08 Apr 2022 17:17:00
Cancel of the agenda for the allocation of newly issued ordinary shares issued and offered to the existing shareholders in proportion without allocating to shareholders to make them have duties under foreign law (PPO) because the meeting disapprove
Schedule of Shareholders' meeting Subject : Schedule of Extra-General Meeting of Shareholders Date of Board resolution : 28-Feb-2022 Shareholder's meeting date : 07-Apr-2022 Beginning time of meeting (h:mm) : 14 : 00 Record date for the right to attend the : 15-Mar-2022 meeting Ex-meeting date : 14-Mar-2022 Significant agenda item : - Capital increase - The issuance of convertible securities - Change of par value Venue of the meeting : Arrange live broadcast at from the meeting room of the Company's headquarter, All Inspire Development PCL, No.4345 Bhiraj Tower at BITEC 18 Floors, Sukhumvit Road, South Bang Na Sub-District, Bang na District, Bangkok 10260 Remark : By conducting the meeting though electronic device (E-AGM) in accordance with criteria specified in the laws on electronic meeting and arrange live broadcast ______________________________________________________________________ Increasing Capital Subject : Specifying the purpose of utilizing proceeds Date of Board resolution : 28-Feb-2022 Number of additional common shares : 1,731,758,503 (shares) Total of additional shares (shares) : 1,731,758,503 Par value (baht per share) : 0.50 Type of allocated securities : Common shares Allocated to : Reserved shares for the right adjustment of convertible securities Number of allotted shares (shares) : 28,000,000 Allocated to : Reserved shares for the exercise of convertible securities Number of allotted shares (shares) : 360,494,059 Remark (Update) : - Amount of capital increase shares 1,731,758,503 shares, consisting of 1) new shares allocated to ordinary shareholders without allocating to shareholders that would be obligated under foreign law (PPO) 1,343,264,444 shares 2) capital increase shares to support the adjustment of rights of convertible securities 28,000,000 shares and 3) shares increase capital to support the exercise of rights of securities Convertible 360,494,059 shares - In this regard, the Company would like to cancel the agenda for the capital increase allocated to the existing shareholders in proportion to their shareholding. without allocating to shareholders that would make the company have duties under foreign law (PPO) amounting to 1,343,264,444 shares in an allocation ratio of 1 existing ordinary share to 1 newly issued ordinary share at the offering price of 0.50 baht per share and cancel the date to determine the names of shareholders who are entitled to receive the allotment of newly issued ordinary shares in proportion to their shareholding (Record Date) on April 21, 2022 due to the Extraordinary General Meeting of shareholders which was held on April 7, 2022, resolved to disapprove the said agenda. ______________________________________________________________________ Changing the Par Value Subject : Splitting the par value Date of Board resolution : 28-Feb-2022 Old par value (baht per share) : 1.00 New par value (baht per share) : 0.50 ______________________________________________________________________ Issued Convertible Securities Subject : Issued convertible securities Date of Board resolution : 28-Feb-2022 Type of allocated securities : Convertible debentures Allocate to : Private placement (PP) Person(s) receiving allotment(s) : Advance Opportunities Fund ("AO Fund") Advance Opportunities Fund 1 ("AO Fund 1") Reserved shares for the exercise of : Common shares convertible debentures Number of additional shares (shares) : 360,494,059 Description of convertible debentures Name of convertible debentures : Senior Unsecured Convertible Debentures ("Convertible Debentures") Term of convertible debentures : 3 Years Remark : The company issues and offers convertible debentures. Value not more than 840 million baht Conditions of the Issuance of Convertible Debentures : Number of allotted convertible debentures, The price and exercise ratio will be informed via SET later. The Company will gradually issue the Convertible Debentures by tranche, each tranche, respectively. In each issuance of the tranche of Convertible Debentures, the Company will gradually issue each set in each tranche according to the Company's financial needs. The issuance of convertible debentures is subject to the completion of the conditions precedent which are: Permission from the Securities and Exchange Commission and other relevant agencies, including the terms and conditions of the Convertible Debentures. However, the timeframe of the conversion is within 1 year after shareholder's meeting approved the issuance. If the Company did not issue all the Convertible Debentures within 1 year, the Company may request a resolution of the shareholders' meeting to issue the unissued convertible debentures according to the Company's financial needs. ______________________________________________________________________ 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.