August 2, 2016 (Release update) Completion of Subscribing Convertible Bond issued by Group Lease PCL

August 2, 2016

Company Name: JTRUST ASIA PTE.LTD.
Representative: Nobuyoshi Fujisawa, Managing Director, CEO
Contact: Shigeyoshi Asano, Director
Telephone: +65-6225-6938




(Release update)
Completion of Subscribing Convertible Bond issued by Group Lease PCL

With regard to the completion of subscribing a convertible bond issued by Group Lease PCL (release update), J Trust Co., Ltd., the parent of JTRUST ASIA PTE. LTD., published a press release. Please refer to the attachment.

August 2, 2016

Company Name: J Trust Co., Ltd.
(Listed on Second Section of the Tokyo Stock Exchange, code 8508)
Representative: Nobuyoshi Fujisawa, President & CEO
Contact: Taiji Hitachi, Director and Executive Officer
Telephone: +81(3) 4330-9100




(Release update)
Completion of Subscribing Convertible Bond issued by Group Lease PCL

JTRUST ASIA PTE. LTD. (hereinafter, “JTA”), a subsidiary of J Trust Co., Ltd., proposed to sign an agreement on subscribing a convertible bond of Group Lease PCL (the Kingdom of Thailand; Chairman & CEO, Mitsuji Konoshita; listed on the Stock Exchange of Thailand; ticker code: GL; hereinafter “GL”), as announced in our news release “Underwriting of Convertible Bond issued by Group Lease PCL” dated May 13, 2016, and entered into the agreement on June 6, 2016.

J Trust hereby announces that, following the approval by the Stock Exchange of Thailand on July 27, 2016, the bond subscription was completed on August 1, 2016, as described below.

1.Overview of convertible bond

ⅰ. Issue price: USD 130,000,000
(About 13.5 billion yen, 1 USD = 104.42 yen)
ⅱ. Issue value: USD 130,000,000
(About 13.5 billion yen, 1 USD = 104.42 yen)
ⅲ. Interest rate: 5%
ⅳ. Maturity: 5 years
ⅴ. Conversion price: 40 Baht per share
(119.60 yen, 1 Baht = 2.99 yen)
ⅵ. Number of shares after full conversion: 213,150,000 shares
ⅶ. Shareholding ratio after full conversion: 12.99%

(Note) Updates of yen amounts
Yen amounts are updated using the foreign exchange rate as of July 31, 2016. For reference, the original news release (dated May 13, 2016) indicated “Issue price” and “Issue value” of 14.3 million yen each and “Conversion price” of 125.20 yen based on the followings rates: “1 USD = 110 yen” and 1 Baht = 3.13 yen”.

2.Future outlook

J Trust Group (hereinafter, “JTG”) has a favorable relationship with GL as a strategic partner, aiming to drive the growth of leasing and consumer finance businesses in Indonesian and other ASEAN markets using the Digital Finance Platform* of GL. To create a strong business partnership in hire-purchase financing in Indonesia, JTG and GL decided to set up a multi-finance company called PT Group Lease Finance Indonesia (hereinafter, “GLFI”) to provide hire-purchase financing for Indonesian consumers with high growth potential. Besides, PT Bank JTrust Indonesia Tbk. (hereinafter, “Bank JTrust Indonesia”), our subsidiary, provides financing for GLFI, which will contribute to an increase in the high-quality loan balance at the bank and JTG expects better earnings accordingly.

* Digital Finance Platform is a creative and innovative financing model established by GL, featuring IT technology adopted throughout sales bases called Point of Sales (POS).

Our consolidated results would be affected in the form of interest income estimated at about 800 million yen. Since GL has expanded its business steadily in Thailand, Cambodia, Laos, etc., GL’s share price rose from 18.48 Baht (as of January 4, 2016) to 43.00 Baht (as of July 29, 2016), which has already exceeded the conversion price. GL plans to expand its business in other areas of Asia, such as Indonesia, to grow their global business. If GL’s share price continues to perform well, we could expect an increase in valuation gains in the convertible bond under IFRS, an accounting standard adopted by JTA locally, and the stock conversion could also have an influence on our results.

We will give notice immediately, however, if any influence on our results is confirmed.

-End-

(Reference)

Overview of GL

(1) Trade name Group Lease PCL
(2) Headquarters Kingdom of Thailand
(3) Representative Mitsuji Konoshita
(4) Business Hire-purchase financing business of motorcycle and agricultural equipment
(5) Capital 1,539.17 million Baht (as of the end of December 2015)
(approximately 4.81 billion yen, 1 Baht = 3.13 yen)
(6) Date of establishment May 6, 1986
(7) Principal shareholder and shareholdings (as of the end of December 2015) Engine Holdings Asia Pte.Ltd. 28.2%
A.P.F. Holdings Co.,Ltd. 11.1%
Thai NVDR Co.,Ltd. 13.9%
SIX SIS LTD. 13.0%
Mr. Suthipong Vesparut 3.8%
(8) Relationship with J Trust Capital relationship J Trust Asia holds 6.43% of GL’s common shares, following the exercise of the right to convert GL's convertible bond into shares on Dec. 30, 2015.
Personal relationship None
Trading relationship None
Relevant circumstances for related parties None
(9) Operating performance and financial position for the past 3 years*(unit: million yen)
December 2013 December 2014 December 2015
Net assets 7,077 7,867 23,729
Total assets 17,204 22,761 33,694
Operating revenue 4,605 5,829 7,789
Net income 752 368 1,824

*1 Baht = 3.13 yen

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