, the unitholders’ meeting will consider and vote on agenda 2.2 and 2.3 only after agenda 2.1 is approved. The result of agenda 2.2 and 2.3 are not conditional upon each other and not conditional on the result of agenda 2.1. Agenda 2.1: To consider and approve: (i) JAS’s sale of its investment units in the Fund and its ordinary shares in TTTBB to AWN and/or any person designated by AWN, (ii) the waiver of and/or amendment to certain provisions relating to the replacement of JAS with AWN and/or any person designated by |
Agenda 1 To consider and approve: (i) JAS’ sale of its investment units in the Fund and its ordinary shares in TTTBB to AWN and/or any person designated by AWN, (ii) the waiver of and/or amendment to certain provisions of the Benefits Seeking Agreements, (iii) the termination of the relevant agreements, (iv) the increase in advance rental payment payable by TTTBB to the Fund, and (v) the amendment to the Fund’s scheme to the extent necessary to reflect the unitholders’ resolution, including any amendment to the Fund’s scheme which ensures the Fund’s recovery of investments in an amount not exceeding the advance rental payment payable by TTTBB to the Fund However, the unitholders’ meeting will consider and vote on Agenda 1.2 and 1.3 only after Agenda 1.1 is approved. The result of Agenda 1.2 and 1.3 are not conditional upon each other and not conditional on the result of Agenda 1.1. Agenda 1.1 To consider and approve: (i) JAS’ sale of its investment units in the Fund and its ordinary shares in TTTBB to AWN and/or any person designated by AWN, (ii) the waiver of and/or amendment to certain provisions relating to the replacement of JAS with AWN and/or any person designated by AWN as the sponsor, (iii) the amendment to the non-competition provision and other matters under the Undertaking Agreement, and (iv) the amendment to the Fund’s |
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(Translation)
| Original agenda of meeting | Revised agenda of meeting |
|---|---|
| AWN as the sponsor, (iii) the amendment to the non-competition provision and other matters under the Undertaking Agreement, and (iv) the amendment to the Fund’s scheme to the extent necessary to reflect the unitholders’ resolution Agenda 2.2: To consider and approve (i) the waiver of and/or amendment to certain provisions relating to the lease and rental payment of optical fibre cables, (ii) the termination of the Rental Assurance Agreement and the Marketing Services Agreement, (iii) the addition of advance rental payment payable by TTTBB to the Fund, and (iv) the amendment to the Fund’s scheme to the extent necessary to reflect the unitholders’ resolution, including any amendment to the Fund’s scheme which ensures the Fund’s recovery of investments in an amount not exceeding the advance rental payment payable by TTTBB to the Fund Agenda 2.3 To consider and approve: (i) the waiver of and/or amendment to certain provisions relating to the Undertaking Agreement, (ii) the termination of the Escrow Account Agreement, and (iii) the amendment to the Fund’s scheme to the extent necessary to reflect the unitholders’ resolution |
scheme to the extent necessary to reflect the unitholders’ resolution Agenda 1.2 To consider and approve (i) the waiver of and/or amendment to certain provisions relating to the lease and rental payment of optical fibre cables, (ii) the termination of the Rental Assurance Agreement and the Marketing Services Agreement, (iii) the addition of advance rental payment payable by TTTBB to the Fund, and (iv) the amendment to the Fund’s scheme to the extent necessary to reflect the unitholders’ resolution, including any amendment to the Fund’s scheme which ensures the Fund’s recovery of investments in an amount not exceeding the advance rental payment payable by TTTBB to the Fund Agenda 1.3: To consider and approve: (i) the waiver of and/or amendment to certain provisions relating to the Undertaking Agreement, (ii) the termination of the Escrow Account Agreement, and (iii) the amendment to the Fund’s scheme to the extent necessary to reflect the unitholders’ resolution |
| Agenda 3 Others (if any) |
Agenda 3 Others (if any) |
The entry into the transaction by the Fund is conditional upon (a) the Fund having obtained an approval from its unitholders’ meeting and the Management Company having successfully discussed terms of the relevant agreements with all parties concerned; (b) the Fund having been granted an approval or waiver from Bangkok Bank Public Company Limited (“ BBL ”) under the Facilities Agreement between the Fund and BBL dated 19 November 2019 for the purpose of this transaction; and (c) the disposal of shares and investment units between Jasmine International Public Company Limited and/or Advanced Wireless Network Company
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(Translation)
Limited having been completed. However, if one of the aforementioned conditions is not met, the Fund will not enter into the transactions as proposed to the unitholders.
The Management Company will send written notice of meeting, together with supporting documents, to unitholders at least 14 days before the date of meeting.
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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