Opinion of the Independent Financial Advisor and the Independent Directors Re

76 Pages·2017·2.56 MB·English

Translation

CSL-CP 15/2018

March 2, 2018

Subject: Opinion of the Independent Financial Advisor and the Independent Directors Regarding the
Voluntary Delisting of the Securities of the Company

To: The President
The Stock Exchange of Thailand

Enclosure 1. The Opinion of the Independent Financial Advisor regarding the Voluntary Delisting of the
Securities from the Stock Exchange of Thailand of CS LoxInfo Public Company Limited
2.The Independent Director’s Opinion concerning the Voluntary Delisting of the Securities
from being Listed Securities on the Stock Exchange of Thailand

Reference is made to the resolution of the Board of Directors’ meeting of CS LoxInfo Public Company
Limited (the Company) No. 3/2018 held on February 6, 2018 as deemed appropriate by the independent
directors, the appointment of I V Global Securities Public Company Limited as the independent financial
advisor to perform the duties on providing opinions and clarification to the shareholders in support of the
consideration on the delisting of the Company’s securities from being the listed securities on the Stock
Exchange.
The Independent Financial Advisor has now completed the Opinion of the Independent Financial Advisor
regarding the voluntary delisting of the Company’s securities from being listed securities on the Stock
Exchange as set out in Enclosure 1 herewith.
In this regard, the Company’s Independent Directors, after having been informed the opinion of the
Independent Financial Advisor and duly considered the report, have opined on the delisting of the
Company’s shares as set out in Enclosure 2 herewith.

Please be informed accordingly.

Yours faithfully,

-Signed-
Mrs. Wanida Yusamart
Acting Chief Finance Officer
CS LoxInfo Public Company Limited

Compliance-CSL
Tel: [phone] Ext. 2049, 5162
Enclosure 1
-TRANSLATED VERSION-
Opinion of the Independent Financial Advisor
Regarding the Voluntary Delisting of Securities
from the Stock Exchange of Thailand
of

CS Loxinfo Public Company Limited

Proposed to Shareholders of
CS Loxinfo Public Company Limited
Prepared by

I V Global Securities Public Company Limited
28 February 2018

The English Translation of the Opinions of the Company has been prepared solely for the convenience of foreign shareholder
of CS Loxinfo Public Company Limited
and should not be relied upon as the definitive and official document.
The Thai language version of the Opinion of the Company is the definitive and official document and shall prevail in all
aspects in the even of any inconsistency with this translation

Table of Content
Glossary Page

Part 1 Background and Details of Delisting from the Stock Exchange of Thailand 7
1.1 Facts and Reasons for Delisting 7
1.2 Information Summary of CS Loxinfo Public Company Limited 8

The Opinion of Independent Financial Advisor about the Appropriateness of

Part 2 Voluntary Delisting of the Shares of the Company 9
2.1 Reasons for Delisting 9
2.2 Condition Precedent for Delisting 10
2.3 The impact on the Company and Minority Shareholders after Delisting of 12
Ordinary Shares of the Company

Part 3 The Opinion of Independent Financial Advisor on the Tender Offer Price 17
3.1 The appropriateness of Tender Offer Price 17
(1) Book Value Approach 18
(2) Adjusted Book Value Approach 18
(3) Volume Weighted Average Price Approach 20
(4) Market Comparable Approach 22
(5) Discounted Cash Flow to Equity Approach 27
3.2 Summary of The appropriateness of Tender Offer Price 42

Part 4 Conclusion of Opinion of Independent Financial Advisor 47

Appendix A Information Summary of CS Loxinfo Public Company limited
Appendix B Summary of the Asset Appraisal Report by the Independent Asset Appraiser
GLOSSARY
Abbreviation Meaning
“Company” or “Business” or “CSL” CS Loxinfo Public Company Limited
Form 10-6 Form of Report on Delisting of Shares
“Opinion Report of the Independent Financial Advisor” or Opinion Report of the Independent Financial Advisor to provide opinion to
“Opinion Report” the shareholders of the Company on the Tender Offer
Tender Offeror Advanced Wireless Network Company Limited
“Independent Financial Advisor” or “IVG” I V Global Securities Public Company Limited
SEC The Securities and Exchange Commission
SET The Stock Exchange of Thailand
Independent Property Appraiser Landmark Consultant Company Limited
Regulation of SET The regulation of the Stock Exchange of Thailand Re: Delisting of Securities,
1999
Regulation of SET: Listing The regulation of the Stock Exchange of Thailand Re: The Repeal of the
Provisions in relation to Listing of Ordinary Shares or Preferred Shares as Listed
Securities B.E. 2558 (2015)
“Notification on Acquisition of Securities for Business Takeover” Notification of the Capital Market Supervisory Board No. TorJor 12/2554 Re:
Rules on Acquisition of Securities for Business Takeover (as amened) dated
13 May 2011
ThorJor. 44/2556 Notification of the Capital Market Supervisory Board No. ThorJor.
44/2556
Letter of Intention Letter of Intention with respect to the making of a tender offer for the entire
securities of the Company for delisting the securities of the Company from
the Stock Exchange of Thailand
ADVANC Advanced Info Service Public Company Limited
AWN Advanced Wireless Network Company Limited
INTUCH Intouch Holdings Public Company Limited
Singtel Singapore Telecommunication Limited
THCOM Thaicom Public Company Limited
TMC Teleinfo Media Public Company Limited
ADV AD Venture Public Company Limited
DTV DTV Service Company Limited
DCF Discounted Cash Flow
Enterprise Value (EV) A measure of a company’s total value
Equity Value Value of a company available to owners or shareholders
EV/EBITDA Enterprise Value to Earning before interest tax and depreciation
Free Cash Flow to Firm (FCFF) The residual cash available to pay investors
P/BV Price to Book Value Ratio
P/E Price to Equity Ratio
Sensitivity Analysis Technique used to determine how different values of an independent
variable impact a particular dependent variable under given assumption
Terminal Value Value of expected cash flow beyond the explicit forecast horizon
WACC Weight Average Cost of Capital
Opinion of Independent Financial Advisor regarding Voluntary Delisting of Securities CS Loxinfo Public Company Limited
Ref: IB 21/2561
February 28, 2018

Re: Opinion of the Independent Financial Advisor regarding a Voluntary Delisting of Securities from the
Stock Exchange of Thailand

To: The Board of Directors and Shareholders of
CS Loxinfo Public Company Limited

Attachment: A. Business Overview and Operating Result of CS Loxinfo Public Company Limited
B. Summary of the Appraisal of Properties of Independent Property Appraiser

References:
1. Letter of Intent regarding tender offer for delisting the securities of CS Loxinfo Public Company
Limited from the Stock Exchange of Thailand, dated February 5, 2018
2. Resolution of the Board of Directors meeting No. 3/2018 held on 6 February 2018 of CS Loxinfo
Public Company Limited
3. Financial statement of CS Loxinfo Public Company Limited audited or reviewed by the auditor for
the year ended 31 December 2014 – 2017
4. Annual Report and Annual Disclosure (Form 56-1) of CS Loxinfo Public Company Limited for the
year 2016
5. Report of Property Appraisal by Landmark Consultant Company Limited dated 11 October 2017
6. Related documents and agreements
7. Information from an interview of the executive and officer of the Company
8. Relevant information and documents from CS Loxinfo Public Company Limited and its subsidiary

Disclaimers:
1. The result of the study by I V Global Securities Public Company Limited (“Independent Financial
Advisor” or “IFA”) in this report (or the “IFA Report”) is based on the information and assumptions
provided by the executive of CS Loxinfo Public Company Limited, and the information disclosed to the
public through the website of the Securities and Exchange Commission of Thailand (the “SEC”)
(www.sec.or.th), the Stock Exchange of Thailand (the “SET”) (www.set.or.th), and Business Online
Public Company Limited (www.bol.co.th).
2. The opinion of the IFA in this report is based on the assumptions that all the information and
documents received are accurate and complete, and reflects the operating environment and most up-
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Opinion of Independent Financial Advisor regarding Voluntary Delisting of Securities CS Loxinfo Public Company Limited
to-date information at the time of issuance of this report. However, there may be any incident having
material impact on the Company’s business operations and plans, as well as decision of the
shareholders. The Independent Financial Advisor expresses its opinion under the current
circumstance. If there is a significant change in the circumstance or any information, the result of the
study may be affected.
3. The IFA shall not be responsible for the profits or the losses and any impacts resulting from this
transaction.
4. In rendering its opinion in this report, the IFA has considered the reasonableness of conditions of the
transaction as well as other related factors thoroughly and rationally in accordance with the
professional judgments.

According to the event that CS Loxinfo Public Company Limited ("CSL" or the "Company") has received
the Letter of Intention dated 5 February 2018 from Advanced Wireless Network Co., Ltd. ("AWN" or the "Offeror"),
a subsidiary company of Advanced Info service Public Company limited ("ADVANC") held by 99.99 percent, and
a major shareholder of the Company by holding 476,196,534 shares or equivalent to 80.10 percent of total issued
and paid-up shares of the Company, AWN has declared its intention to make a tender offer for the entire
securities of the Company of 118,318,235 shares or equivalent to 19.90 percent of the total issued and paid-up
shares of the Company for the delisting of the securities of the Company from the Stock Exchange of Thailand
(the “SET”). Due to the fact that the Company has no need to raise capital via the SET and in case that the
Company desires to raise the capital in the future, the Company will be able to find a source of funds by securing
debt financing from the financial institutions, as well as, the Company will be able to obtain additional financial
support from AWN. Other reasons to delist the Company's securities from being listed in the SET, including to
reduce expenses and fees associated with maintaining the status of a listed company in the SET, and to reduce
burdens and obligations of the Company in compliance with the relevant law and regulations.
In addition, the Company may have risk of not meeting the qualifications as required to maintain the
status of a listed company in accordance with the regulation of the SET Re: Listing of Ordinary Shares or
Preferred Shares as listed Securities B.E. 2558 (and its amendments), Clause 6, maintaining the status of a listed
company in the SET, which requires the listed company to maintain not less than 150 minority shareholders,
whose shares in aggregate shall not be less than 15 percent of total issued and paid-up shares of the listed
company (the “Criteria”). For a list of shareholders of the Company whose names appeared on the shareholder
register as at 26 January 2018, the Company had minority shareholders holding shares in aggregate of
approximately 19.90 percent of total issued and paid-up shares of the Company. The number of shares held by
the minority shareholders of the Company at present is relatively low, nearly equivalent to the minimum
requirements of the Criteria which requires the minority shareholders to hold shares in aggregate of not less than
15 percent of total issued and paid-up shares of the Company. As a result, the securities of the Company may not
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Opinion of Independent Financial Advisor regarding Voluntary Delisting of Securities CS Loxinfo Public Company Limited
be able to maintain the status as a listed company. In addition, AWN, a major shareholder of the Company, has
an intention to acquire additional shares of the Company in the future. Therefore, the Company has risk of not
being able to meet the requirements of the SET in regard to maintaining the status as a listed company according
to the regulations of the SET.
According to the aforementioned reasons, the meeting of the Board of Directors No. 3/2018 held on 6
February 2018 has resolved to propose to the shareholders’ meeting for approval the voluntary delisting of the
Company’s securities from being the listed securities in the SET. Advanced Wireless Network Co., Ltd., the major
shareholder of the Company, will be the Offeror who makes a tender offer for the entire securities of the Company
for the delisting.
In obtaining an approval of the delisting of the securities from the shareholders’s meeting of the
Company, the transaction must be approved by the shareholders’ votes of not less than three - fourths of total
issued and paid-up shares of the Company and there must not be shareholders who oppose the transaction of
more than 10 percent of total issued and paid-up shares of the Company. Independent Directors of the Company
had appointed I V Global Securities Public Company Limited as the independent financial advisor (the "IFA" or
"I V Global") to provide an opinion to the shareholders of the Company regarding the delisting of the securities of
the Company from being the listed company in the SET.
Shareholders of the Company should carefully study the details of the disclosure of information related to
the transaction at this time, the opinion of the Independent Directors, report of the IFA’s opinion, along with the
documents attached to an invitation letter of the Annual General Meeting of Shareholders No. 1/2018 for
consideration of the delisting of the Company's securities from being the listed securities in the SET.
In providing an opinion to the minority shareholders, the IFA has considered the appropriateness of the
price. Reasons that support the decision of shareholders to consider and approve the delisting of the Company's
securities from being the listed securities in the SET could be summarized as follows;

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Opinion of Independent Financial Advisor regarding Voluntary Delisting of Securities CS Loxinfo Public Company Limited

Executive Summary
According to the event that CS Loxinfo Public Company Limited ("CSL" or the "Company") has received
the Letter of Intention dated 5 February 2018 from Advanced Wireless Network Co., Ltd. ("AWN" or the "Offeror"),
a subsidiary company of Advanced Info service Public Company limited ("ADVANC") held by 99.99 percent, and a
major shareholder of the Company by holding 476,196,534 shares or equivalent to 80.10 percent of total issued
and paid-up shares of the Company, AWN has declared its intention to make a tender offer for the entire securities
of the Company and for the delisting of the securities of the Company from the Stock Exchange of Thailand (the
“SET”).
According to the aforementioned reasons, the meeting of the Board of Directors No. 3/2018 held on 6
February 2018 has resolved to propose to the shareholders’ meeting for approval the voluntary delisting of the
Company’s securities from being the listed securities in the SET. Advanced Wireless Network Co., Ltd., the major
shareholder of the Company, will be the Offeror who makes a tender offer for the entire securities of the Company
for the delisting at the price of THB 7.80 per share. Independent Financial Advisor is of opinion that voluntary
delisting of the Company from Stock Exchange of Thailand is appropriate and tender offer price of THB 7.80 per
share is appropriate. The reasons supporting for delisting are as follows:
1. First of all, the Company has no need to raise capital via the SET as shown by the Company’s
historical performance; the Company managed liquidity in the business operation by borrowing
money from financial institutions to be used as working capital over the past year. Moreover, the
Company has financial support from AWN, the major shareholder of the Company, and the
channel of ADVANC to raise capital via the SET. Secondly, there is a risk that the Company may
ineligible for meeting the qualifications as required to maintain the status of a listed company in
accordance with the regulation of the SET; that is, if the minority shareholders of the Company
sell additional shares to AWN until AWN has a shareholding in the Company of more than 85
percent of total issued and paid-up shares of the Company, the Company will be immediately
unqualified to maintain the status of a listed company in the SET regarding the distribution of
shares in accordance with the regulation of the SET in a topic of listing of securities. Thirdly, the
company is able to reduce expenses associated with maintaining the status of a listed company
in the SET, reduce burdens and obligations of the Company in compliance with the relevant law
and regulations, resulting on more flexibility, ease, resilient in administration and management
2. For the part of tender offer price, IFA views that the appropriate valuation method of CSL is
Discounted Cash Flow Approach, which results in fair value of THB 6.56 per share according to
base case scenario. Such mentioned fair value is THB 1.24 per share lower than tender offer
price of THB 7.80, or accounted to 15.90% of tender offer price. Moreover, the IFA has
conducted sensitivity analysis to absorb major factors that influences fair value, resulting in price
range of THB 5.76 – 7.56 per share, which is THB 0.24 – 2.04 per share lower than tender offer
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