21 May 2020 18:43:00
Notification on the resolutions of the BOD approving no additional dividend payment, the issuance of bonds, the increase of capital, the issuance and the allocation of the newly-issued shares to PP under the general mandate, and 2020 AGM.
Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 21-May-2020 Shareholder's meeting date : 08-Jul-2020 Beginning time of meeting (h:mm) : 13 : 30 Record date for the right to attend the : 04-Jun-2020 meeting Ex-meeting date : 02-Jun-2020 Significant agenda item : - Omitted dividend payment - Capital increase - The issuance of debentures Venue of the meeting : Magic 2 Meeting Room, 2nd Floor, Miracle Grand Convention Hotel, 99 Kamphaeng Phet 6 Rd, Talat Bang Khen, Lak Si, Bangkok 10210 ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Omitted dividend payment Date of Board resolution : 21-May-2020 Omitted dividend payment from : Operating period from 01-Jan-2019 to 31-Dec-2019 Remark : Omitted additional dividend payment due to be changed to be the interim dividend payment instead. ______________________________________________________________________ Increasing Capital Subject : Issuance of Additional Shares Under a General Mandate Date of Board resolution : 21-May-2020 Number of additional common shares : 95,000,000 (shares) Total of additional shares (shares) : 95,000,000 Par value (baht per share) : 0.25 Type of allocated securities : Common shares Allocated to : Private placement Number of allotted shares (shares) : 95,000,000 % of Paid-Up capital as of capital : 9.90 increase BOD resolution date ______________________________________________________________________ Increasing Capital Subject : Specifying the purpose of utilizing proceeds Date of Board resolution : 21-May-2020 Number of additional common shares : 12,200,000 (shares) Total of additional shares (shares) : 12,200,000 Par value (baht per share) : 0.25 Type of allocated securities : Common shares Allocated to : Reserved shares for the right adjustment of convertible securities Number of allotted shares (shares) : 12,200,000 Remark : 1. The shares to accommodate the right adjustment not exceeding 12,000,000 shares because the Company has issued and offered the newly issued shares for Private Placement by the method of General Mandate not exceeding 95,000,000 shares. The company is not able to calculate the adjustment ratio of Warrants ECF-W3, since in calculating the price and ratio of new exercise of rights, it shall be calculated from the market price of ordinary shares of the Company which is equivalent to the weighted average price per share of all ordinary shares of the Company which means the value of sell and purchase of ordinary shares divided by the number of ordinary shares of the Company that were traded in the SET during consecutively 7 business days of the SET before the date of calculation, which the Company is currently not able to calculate. The Company shall be able to calculate the price and ratio of exercise of rights on first day that the ordinary share purchaser shall not be entitled to subscribe the newly issued ordinary shares; in other words, the first date of offering the newly issued ordinary shares under the Private Placement basis, which shall be informed by the Company in the SET system later on. 2) The shares to accommodate the right adjustment not exceeding 200,000 shares Right adjustment as a result of dividend payment in the amount of money exceeding 80 percent of net profit after income tax subject by the Company The Annual General Meeting of Shareholders for the year 2019, held on 22 April 2019 resolved to approve the dividend payment in the ratio of Baht 0.030227 per share which is equivalent to the dividend payment rate of 85.91 percent of net profit after income tax subject by the Company for the performance in the accounting period for the year 2018. The Company had already proceeded to notify the adjustments of the exercise price and the exercise ratio of ECF-W3 according to the Terms and Conditions as follows: Exercise price: Baht 5.00 per new ordinary share is adjusted to Baht 4.9958 per new ordinary share. Exercise ratio: 1 unit of warrant entitled to purchase 1 ordinary share is adjusted to 1 unit of warrant entitled to purchase 1.0008 ordinary share. ("Right Adjustment in relation to Dividend Payment") Due to Right Adjustment in relation to Dividend Payment, the Company is required to allocate the newly issued shares to accommodate the right adjustment of ECF-W3 in the number of not higher than 200,000 shares. ______________________________________________________________________ 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.