17 May 2016
To whom it may concern
Wedge Holdings Co., Ltd.
Tatsuya Konoshita
Representative Managing Director& CEO(CodeCode 2388 TSE JASDAQ Market)
MarketContact: Yasuhiro Kotake
IR Representative（TELTEL 03 － 6225 － 2207）

Regarding new fund raising of Group Lease PCL.
for its business expansion in ASEAN
We would like to announce that Group Lease Public Company Limited (GL), our subsidiarycompany will issue stock warrants (W4) to every existing shareholder and also will issue
convertible debt to J Trust Asia Pte. Ltd (J Trust Asia ), a subsidiary company of J Trust Co.,
Ltd.( Listed in the second section of Tokyo Stock Exchange (Code:8508)).
(Code:8508)).
１． Current status of GL and its high investment efficiency(Reference Chart 1: Continuous high profit breaking record in 6 quarters)
quarters

Our subsidiary company, GL used to focus on only motorcycle finance business inThailand. However through the expansion into Cambodia and Laos, GL has wellestablished “GL DIGITAL FINANCE PLATFORM” the most effective distribution
network with original IT platform and POS (Point of Sales) across the countries. GL
has been breaking the highest profit consistently in current 6 quarters and havebrought
ht huge profit into our group.
As a great outcomes, GL has expanded its business not only to finance the products
but also to support the manufactures, trading houses, and dealer who wish to bringnew products into the market. Therefore, in addition to existing finance incomes, the1incomes from new finance to manufactures, trading houses and dealer and also
consulting services from them have been continuously increasing.
Now GL is in the stage of rapid expansion throughout ASEAN, steady operation inThailand, fast growing in Cambodia and Laos, official start in Indonesia in nextquarter. GL has been rapidly increasing its portfolio through multi-counties
multi counties expansion
and release of new products and service into the market.
(Reference Chart 2: effective
ive investment focusing on only portfolio)
portfolio

GL has expanded its portfolio by 40.48% (THB 2.7 billion / JPY 8.3 billion) and its
profit by 100% (THB 110 million / JPY 350 million) within recent one year
(Comparison of 1Q 2015 and 1Q 2016). On the other hand, the land and building has
increased only by 5% (THB 8 million / JPY 25 million). GL concentrate on investing
portfolio which generate profit and no other business model can afford this.
We are very sure that GL has huge opportunities to grow and invest this raised funds
into the opportunities very efficiently.
2. Result of past issued stock warrants and convertible debts(Reference Chart 3: Continuous increase of EPS)
EPS2

GL issued stock warrants to shareholders named GLW3 (W3) in December 2013, andissued convertible debtss (CD1) to J Trust Asia in 2015. By the end of last year, almost
all of W3 including exercised by our subsidiary and all CD1 had been converted intostocks. As stated above, the past raised funds went very successfully with highbusiness growth and efficient investment execution. As
As a result, in last year thenumber of stock increased from 1,085,769,632 to 1,525,385,251
1,525,385,251 which was more than
40% increase. In line with this, the profit also increased 101% compared 1Q (Jan-Mar)(Jan2015 to 1Q (Jan-Mar)
Mar) 2016.
As shown in Chart 3, Earnings per Share (EPS) has steadily and rapidly increased
regardless of increase in number of stock. We consider dilution by increase in numberof stock leadss the decrease in EPS in nature. The past capital increase showed nodilution so far but found efficient investment execution and huge profit contribution instead.
3. Objectives of fundGL have expanded its business in Singapore since 2011, Cambodia since 2012, andLaos since 2015.. In Thailand, GL acquired one of rival company and promoted new
business with experienced know-how.
know how. Indonesia operation will start this year. As acurrent situation, such new businesses bring the high growth and high profitability.
GL raise the fund inn Thailand and Laos by Thai Baht, and in Cambodia and Singapore
by US dollar. This time, GL raised fund in THB through W4 which is used as financeand M&A
A source and in THB currency region, and in USD through CD2 which is usedas finance and M&A source in USD currency region. Therefore, it will result in noforeign currency risk and less loan interest and other costs.
4. Advantage from W4 issuance(Reference Chart 4: Profit, Stock price and Market Cap transit)

3W4 assign 9 stocks per warrant to every shareholder. We, major shareholder is theparty who receive the most and can take a great opportunity to receive stocks of abooming company. Again, the past capital increase showed highly efficient investment
execution, so we expect more increase in number of holding stock and also in EPS, andbring more profit in our group.
As also shown in chart 4 that stock price of GL goes up along with rapid profit growthand increase the market cap eventually. W4 exercise price is set as THB 40 on theother hand, current market stock price is about THB 28 which is much larger.
However, we appreciate the future capability of GL and expect its market cap to growhigher. At the time of G3 issuance, the stock price was only THB 6 and the exercise
price was THB 10. Now the current price is THB 28, the appreciation rate is morethan 366%. We take “actual net asset” which includes appraisal gains as one ofimportant management index, W4 will contribute to grow our “actual net asset” infuture.
5. Advantage from CD2 issuanceCD2 will be issued to J Trust Asia who is based in Singapore and our meaningful business
partner in Indonesia and other ASEAN countries. Therefore, the objective of CD2 issuanceis to build up stronger partnership with J Trust Asia to expand business together inASEAN. We expect this strong partnership will achieve rapid expansion including M&A inIndonesia and other countries as well. The interest rate is set as 5% which is much lower
than one of loan applicable in USD at Cambodia.
Also at this CD2 issuance, convertible price is set high and the amount of issuance issmall so that raising fund will be used efficiently as business expansion sources. We
expect more increase in its net profit, in EPS, and bring more profit in our group.
We welcome this CD2 issuance in respect of contribution to our growth and increase inshareholder value.
6. Conclusion
This objectives for issuance of W4 and CD2 are following- Used for finance source to support strong expansion with new and unique businessmodel “Digital Finance”- As shown in the past, GL focus on investment into portfolio which generate profit- After past fund raising, GL achieved higher profit, higher EPS, and higher stock price- This time fund raising will reduce the cost overall- We increase our holding shares of GL stock.
We sincerely welcome these issuances in respect of contribution to our growth and increasein shareholder value.
7. Summary of stock warrants (W4) and convertible debt (CD2)① Stock warrants（１）Issue price

USD 170,000,000 （About JPY 18.7billion）（２）Allotted party

Every existing shareholder（３）Exercise period

2 years（４）Exercise price

THB 40 par stock4（５）No of share after exercise

169,487,250 stock （Plan）（６）Objectives

Business expansion in ASEAN（Refer to Above for details）② Convertible debt
（１）Issue price

USD 130,000,000 （About JPY 14.3 billion）（２）Interest

5％（３）Redemption period

5 years（４）Convertible price

THB 40 par stock（５）No of share after conversion

130,000,000 stock （Plan）（６）Shareholding ratio afterconversion（７）Objectives

13.82％（Plan）
Business expansion in ASEAN（Refer to Above for details）

8. Summary of allotted parties
The convertible debt (JPY 3,541 million) was previously allotted by J Trust Asia on 22ndMay 2015. J Trust Asia already converted its debt into stock and now is a shareholder ofGL with 6.43% share. The fund has been used for business expansion in ASEAN.
J Trust Asia is a business partner of joint venture “PT GL Finance Indonesia” which is
now waiting business license in Indonesia.
（１）Summary of J Trust Asia
①Corporate name

J TRUST ASIA PTE.LTD②Head office location

Republic of Singapore③Representative

Nobuyoshi Fujisawa
Managing Director, CEO④Business

Investment
Management support of investments⑤Capital fundSGD 200 million⑥Date of foundation

7 October 2013

⑦Major shareholder
and shareholding ratio

J Trust Co., Ltd.

（２）Summary of J Trust Co., Ltd.
①Corporate name

100％

J Trust Co., Ltd.

②Head office location

1-7-12 Toranomon, Minato-Ku, Tokyo③Representative

Nobuyoshi Fujisawa

5President & Chief Executive Officer④BusinessHolding company⑤Capital fund

JPY 53,592 Million （As of 31 Dec）

⑥Date of foundation

18 March 1977

⑦Major shareholder
and shareholding ratio

Nobuyoshi Fujisawa 25.30％

9. Dates
Date of BOD resolution for execution ofunderwriting contract
Execution date of underwriting contract
for convertible debt

17 May 2016
31 May 2016 (Plan)

10. Future plan
GL had executed fund raising through capital increase and other means of fund raising whennecessary and GL have been growing its business with more profit and more EPS and alsoachieved more contribution on our consolidated profit and increase in “actual net asset”. We
consider GL DIGITAL FINANCE PLATFORM can be used with unlimited products throughout
ASEAN and the returns from its business model become much more than this fund raising. We
will increase shareholder value through expansion of DIGITAL FINANCE business.
Our current capital gain from holding GL stock is JPY 38.5 billion, and actual net asset is JPY
66.2 billion, we are on right track to the mid-term target and still more to achieve.
We would like to ask for continuous supports in the years to come as we will put more
effort into our works.
End6