14 Nov 2019 22:07:00
Resolutions of the Board of Directors' Meeting Re: Issuance and Offering of the Convertible Debentures by way of Private Placement to an Institutional Investor and Schedule for the EGM No. 1/2019
Schedule of Shareholders' meeting Subject : Schedule of Extra-General Meeting of Shareholders Date of Board resolution : 14-Nov-2019 Shareholder's meeting date : 17-Dec-2019 Beginning time of meeting (h:mm) : 14 : 00 Record date for the right to attend the : 28-Nov-2019 meeting Ex-meeting date : 27-Nov-2019 Significant agenda item : - The issuance of convertible securities - To acknowledge the immaterial change of purpose of the use of the proceeds from the Initial Public Offering (IPO) by way of averaging the proceeds between the purposes as disclosed in the prospectus and the change in timing of the utilization To consider and approve the issuance and offering of the convertible debentures of the Company to no more than 10 specific investors within 4-month period which is considered as an institutional investor To consider and approve the increase of the Company's registered capital To consider and approve the amendment to Clause 4 of the Memorandum of Association of the Company to be in line with the increase of the Company's registered capital To consider and approve the allocation of newly issued ordinary shares of the Company in order to reserve for the conversion of the convertible debentures of the Company To consider and approve the amendment to Company's Articles of Association Venue of the meeting : Bangkoknoi 1 Room, 3rd Floor, Royal City Hotel 798,800 Borommarat Chachonnani Road, Bang Bamru Subdistrict, Bang Phlat District, Bangkok 10700 ______________________________________________________________________ Issued Convertible Securities Subject : Issued convertible securities Date of Board resolution : 14-Nov-2019 Type of allocated securities : Convertible debentures Allocate to : Private placement (PP) Person(s) receiving allotment(s) : North Haven Thai Private Equity L.P.(NHTPE) Reserved shares for the exercise of : Common shares convertible debentures Number of additional shares (shares) : 150,000,000 Description of convertible debentures Conversion price (baht per share) : 8.00 Term of convertible debentures : 5 Years from the issuance date of the Convertible Debentures Remark : - Total principal amount of Convertible Debentures is not exceeding THB 1,200,000,000. - Conversion ratio is the principle amount of the Convertible Debentures divided by the conversion price - Name of Convertible Debentures will be later disclosed. - Offering date will be later disclosed. ______________________________________________________________________ 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.