Clarification on Incorrect Statement and Misleading Information on J-Trust Disclosure

27 Feb 2018

We refer to the disclosure on “Acknowledgement for the Current Situation on Group Lease PCL (continuous Disclosure)” made on February 21 and February 23, 2018. The Disclosure were incorrect, false and misleading.

GL would like to clarify the following

Situations in Thailand:

  • JTRUST claims that JTA filed a civil complaint to claim compensation for the damages against GL, relevant directors of GL and Mr. Mitsuji Konoshita, and that all the claims have been successfully served.

    The fact is that the Civil Complaint against GL will not trial by Thai Court anytime soon because immediately after JTA filed this Civil Complaint, it filed a rehabilitation petition against GL which, according to Thai Bankruptcy Law, all pending civil claims against GL will have to be suspended until the it reaches to the outcomes as stipulated by Bankruptcy Act occurs.

    Therefore, JTRUST and JTA knowingly and intentionally misleads all its stakeholders as well as the Japanese securities exchange that its Civil Complaint can be pursued. JTRUST and JTA knew at the time of filing of the Civil Complaint that this case will not be heard by the Court until the rehabilitation case it filed against GL is dismissed and/or decided.

    JTRUST knowingly and intentionally omit to report and disclose to its stakeholders and Japanese securities exchange that if, for any reason whatsoever, the rehabilitation is dismissed, the legality of JTA’s termination of Investment Agreement will be subject to trial and it normally takes 3-5 years before the Civil Court will decide on this case and during such time, GL will have no obligation to pay any interest nor to redeem or repay the Convertible Debentures.

  • JTRUST and JTA states in its Disclosure that “Pursuant to the provision of the Bankruptcy Act in Thailand, GL shall not make any disposal, distribution or transfer, grant a lease, make repayment of debt, create debts or perform any action having the effect of creating any encumbrance over GL’s property except that it is an action necessary for the continuance of normal operation of their business.”

    JTRUST knowingly and intentionally omit to report to its stakeholders and Japanese Securities Exchange that the Thai Central Bankruptcy Court has, on February 16, 2018, permission to GL to continue making interest payments to its debenture or bond holders; i.e. Thai Baht Bonds and Creations Convertible Bonds. Therefore, GL shall continue its business operations as normal without any risk of default payment with all its other creditors.

    JTRUST made further untrue and false statement in its Disclosure that “However, GL has not made any payment to JTA in line with the investment agreement on the convertible debentures or by any means”. The fact is that (i) GL has made all payments under the convertible debentures to JTA when it was due, (ii) JTA has unlawfully terminated the investment agreement and the convertible debentures, thus, GL is not able to make any payment that still arguable in the court which initiated by JTA, and (iii) GL will continue to make payments under terms of the bonds and convertible debentures as approved by the Thai Bankruptcy Court except to JTA until there is final court decision on the unlawfully terminated CDs which GL believe would be from 3-5 years from now.

  • JTRUST and JTA made further untrue and misleading statement to all of its stakeholders and the Japanese securities exchange that “JTA filed a criminal complaint with the Department of Special Investigation (DSI) and the Economic Crime Suppression Division (ECD) against GL, Mr. Mitsuji Konoshita and relevant person”, but knowingly and intentionally omit to report the following facts:

(i) the DSI already notified JTA that it does not have jurisdiction over the complaint made by JTA because the alleged offense were committed outside the Kingdom, and

(ii) JTA, as a foreign citizen, has no legal rights to file criminal claims from offences committed outside Thailand against a non-Thai subject.

GL is considering whether to take criminal action against JTRUST and / or JTA including its directors in Thailand on false filing, perjury as well as other criminal and civil offence (including the violation of the Thai Foreign Business Act and the SEC regulations on tender offer).