News Detail
Date/Time
01 Oct 2021 13:25:00
Headline
Attatch 2 Capital increase form (F53-4)
Symbol
AQ
Source
AQ
Full Detailed News
(F 53-4) (Enclosure 2)
Capital Increase Report Form
AQ Estate Public Company Limited
30 September 2021
We, AQ Corporation Public Company Limited (the "Company"), would like to report
the resolutions of the Board of Directors' Meeting No. 6/2021, held on 30
September 2021 from 2.30 p.m. to 4.00 p.m. in respect of the capital increase
and the allotment of the capital increased shares as follows:
1. Capital decrease and increase:
1.1 Capital decrease
The Board of Directors' meeting approved reduction of the registered capital
of the Company by Baht 104,343,606,929.50 from the existing registered capital
of Baht 147,006,012,651.50 to the registered capital of Baht 42,662,405,722 by
deducting 208,687,213,859 unissued shares with a par value of Baht 0.50 per
share.
1.2 The Board of Directors' meeting approved the increase the registered
capital of the Company of Baht 38,396,165,150 from the existing registered
capital of Baht 42,662,405,722 to the registered capital of Baht 81,058,570,872
by issuing 828,839,302 newly issued ordinary shares with a par value of Baht
0.50 per share, totaling 81,058,570,872 Baht
The details of the capital increase are as follows:
Type of Capital Increase Type of Shares Number of shares Par Value
(Baht/Share) Total (Baht)
? Specify the purpose of Ordinary share 42,662,405,722 0.50 21,331,202,861
utilizing proceeds - - -
? General Mandate Ordinary share 34,129,924,579 0.50 17,064,962,289
2. Allotment of the capital increased shares
2.1 Specific purpose of utilizing proceeds
A. Detail of allocation.
Allocated to Number of shares
(Not exceeding) Ratio
(Existing: new) Sale Price
(Baht per shares) Date and time of Subscription and Share payment Remark
2.1.1 To allocate for the exercise of the warrants to purchase newly issued
ordinary shares No. 5 (AQ-W5), to purchase the Company's shares. 42,662,405,722
shares The ratio of 2 existing ordinary shares to 1 unit of warrant (any
fractions resulting from the calculation based on the allocation ratio set forth
shall be rounded down) The AQ-W5 Warrants, which will be issued to existing
shareholders of the Company at no cost (zero THB), having an exercise ratio of 1
unit of warrant per 1 newly issued ordinary share at an exercise price of THB
0.028. - Please see Remark No. 1 and 2.
Remarks: 1. The Company allocate not over than 42,662,405,722 newly issued
ordinary shares for the exercise of the right to purchase newly issued ordinary
shares under the AQ-W5 Warrants, which will be issued to existing shareholders
of the Company at no cost (zero THB) in proportion to their respective
shareholdings at the ratio of 2 existing ordinary shares to 1 unit of warrant
(any fractions resulting from the calculation based on the allocation ratio set
forth shall be rounded down), with a term of up to 3 years from the issuance
date, having an exercise ratio of 1 unit of warrant per 1 newly issued ordinary
share at an exercise price of THB 0.028.
2. In addition, the Board of Directors' meeting approved to propose to the
shareholders' meeting to consider and assign to the Board of Directors have
authorized to perform any tasks related to the allocation of newly issued
ordinary shares, not limited to the following matters:
(1) Determining or modifying the terms and other details relating to the
issuance and allocation of AQ-W5 Warrants, payment methods, exercise dates and
any other relevant terms or conditions. Including the non-allocation of AQ-W5
Warrants to any shareholders if such offerings or allocation will or may result
in the Company being subject to any obligations under the law of other
jurisdictions, the subscription period and payment method, any other terms and
details relating to the foregoing matters;
(2) Entering into negotiation, agreement and execution of relevant documents and
agreements, as well as taking any actions in connection with the allocation of
such newly issued ordinary shares; and
(3) Execution of applications for permission and waiver, and necessary evidence
in connection with the allocation of such newly issued ordinary shares,
including the arrangement and submission of applications for such permission or
waiver, documents and evidence to the relevant authorities or agencies,
listening of such newly issued ordinary shares on the SET and being empowered to
take any action which is required and appropriate for the allocation of such
newly issued ordinary shares.
2.2 General Mandate basis
B. Detail of allocation.
Allocate to Type Number of shares
(share(s)) Percentage of
paid-up capital Remark
2.2.1 Existing shareholders (Right Offering) Ordinary share Not exceeding
25,597,443,434 Not exceeding 30 Please see Remark 3 and 4.
2.2.2 Specific Investors (Private Placement) Ordinary share Not exceeding
8,532,481,145 Not exceeding 10 Please see Remark 3 and 4.
Remarks 3. The Company may either entirely or partially allocate the newly
issued ordinary shares, whether in single or sequential allocation. In this
regard, the offering price for the existing shareholders (Right Offering) will
not be lower than 0.024 baht which is lower than the par value of the Company.
Due to the Company has accumulated losses in the separate financial statements
of the Company ending on June 30, 2021, which was the latest financial statement
that has been reviewed by a certified auditor. In any case the aggregate number
of newly issued ordinary shares to be allocated to the existing shareholders
(Rights Offering) and/or to the specific investors (Private Placement) shall not
to be exceeding 25,591,443,434 shares or 30 percent of the paid-up registered
capital of the Company as at the Board of Directors approval date of the
increase of registered capital under general mandate basis.
The specific investors under Private Placement basis who shall be allocated
the newly issued ordinary shares under the General Mandate basis must have at
least one of the following qualifications and shall not be the related persons
of the Company as specified in the Notification of the Capital Market
Supervisory Board No. TorChor. 21/2551 Re: Rules on Connected Transactions and
the Notification of the Board of Governors of the Stock Exchange of Thailand Re:
Disclosure of Information and Other Acts of Listed Companies Concerning the
Connected Transactions B.E. 2546:
a) Being institution investors in accordance with the definition prescribed in
the Notification of the Securities and Exchange Commission No. KorChor. 17/2551
Re: Determination of Definitions in Notifications relating to Issuance and Offer
for Sale of Securities; or
b) Being individual investors or juristic persons that have stable financial
positions and potential to invest as well as have knowledge, skill, experience
or potential that benefit or support the Company's operation.
If there is the allocation of newly issued ordinary shares to the specific
investors under Private Placement basis, the Company shall disclose the name of
such specific investors before the offering of newly issued ordinary shares.
The subscription price of the newly issued ordinary shares to be allocated to
the specific investors under Private Placement basis and General Mandate basis
shall not lower than 90 percent of the Market Price or not less than THB 0.024.
"Market Price" means the weighted average price of the Company's shares
trading in the Stock Exchange of Thailand for 7 - 15 consecutive business days
prior to the date for determination of the subscription price. The weighted
average price using in the calculation must be the daily average price of the
Company shares. In this regard, the date for determination of the subscription
price shall no earlier than 3 business day prior to the first subscription date.
4. In addition, the Board of Directors' meeting approved to propose to the
shareholders' meeting to consider and assign to the Board of Directors have
authorized to perform any tasks related to the allocation of newly issued
ordinary shares, not limited to the following matters:
(1) To consider and determine details of the allocation of newly issued ordinary
shares, such as, the subscription price. In term of offering newly issued
ordinary shares in the basis of Right Offering which will not be lower than
0.024 Baht is lower than the par value of the Company because the Company has
accumulated losses and/or offering the shares in the basis of Private Placement,
General Mandate, its price shall not lower than 90 percent of the Market Price
or not less than THB 0.024. This offering shall be one time or from
time-to-time, subscription period, share subscription, subscription payment,
other conditions and details in connection with the allocation of such newly
issued ordinary shares;
(2) Entering into negotiation, agreement and execution of relevant documents and
agreements, as well as taking any actions in connection with the allocation of
such newly issued ordinary shares; and
(3) Execution of applications for permission and waiver, and necessary evidence
in connection with the allocation of such newly issued ordinary shares,
including the arrangement and submission of applications for such permission or
waiver, documents and evidence to the relevant authorities or agencies,
listening of such newly issued ordinary shares on the SET and being empowered to
take any action which is required and appropriate for the allocation of such
newly issued ordinary shares.
3. Schedule for the Extraordinary General Meeting of Shareholders No. 1/2021 to
approve the capital increase and share allotment
Determined the date of the Extraordinary General Meeting of Shareholders No.
1/2021 on 8 November 2021 at 2.00 p.m. at AQ Square, 1 st Fl., Academy Room,
102 Rim Klnog Bang Ka Pi, Bang Ka Pi, Huai Khwang, Bangkok 10310 via electronic
means (e-EGM) pursuant to the criteria specified in the laws relating to the
meeting via electronic means and determined the date on which the recorded
shareholders are entitled to attend the Extraordinary General Meeting of
Shareholders No. 1/2021 (Record Date) on 15 October 2021.
4. Approval of the capital decrease, increase, and share allotment by relevant
governmental agency and conditions thereto
4.1 The Company will submit the application for registration of the capital
increase and paid-up capital with the Department of Business Development,
Minister of Commerce.
4.2 The Company will submit the application with the Stock Exchange of
Thailand for listing of the new ordinary shares from the increase of the
registered capital on the SET.
5. Objective of the capital increase and plans for utilizing the proceeds
received from the capital increase
5.1 To support the adjustment of rights for the AQ-W5 warrant holders who are
entitled to purchase ordinary shares of the Company.
The proceeds derived from the exercise of right to purchase the Company
ordinary shares according to the AQ-W5 warrant, the Company plans to utilize
such funds to expand the Company's business to the energy business, invest in
businesses that are related to or supporting the existing business, and the
property business which are the Company existing businesses. Currently, the
Company has many energy projects under studying to investment, in this regard,
the Company has the policy to raise funds for such projects by issuance of short
term bill of exchange and/or long term bill of exchange and/or the issuance of
debentures as approved by the shareholders' meeting of the Company and intends
to use of such funds for full efficiently. On another hand, the Board of
Directors had the opinion that in order to increase flexibility for raising
funds and increase the opportunity for full capacity of competition, the Board
of Directors deemed appropriate to propose the shareholders' meeting to consider
and approve the newly issued ordinary shares will be the appropriate financial
instrument to maximize the Company's benefit in the future. For the proposal of
the newly issued ordinary share under general mandate basis to the shareholders'
meeting to consider and approve, the Company will consider the benefit of
shareholders and the Company mainly.
6. Expected Benefits that the Company would gain from the Capital Increase
6.1 Increase in working capital for company business and the company have
funding for investment in the remaining project which generate the revenue in
the future.
6.2 Support the structure of capital and financial position for expansion
company business.
6.3 The offering of newly ordinary shares to private placement besides,
the
company will receive the investment but also the liquidity and in case of
funding in short- term loans when need urgent investment especially payment debt
on time.
7. Expected Benefits that the Shareholders would gain from the Capital
Increase
7.1 The Company has the policy to pay dividend at a rate of not less than 50
percent of its net profit after deducting the corporation tax or, as
appropriate, if no other necessity
7.2 The Warrant holders will have the status as the Company's shareholders from
the date that the Company's ordinary share registrar registered the Warrant
holders' name on the Company's share register book, and the Company has already
completed the registration of the amendment to paid-up capital with the
Department of Business Development. In the event that the Company distributes
dividend, such person then will be entitled to receive dividend as the Company's
shareholders.
8. Other details necessary for shareholders' consideration and approval of the
capital increase/allocation of newly issued shares:
8.1 The allocation of newly issued ordinary shares for the exercise to purchase
the newly issued ordinary shares under the AQ-W5 Warrants;
In the event that the AQ-W5 Warrants are fully exercised by the persons who are
not the existing shareholders of the Company, there will be dilution effect to
the shareholders as follows:
8.1.1 Price Dilution
The issuing the Warrants, there is no impact on the Company's price dilution
since the exercise price of the Warrants is 0.028 Baht per share, which is
higher than the market price traded in the SET as of the date of the Board of
Directors has resolution to propose to the Extraordinary General Meeting of
Shareholders No. 1/2021 which can be calculated by the following formula:
Price Dilution = Marker price before offering - Market price after offering
Market price before offering
Market price after offering =
(Market price x Number of paid-up shares) + (Pre-offering market price x Number
of the Warrants allocated) + (Exercise price x Number of shares issued to
accommodate the
exercise of the Warrants)
Number of paid-up shares + Number of offered shares
= 0.05 - 0.043
0.05
= 14.67 Percent
8.1.2 Control Dilution
The issuing the Warrants, because the Company issues newly issued ordinary
shares to offer to existing shareholders (Right Offering) and/or specific
investors (Private Placement) under the General mandate basis. Control dilution
will consider the impact on shareholders in case of the Company only issuance
and allocation the Warrants and the Warrants are changed from the existing
shareholders to another investor and the investors are the exercisers of the
whole amount of the Warrants. That will affect the percentage of shareholding by
33.33 percent, which can be calculated by the following formula:
Control Dilution = Number of shares issued to accommodate the exercise of the
Warrants
Number of paid-up shares + Number of shares issued to accommodate the exercise
of the Warrants
= 42,662,405,722
(85,324,811,444 + 42,662,405,722)
= 33.33 Precent
8.2 The allocation of newly issued ordinary shares offering to the existing
shareholders in proportion of shareholding (Right Offering)
8.2.1 Price Dilution
The impact on the share price in the case of the allocation of newly issued
ordinary shares offered to existing shareholders in proportion of shareholding
(Right Offering) depends on the offering price assigned to the Board of
Directors or any person designated by the Board of Directors to perform any
tasks related to the allocation of newly issued ordinary shares. Therefore, in
there is an approval from the Board of Directors meeting or the authorized
person by the Board of Directors, the Company will disclose the information
according to the relevant rules afterwards.
8.2.2 Control Dilution
In the event that all existing shareholders fully subscribe for newly issued
ordinary shares in proportion to their respective shareholdings, there will be
no control dilution effect. except
In the event that the existing shareholders do not subscribe all of the newly
issued ordinary shares for offering of all such shares in proportion to their
respective shareholdings but there are existing shareholders oversubscribing for
the newly issued ordinary shares and there are no remaining unsubscribed newly
issued ordinary shares upon the completion, there will be the control dilution
at approximately 23.08 percent which can be calculated by the following formula:
Control Dilution = Number of shares issued to accommodate the exercise of the
Warrants
Number of paid-up shares + Number of shares issued to accommodate the exercise
of the Warrants
= 25,597,443,434
(85,324,811,444 + 25,597,443,434)
= 23.08 Precent
8.3 The allocation of newly issued ordinary shares offering to specific
investors (Private Placement)
8.3.1 Price Dilution
The impact on the share price in the case of the allocation of newly issued
ordinary shares offered to specific investors (Private Placement) depends on the
offering price assigned to the Board of Directors or any person designated by
the Board of Directors to perform any tasks related to the allocation of newly
issued ordinary shares. Therefore, in there is an approval from the Board of
Directors meeting or the authorized person by the Board of Directors, the
Company will disclose the information according to the relevant rules
afterwards.
8.3.2 Control Dilution
In the event that the Board of Directors has resolution not to offer the newly
ordinary shares to specific investors (Private Placement), there will be no
control dilution effect. Except
In the event that the Board of Directors approved the allocation of the newly
issued ordinary shares offered to specific investors (Private Placement) and
there are no remaining unsubscribed newly issued ordinary shares upon the
completion, there will be the control dilution at approximately 9.09 percent
which can be calculated by the following formula:
Control Dilution = Number of shares issued to accommodate the exercise of the
Warrants
Number of paid-up shares + Number of shares issued to accommodate the exercise
of the Warrants
= 8,532,481,145
(85,324,811,444 + 8,532,481,145)
= 9.09 Precent
8.4 The allocation of newly issued ordinary shares offering for the exercise to
purchase the newly issued ordinary shares under the AQ-W5 Warrants, offering to
the existing shareholders in proportion of shareholding (Right Offering), and
offering to specific investors (Private Placement)
In the event that the Company allocate the newly issued ordinary shares
offering for the exercise to purchase the newly issued ordinary shares under the
AQ-W5 Warrants, offering to the existing shareholders in proportion of
shareholding (Right Offering), and offering to specific investors (Private
Placement) and the right will be exercised in all cases, there will be effect to
the existing shareholders as follow:
8.4.1 Price Dilution
The issuing the Warrants, there is no impact on the Company's price dilution
since the exercise price of the Warrants is 1.00 Baht per share, which is higher
than the market price traded in the SET as of the date of the Board of
Directors has resolution to propose to the Extraordinary General Meeting of
Shareholders No. 1/2021 which can be calculated by the following formula:
Price Dilution = Marker price before offering - Market price after offering
Market price before offering
Market price after offering =
(Market price x Number of paid-up shares) + (Pre-offering market price x Number
of the Warrants allocated) + (Exercise price x Number of shares issued to
accommodate the
exercise of the Warrants)
Number of paid-up shares + Number of offered shares
= 0.05 - 0.043
0.05
= 14.67 Percent
And the impact on the share price in the case of the allocation of newly issued
ordinary shares offered to existing shareholders in proportion of shareholding
(Right Offering) and/or offered to specific investors (Private Placement)
depends on the offering price assigned to the Board of Directors or any person
designated by the Board of Directors to perform any tasks related to the
allocation of newly issued ordinary shares. Therefore, in there is an approval
from the Board of Directors meeting or the authorized person by the Board of
Directors, the Company will disclose the information according to the relevant
rules afterwards.
8.4.2 Control Dilution
The issuing the Warrants, because the Company issues newly issued ordinary
shares to offer to existing shareholders (Right Offering) and/or specific
investors (Private Placement) under the General mandate basis. In the event that
all existing shareholders fully subscribe for newly issued ordinary shares in
proportion to their respective shareholdings, there will be no control dilution
effect. Control dilution will consider the impact on shareholders in the event
that the Company issuance and allocation the Warrants and the Warrants are
changed from the existing shareholders to another investor and the investors are
the exercisers of the whole amount of the Warrants, and the Board of Directors
approved the allocation of the newly issued ordinary shares offered to specific
investors (Private Placement) and there are no remaining unsubscribed newly
issued ordinary shares upon the completion, there will be the control dilution
at approximately 37.50 percent which can be calculated by the following formula:
Control Dilution = Number of shares issued to accommodate the exercise of the
Warrants
Number of paid-up shares + Number of shares issued to accommodate the exercise
of the Warrants
= 51,194,886,867
(85,324,811,444 + 51,194,886,867)
= 37.50 Percent
9. Schedule of action where the Board of Directors of the Company passes a
resolution approving the capital increase or allotment of new shares:
No. Procedures of the Capital Increase Date / Month/ Year
1 Board of Directors' Meeting No. 6/2021 30 September 2021
2 Date on which the recorded shareholders have the rights to attend the
Extraordinary General Meeting of the Shareholders No.1/2021 (Record Date) 15
October 2021
3 The Extraordinary General Meeting of the Shareholders No. 1/2021 8 November
2021
4 Register resolution to reduce registered capital Resolution, increase
registered capital, and amend the memorandum of association with the Department
of Business Development, Minister of Commerce. Within 14 days from the date of
the resolution of the shareholders' meeting
5 Register the paid-up capital with the Department of Business Development,
Minister of Commerce. Within 14 days from the payment date
6. Record Date to determine the rights of shareholders who will be offered to
subscribe for newly issued ordinary shares in the Right Offering. The period is
in accordance with the resolution of the Board of Directors' meeting or the
authorized person by the Board of Directors, the Company will disclose the
information according to the relevant rules afterwards.
7. Record Date to determine the rights of shareholders who will receive the
allocation of AQ-W5 Warrants. 22 November 2021.
The Company hereby certifies that the information contained in this report from
is true and complete in all respects.
Signed..........................................................................
......................
(Mr. Chamnarn Wangtal) (Mr. Michael Alexander William Fernandez)
Authorized Director
______________________________________________________________________
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.