What is JASIF
Jasmine Broadband Internet Infrastructure Fund
Optical Fiber Cable (OFC): Infrastructure for Telecommunication System
Jasmine Broadband Internet Infrastructure Fund ("JASIF") will invest in OFCs developed and managed by Triple T Broadband PLC ("TTTBB"), a subsidiary company of Jasmine International PLC ("JAS").
The OFC network is an important part of the telecommunication network, which is capable of delivering triple-play services on demand (i.e., the provision of broadband Internet, VoIP and IPTV over a single broadband connection) and plays an important role in the economic and social development of Thailand.
The connection between JASIF and JAS
JAS is the Sponsor of JASIF and a major shareholder of TTTBB, the owner of the OFCs that will be transferred to JASIF. The period after the completion of the Acquisition of JAS Fiber Optic Asset Transaction Will agree not to transfer investment units which will result in the proportion of total investment units of JAS being lower than specified as follows:
|Period of time after the acquisition of Additional Assets is completed||Minimum unitholding percentages after the capital increase*|
|1st Year - 6th Year||19%|
|7th Year – the expiration of the Amended and Restated Main Lease Agreement||15%**|
|After the expiration of the Amended and Restated Main Lease Agreement||0%|
* Units held by JAS and are restricted from selling can be given as a security for a credit facility from a financial institution(s) and such financial institution(s) is eligible to enforce such security. Therefore, in case where financial institution (s) enforces such security, it may cause JAS’s unitholding to be below the percentage set out in the table above.
** JAS’s unitholding set out in the table may be reduced to 0% if the Fund has repaid all the debts to the lender in full.
Details of Asset
Optical Fiber Cables (OFCs) amount of 1,680,500 core kilometers which the Fund purchased from Triple T Broadband Public Company Limited (“TTTBB”). The assets consist of:
- Initial OFCs amount 980,500 core kilometers which were purchased since 1st investment and
- Additional OFCs amount 700,000 core kilometers which were purchased from additional investment no.1.
Set out below are the details of the OFCs leased under the Amended and Restated Main Lease Agreement and The Amended and Restated Rental Assurance Agreement :
|Number of the Leased Initial Optical Fiber Cables and Additional Optical Fiber Cables||Lease period||Rental rate|
|The Amended and Restated Main Lease Agreement||
||Approximately 12 years and 2 months from the Closing Date for the Additional Assets (which will expire on 29 January 2032)1||THB 433.21 per core kilometer per month until December 31, 2019 and will be increased each year in line with the change in Thailand CPI announced by the Ministry of Commerce with a cap of no more than 3% (but no less than 0%) per annum each year.|
|The Amended and Restated Rental Assurance Agreement||
||THB 764.48 per core kilometer per month until December 31, 2019 and will be increased each year in line with the change in Thailand CPI announced by the Ministry of Commerce with a cap of no more than 3% (but no less than 0%) per annum each|
1. The Fund has an option to extend the term of the Amended and Restated Main Lease Agreement (in relation to the Initial Optical Fiber Cables and the Additional Optical Fiber Cables) for another ten (10) years from the expiry date (i.e. 29 January 2032), if TTTBB’s service income from broadband internet (FTTX and xDSL) in 2030 is no less than THB 40,000,000,000 and all relevant licenses held by TTTBB are renewed and all approvals necessary for the extension of the term of the Amended and Restated Main Lease Agreement have been obtained. The rental fee for such extended 10-year period will start at THB 433.21 per core kilometer per month which is equivalent to the rental fee pursuant to the Amended and Restated Main Lease Agreement for 2019 (VAT excluded) and will be reviewed once a year on 1 January according to the consumer price index (CPI) published by the Ministry of Commerce; however, the fee will increase by no more than 3% (but no less than 0%) per annum.