26 Oct 2018 20:42:00
Capital Increase/ Acquisition and Disposal of Assets/ Connected Transactions/Appointment of a Director and Audit Committee/ and Schedule of the Extraordinary General Meeting of Shareholders No. 1/2561 (Amended with Enclosures attached)
Tender Offer Subject : Tender offer Listed company subject to tender offer : ADAMAS INCORPORATION PUBLIC COMPANY LIMITED (ADAM) Offeror : Mr. Supachoke Panchasarp Tender offer : Not for delisting Remark : After completion of the entire business transfer of Asset Five Holding Company Limited, Asset Five Holding Company Limited shall be dissolved to comply with the tax waiver condition of the Revenue Code and the liquidation of assets will be made to the shareholders of Asset Five Holding Company Limited. As a result, Mr. Supachoke Panchasarp will acquire 516,972,765 shares or equivalent to 46.04 percent of total voting rights of the Company. Therefore, Mr. Supachoke is obliged to submit a tender offer for all securities of the Company. ______________________________________________________________________ Increasing Capital Subject : Specifying the purpose of utilizing proceeds Date of Board resolution : 22-Oct-2018 Number of additional common shares : 752,836,413 (shares) Total of additional shares (shares) : 752,836,413 Par value (baht per share) : 1.00 Type of allocated securities : Common shares Allocated to : Private placement Person(s) receiving allotment(s) : 1. Mr. Supachoke Panchasarp 2. Mrs. Kwaisun Panchasarp 3. Mr. Jaturong Thanapura 4. Mr. Yongkiat Sirivajanangkun 5. Mr.Kitipong Puranitee 6. Mr. Putinan Pattarapaibulkij 7. Mr. Seri Ojarasporn 8. Mr. Sarot Assvapornchai 9. Mr.Terdsak Choedchuamphai Number of allotted shares (shares) : 752,836,413 % of Paid Up Capital after capital : 67.04 increase Total shares allocated to Private : 752,836,413 Placement (Shares) Remark (New) : - Offering of newly issued ordinary shares at the offering price not less than the market price at the offering date. The market price shall be determined based on value appraised by the certified financial advisor and no less than 1.00 Baht per share. - The Board of Directors (excluding the director with vested interests) will fix Subscription date and Payment date later ______________________________________________________________________ Schedule of Shareholders' meeting Subject : Schedule of Extra-General Meeting of Shareholders Date of Board resolution : 22-Oct-2018 Shareholder's meeting date : 18-Dec-2018 Beginning time of meeting (h:mm) : 09 : 00 Record date for the right to attend the : 19-Nov-2018 meeting Ex-meeting date : 16-Nov-2018 Significant agenda item : - Capital increase - Acquisition and disposition of assets - Connected transaction - To consider and acknowledge cancellation of amendment to the Articles of Association of the Company To consider and approve the amendment of the Company's objectives and the amendment to Clause 3 Re: the Company's objectives in the memorandum of association To consider and approve that the Company would execute material content differently from content stated on Mr. Kriangkrai Siravanichkan's Tender Offer regarding plan to sell shares of the Company Venue of the meeting : Ascott I&II Room, G Floor, Ascott Sathorn Bangkok Hotel, No. 7 South Sathorn Road, Yannawa Sub-district, Sathorn District, Bangkok ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand has no responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement.