Translation CSL-CP 30/2018 June 20, 2018 Subject Amendment to the Opinion of the Company on

117 Pages·2017·1.24 MB·English

by  Krisaporn Kunchan

Translation

CSL-CP 30/2018

June 20, 2018

Subject Amendment to the Opinion of the Company on the Tender Offer of CS LoxInfo Public
Company Limited (Form 250-2)

To The President
Stock Exchange of Thailand

Enclosed 1. Amendment to the Opinion of the Company on the Tender Offer (Form 250-2)
2. Amendment to the Opinion of the Independent Financial Advisor on the Tender Offer
of CS LoxInfo Public Company Limited

CS LoxInfo Public Company Limited (the “Company”) would like to inform you that on 20 June 2018,
the Company has disclosed the Amendment to the Opinion of the Company on the Tender Offer of
CS LoxInfo Public Company Limited (Form 250-2) to the Office of the Securities and Exchange
Commission, the Stock Exchange of Thailand, the details of which are set out in Enclosure.

Please be informed accordingly.

Yours faithfully,

-Signed-
Mrs. Wanida Yusamart
Acting Chief Finance Officer
CS LoxInfo Plc.

Compliance-CSL
Tel: [phone] Ext. 2049, 5162
- Translation -

CSL 601/2018
June 20, 2018

Subject Amendment to the Opinion of the Company on the Tender Offer for CS LoxInfo Public
Company Limited (Form 250-2)
Attention Secretary General of the Securities and Exchange Commission
Managing Director of the Stock Exchange of Thailand
Directors and Shareholders of CS LoxInfo Public Company Limited
Attachment Amendment to the Opinion of the Company on the Tender Offer of CS LoxInfo Public
Company Limited (Form 250-2)

As CS LoxInfo Public Company Limited (“the Company”) has submitted the Opinion of the Company
on the Tender Offer for CS LoxInfo Public Company Limited (Form 250-2) and the Opinion of the Independent
Financial Advisor on the Tender Offer of the Company to the Office of the Securities and Exchange
Commission on 24 May 2018.
CS LoxInfo Public Company Limited would like to submit the Amendment to the Tender Offer for the
Securities of the Business as attached herewith.

Yours Faithfully,
CS LoxInfo Public Company Limited

___________-Signed-____________ ___________-Signed-____________
(Mr. Anant Kaewruamvongs) (Mr. Hui Weng Cheong)
Director Director
Opinion of the Company (Form 250-2) CS Loxinfo Public Company Limited
Opinion of the Company on the Tender Offer (Amendment)
Additional information is presented in red underline text, while elimination is presented in strikethrough text
The English Translation of the Opinions of the Company on the Tender Offer (Amendment) 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 on the Tender Offer (Amendment) is the definitive and official document
and shall prevail in all aspects in the even of any inconsistency with this translation.
1. Amend the information under clause 1.4.2 Expected list of the Company Board of Directors after the Tender
Offer Page 6
Original:
1.4.2 Expected list of the Company Board of Directors after the Tender Offer
After the completion of the Tender Offer, the Tender Offeror may change the directors of the Board of
Directors as appropriate such as in the case where the directors resign or terms come into the end or the
Tender Offeror may nominate its representatives to hold director positions in the Board of Directors in
accordance with its pro-rata shareholding, by taking into consideration of various factors for the benefits of the
Business. Additionally, any changes to the Board of Directors shall be done in consideration with the
appropriateness and in compliance with relevant regulations including the Business’s policy, the article of
association of the Business, the meeting of the Board of Directors of the Business, and/or the meeting of the
shareholders of the Business.
Amended to:
1.4.2 Expected list of the Company Board of Directors after the Tender Offer
After the completion of the Tender Offer, the Tender Offeror may change the directors of the Board of
Directors as appropriate such as in the case where the directors resign or terms come into the end, or the
Tender Offeror may nominate its representatives to hold director positions in the Board of Directors in
accordance with its pro-rata shareholding, by taking into consideration of various factors for the benefits of the
Business, or may consider changing the qualification criteria, number, or the structure of the Board of Directors
to reflect the change in the Business’ status to a non-listed company on the SET. The Business is no longer
obliged to meet its requirement as a listed company on the SET, including the obligation on the Board of
Directors’ structure requiring at least one-third of its directors to be independent directors or at least 3
independent directors and requiring at least 3 audit commitee in accordance with Rules of the Stock Exchange
of Thailand Re Listing of Ordinary Shares or Preferred Shares as Listed Securities, B.E.2558 etc.
After the termination of the Business’s status as a listed company on the SET, the Tender Offeror may
consider the appropriateness and the possibility of decreasing the Business’s number of directors to be in the
Page 1
Opinion of the Company (Form 250-2) CS Loxinfo Public Company Limited
number of not less than the requirement under the Public Limited Company Act B.E. 2535 (as amended), which
states that Public Limited Company’s Board of Directors should consist of at least 5 directors and that not less
than half thereof shall reside within Thailand.
With this regards, the Tender Offeror shall by take into consideration of various factors for the benefits
of the Business and shall proceed as deemed appropriate. Additionally, any changes to the Board of Directors
shall be done in compliance with relevant regulations including the Business’s policy, the article of association
of the Business, the meeting of the Board of Directors of the Business, and/or the meeting of the shareholders
of the Business.
2. Amend the information under clause 1.5.2 Expected Shareholding Structure after the Tender Offer Page 7
Original:
1.5.2 Expected Shareholding Structure after the Tender Offer
In the case that all shareholders sell all their shares to the Offeror
Percent Comparing To
Number of Total Paid-Up Total Voting
Name of Shareholders
Shares Shares of the Rights of the
Company Company
Advanced Wireless Network Company Limited 594,514,769 100.00 100.00
Total 594,514,769 100.00 100.00
Amended to:
1.5.2 Expected Shareholding Structure after the Tender Offer
In the case that all shareholders sell all their shares to the Offeror
Percent Comparing To
Number of Total Paid-Up Total Voting
Name of Shareholders
Shares Shares of the Rights of the
Company Company
Advanced Wireless Network Company Limited 594,514,769 100.00 100.00
Total 594,514,769 100.00 100.00

Page 2
Opinion of the Company (Form 250-2) CS Loxinfo Public Company Limited

Shareholding Structure of the Tender Offeror is as follows:
MOF/1
100.00%
TEMASEK/1
49.81%
SingTel/1
100.00%
100.00% 100.00%
SAI/2
SSI/2 SGI/3
21.00%
INTUCH
40.45%
23.32%
ADVANC
99.99%
AWN
100.00%
CSL

Remark: /1Singapore Telecommunications Ltd. (“SingTel”) is listed company in Singapore Exchange. Temasek Holding (Private) Limited
(“TEMASEK”) holds 49.81 percent in SingTel. The Ministry of Finance of Singapore holds 100 percent in TEMASEK (Source:

Annual Report 2560 of SingTel andwww.singtel.com and www.temasek.com.sg)
/2Singtel Asian Investment Pte Ltd (“SAI”) holds 100 percent in Singtel Strategic Investment Pte Ltd (SSI). Singtel Asian Investment
Pte Ltd SingTel holds 100 percent in SAI (ที่มา: Accounting and Corporate Regulatory Aurthority (ARCA), Singapore as of 31
December 2017 and Annual Report 2560 of ADVANC)
/3Singtel Global Investment Pte. Ltd. (“SGI”) is indirect subsidiaries of Singapore Telecommunications Ltd. (“SingTel”) (Source:
Annual Report 2560 of INTUCH)
3. Amend the information under clause 1.6 Summary of Financial Positions and Operating Performance Page 8
Original:
Analysis of Operating Performance and Financial Position of the Company
In 2017, the Company had revenue in a total amount of Baht 2,823 million, a decreased of 95 million
or 3 percent, and had net profit from operation of Baht 305 million or Baht 0.51 per share, roughly equivalent
Page 3
Opinion of the Company (Form 250-2) CS Loxinfo Public Company Limited
to the same period from last year. This resulted from the restructuring of YellowPages Business by
discontinuing print media and focusing only online media since April 2017. In parallel with an intense
competition in telecom industry, the growth of ICT Business that cannot compensate the decrease of Voice
and Info Services and Mobile Content Business.
The consolidated profit for 1Q2018 was Baht 81 million or Baht 0.14 per share, an increase of Baht
11 million or 16 percent from the same quarter last year. This was due to lower marketing expenses (normally,
CSL will spends more marketing expenses in the fourth quarter of each year for boots it sales and maintains
current customers’ base).
However, when comparing to the same period of last year, the consolidated profit for this quarter had
slightly decreased from the same period of last year. This resulted from discontinuing print media segment
and focus only online and digital since Aprill 17. By the way, ICT Business had continued to grow.
Sales and Services Revenue
The Company had sales and service revenue for 2017 in an amount of Baht 2,798 million, and had
sales and service revenue for 1Q2018 in an amount of Baht 684 million. The main revenue of the Company
consists of 1) ICT service revenue 2) revenue from advertising business via YellowPages and 3) revenue from
the Voice & Mobile Content Business with the following details:
1) Revenue from ICT service
Revenue from the ICT service for 2017 was in an amount of Baht 2,379 million and for 1Q2018
was Baht 606 million, a decrease Baht 8 million or 1 percent from previous quarter. The details are as follows:
2016 2017 4Q2017 1Q2018
Revenue from ICT service
(Baht Million) (Baht Million) (Baht Million) (Baht Million)
Internet Connection through Leased Line 1,381 1,364 339 333
Internet Data Center: IDC 290 326 86 86
ICT Solution 511 578 157 153
High-Speed Internet (Broadband) 59 93 29 31
Other Additional Services 45 18 3 3
Total 2,286 2,379 614 606
2) Revenue from Advertising Business via YellowPages
Revenue from the advertising business via YellowPages for 2017 was in an amount of Baht 107
million and for 1Q2018 was Baht 13 million, an increase of Baht 2 million or 18 percent against previous quarter
(Baht 11 million). This resulted from growth of online services, which affected from the discontinuing in print
media segment and focus only online and digital services since 2Q2017, by using the database on
www.yellowpages.co.th

Page 4
Opinion of the Company (Form 250-2) CS Loxinfo Public Company Limited
3) Revenue from Voice & Mobile Content Business
Revenue from the Voice & Mobile Content Business for 2017 was in an amount of Baht 301 million
and for 1Q2018 was Baht 65 million, decreased Baht 2 million or 3 percent from the previous quarter (Baht 67
million). This resulted from customers’ behavior and technology changed.
Cost of Sales and Services
In 2017, the Company had a cost of sales and services in a total amount of Baht 1,739 million and for
Costs for sales and services for 1Q2018 was Baht 427 million, a decrease of Baht 14 million or 3 percent from
previous quarter (Baht 441 million). The details are given below:
1) Cost of ICT Service
A cost of ICT service in 2017 was in an amount of Baht 1,506 million and for 1Q2018 was Baht
377 million, a decrease of Baht 15 million or 4 percent from previous quarter (Baht 392 million). This was mainly
due to a decreased in cost of ICT services and an efficient in network cost management.
2) Cost of Advertising Business via YellowPages
A cost of advertising media business via YellowPages in 2017 was in an amount of Baht 33 million
and for 1Q2018 was Baht 3 million, a decrease of Baht 1 million or 25 percent from previous quarter (Baht 4
million). This resulted from the business restructuring to focus only on online media segment.
3) Cost of Voice Info Services & Mobile Content
A cost of Voice Info Services & Mobile Content for 2017 was in an amount of Baht 225 million and
for 1Q2018 was Baht 47 million, an increase of Baht 2 million or 4 percent from previous quarter (Baht 45
million). This was resulted from an increase of development cost of new applications.
Selling and Administrative Expenses
The Company had selling and administrative expenses in 2017 for an amount of Baht 673 and for
1Q2018 was Baht 158 million, a decrease of Baht 7 million or 4 percent from previous quarter (Baht 165 million).
The details are as follows:
1) Selling and administrative expenses in relation to ICT service
In 2017, selling and administrative expenses in relation to ICT service was in an amount of Baht
544 million and for 1Q2018 was Baht 137 million, a decrease of Baht 5 million or 4 percent from previous
quarter (Baht 142 million). This was due to lower marketing expenses.

2) Selling and administrative expenses in relation to advertising business via YellowPages
Page 5
Opinion of the Company (Form 250-2) CS Loxinfo Public Company Limited
In 2017, selling and administrative expenses in relation to advertising business via YellowPages
was in an amount of Baht 95 million and for 1Q2018 was Baht 12 million, a decrease of Baht 2 million or 14
percent from previous quarter (Baht 14 million). This resulted from the business restructuring to focus only on
online media segment.
3) Selling and administrative expenses in relation to Voice Info Services & Mobile Content
In 2017, selling and administrative expenses in relation to Voice Info Services & Mobile Content
was in an amount of Baht 34 million and for 1Q2018 was Baht 9 million, roughly equivalent to the that in previous
quarter.
Asset
As at 31 December, 2017, CSL had total assets of Baht 1,839 million, a decrease of Baht 59 million
or 3 percent from the end of 2016. This was due to the following:
• Cash and cash equivalents decreased Baht 90 million or 21 percent over the end of last year.
This mainly resulted come dividend payment and loan from financial institution repayment.
• Trade accounts receivable, accrued income and other receivables - net decreased Baht 47
million or 10 percent from the end of last year. This was due to TMC had discontinued print media
segment since 2Q2017 and a decrease of revenue from Voice Info Services&Mobile Content
Business.
• Property, plant and equipment increased Baht 61 million. This resulted from an expansion of ICT
Business investment.
As at 31 March 2018, CSL had total assets of Baht 1,682 million, a decreased of Baht 157 million or 9
percent from the end of 2017. This was due to the following:
• Cash and cash equivalents decreased Baht 150 million or 45 percent over the end of last year.
This mainly resulted come loan from financial institution repayment.
• Trade accounts receivable, accrued income and other receivables – net increased Baht 38 million
or 9 percent from the end of last year. This was mainly resulted from the invoice for ICT Solution
project sales at the end of last year, which had been completed/ delivered to customers in this
quarter.
• Other current assets decreased Baht 22 million or 42 percent. This was mainly resulted from work
in process of ICT Solution project sales at the end of last year had been completed and delivered
to customers.
Page 6
Opinion of the Company (Form 250-2) CS Loxinfo Public Company Limited
• Property, plant and equipment decreased Baht 14 million. This was mainly come from annually
depreciation of plant and equipment.
• Other non-current assets decreased Baht 9 million from the end of last year. This mainly resulted
from the amortization intangible assets (software) and deferred tax assets of YellowPages
Business.
Liabilities
As of 31 December, 2017, CSL had total liabilities of Baht 1,047 million, a decrease of Baht 138 million
or 12 percent from last year. This was due to the following:
• Unearned income and advance receipts decreased by Baht 49 million or 29 percent because of
the restructuring of YellowPages Business to focus on online media since 2Q2017.
• Loans from financial institutions decreased Baht 60 million from repayment during the period.
• Decrease of deferred income and advances for an amount of Baht 15 million or 8 percent due
to a decreased sales volume of the YellowPages in 2016 and an acknowledgement of the
revenue on the advertisement on YellowPages. (The Company has delivered the YellowPages
and invoiced for such service since May 2016 and recognized the similar amount of income
every month according to the lifetime of the YellowPages (12 months).
• Decrease of long-term loans from financial institutions from a due debt payment during the
period for an amount of Baht 60 million.
• Other non-current liabilities decreased Baht 33 million or 16 percent. This resulted from the
adjustment of Employee benefit obligations which was resulted from an revisal of principal
actuarial assumptions, according to TAS 19 “Employee Benefits”
As of 31 March 2018, CSL had total liabilities of Baht 809 million, a decrease of Baht 238 million or 23
percent as compared to the end of last year. This was due to the following:
• Short term loans from financial institutions decreased – net Baht 200 million from repayment
during the period.
• Trade and other accounts payable decreased Baht 58 million or 14 percent from A/P internet
equipment of ICT Business.
• Unearned income and advance receipts increased Baht 14 million or 11 percent from ICT
Business.
Shareholders' Equity
Page 7
Opinion of the Company (Form 250-2) CS Loxinfo Public Company Limited
As of 31 December 2017, CSL had total equity of Baht 792 million, an increase of Baht 79 million or
11 percent from the end of last year. This was due to the following:
• Profit from operations for 2017 of Baht 325 million or Baht 0.55 per share
• Dividend payments totaling Baht 262 million, which consisted of:
- 2HF2016 dividend payment of Baht 131 million (0.22 Baht per share), and
- 1HF2017 dividend payment of Baht 131 million (0.22 Baht per share)
• Defined benefit plan actuarial gain according to TAS 19 “Employee Benefits” of Baht 15 million
As of 31 March 2018, CSL had total equity of Baht 873 million, an increase of Baht 81 million or 8
percent from net profit for three-months ending 31 March 2018.
Cash Flow Statement
CSL had cash flow from operations for 2017 of Baht 443 million, a decrease of Baht 18 million or 4
percent from the same period last year, which stood at Baht 461 million. This was due to the decline of
YellowPages Business, Voice Info Services and the Mobile Content Business. Furthermore, CSL had cash flow
from investments for 2017 of Baht 223 million, which mostly for normal CAPEX for ICT Business and an
expanding in Internet Data Center Service and Broadband for Condominium Service.
Net cash flow provided by operating activities for 1Q/2018 was Baht 86 million and the net cash flow
used in investing activities was Baht 32 million, which mostly for normal CAPEX of ICT Business. Net cash flow
used in financing activities for 1Q/2018 was Baht 203 million. This was mainly come from repayment short-term
loan. As at 31 March 2018, CSL had ending cash of Baht 180 million in consolidated financial statements and
of Baht 95 million in Separated financial statements, respectively.
Amended to:
Analysis of Operating Performance and Financial Position of the Company
In 2017, the Company had revenue in a total amount of Baht 2,823 million, a decreased of 95 million
or 3 percent, and had net profit from operation of Baht 305 million or Baht 0.51 per share, roughly equivalent
to the same period from last year. This resulted from the restructuring of YellowPages Business by
discontinuing print media and focusing only online media since April 2017. In parallel with an intense
competition in telecom industry, the growth of ICT Business that cannot compensate the decrease of Voice
and Info Services and Mobile Content Business.
The consolidated profit for 1Q2018 was Baht 81 million or Baht 0.14 per share, an increase of Baht
11 million or 16 percent from the same quarter last year. This was due to lower marketing expenses (normally,
CSL will spends more marketing expenses in the fourth quarter of each year for boots it sales and maintains
current customers’ base).
Page 8