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BOD Meeting No.5/22:Convertible Debentures,Newly Issued Shares by General Mandate,Decrease,Increase of Registered Capital,Newly Issued Ordinary Shares to Specific Investors, Amendment objectives and Setting EGM No.1/22(Edit PDF&Template)

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No. CHO 44/2022

July 6, 2022

Subject Notification of the Board of Directors’ Meeting No. 5/ 2 0 2 2 Resolution regarding the Issuance and Offering of the Company’s Convertible Debentures to Specific Investors, the Issuance and Offering of Newly Issued Shares by General Mandate to Existing Shareholders Based on Their Shareholdings, Entering into an Asset Acquisition, the Decrease Registered Capital, the Increase of Registered Capital, the Issuance and Offering of Newly Issued Ordinary Shares to Specific Investors (Private Placement), Amendment of the Company’s objectives and Setting the Date for the Extraordinary General Meeting of Shareholders No. 1/2022 (Edit PDF & Template)

BOD Meeting No. 5/22 :Convertible Debentures to Specific Investors,Newly Issued Shares by General Mandate,Decrease, Increase of Registered Capital, Newly Issued Ordinary Shares to Specific Investors, Amendment objectives and Setting EGM No. 1/2022

To

Directors and Managers

Stock Exchange of Thailand

Attachment

1. Information Memorandum regarding the Asset Acquisition of Cho Thavee Public Company Limited

  1. Summary of Important Terms and Conditions of the Convertible Debentures of Cho Thavee Public Company Limited
  2. Capital Increase Report Form (F53-4)
  3. Information Memorandum regarding the Private Placement of the Newly Issued Ordinary Shares

Cho Thavee Public Company Limited (“Company“) hereby report the resolutions of the Board of Directors’ Meeting No. 5/2 0 2 2 held on July 4, 2022, with significant matters, which must be reported via the Stock Exchange, summarized as follows:

1. Approved the acquisition of all shares in Siam Medican Company Limited (“SIAM“) in the amount of 1,500,000 shares, at a par value of THB 1 0 0 each, at the price of THB 100 per share, equivalent to 4 0 % of SIAM’s registered capital (prior to the acquisition of such shares, SIAM will increase the registered capital of to at least THB 3 7 5 ,0 0 0 ,0 0 0 ) from Mr. Pudit Buranapin, ( the ” Seller“) , who is not a connected person with the total transaction value at THB 1 50 ,0 0 0 ,0 0 0 , this investment is an investment at the par value of SIAM (“SIAM Ordinary Shares“). The Company will pay the price for the SIAM’s Ordinary Shares by (1) cash in the amount of THB 50,000,000 and (2) the newly issued ordinary shares of the Company that are allocated to the specific person (Private Placement) to the Seller, instead of settlement in cash, totaling THB 100,000,000 by setting the offering price of newly issued shares not less than 90% of the weighted average price of the Company’s shares for the past 7-15 consecutive business days prior to the date the Company determines the offering price, which is the reference price, as of the Board of Directors’ Meeting No. 5/2022 convened on July 4, 2022, of THB 0.5664 per share. Therefore, the Company will allocate the newly issued ordinary shares to pay for the purchase of SIAM’s Ordinary Shares not exceeding the amount of 176,548,645 shares. However, since the

บริษัท ช ทวีจ ำกัด(มหำชน)

ส ำนักงำนใหญ่และโรงงำน:Email : info@cho.co.th

265 หมู่ที่4 ถนนกลางเมือง ต าบลเมืองเก่า อ าเภอเมืองขอนแก่น จังหวัดขอนแก่น40000 โทรศัพท์: 043 043 888 (Auto) , 043 043 880-890 โทรสาร : 043043 899

  • ำนักงำนกรุงเทพฯ:Email : ctvbkk@cho.co.th

96/25 ถนนวิภาวดีรังสิต ตลาดบางเขน เขตหลักสี่ กรุงเทพมหานคร10210

โทร. 0-2973-4382,0-2973-4383,0-2973-4384 โทรสาร. 0-2973-4385www.cho.co.th

CHO THAVEE PUBLIC COMPANY LIMITED

Factory and Head Office :Email : info@cho.co.th

265 Moo 4 Klangmuang Road,Muangkao, Muangkhonkaen, Khonkaen 40000 THAILAND. Tel. :+66 43 043 888 (Auto), +66 43 043 880-890 Fax.: +66 43 043 899

Bangkok Branch Office :Email : ctvbkk@cho.co.th

96/25 Vibhavadi-rangsit Road, Taladbangkhen, Laksi, Bangkok 10210

Tel. +66 2973-4382,+66-2973-4383, +66 2973-4384 Fax. +66 2973-4385www.cho.co.th

Company has not yet determined the offering price of such newly issued shares by assigning the Board of Directors and/or the Chief Executive Officer to determine the offering price which must not be lower than 90% of the market price of the Company’s ordinary shares. The market price of the Company’s ordinary shares is determined to equal to the weighted average price of the Company’s shares for at least 7 consecutive business days, but not exceeding 15 consecutive business days prior to the date of setting the offering price, whereby the weight average price of the sale of share at each day. However, the date of setting the offering price of shares must not be later than 3 business days prior to the first day of offering to investors, which will occur after the shareholders’ meeting has resolved to approve the Company’s offering of newly issued shares to private placement. Therefore, there may be cases where the number of newly issued ordinary shares of the Company allocated for offering to the Seller as stated above is insufficient, in which, if such a case occurs, authorizes the Board of Directors and/or Chief Executive Officer to have the authority to consider the payment of the remaining SIAM’s shares as additional cash and/or propose to the shareholders’ meeting to consider and approve the increase of registered capital and the allocation of newly issued ordinary shares to be offered to investors for additional compensation for the acquisition of SIAM’s shares. And if there are remaining shares from the aforementioned operation, the Company will propose to the shareholders’ meeting to consider and approve the decrease of registered capital and write off the unsold shares. After entering into this transaction, the Company will be SIAM’s shareholder by holding 40% of SIAM’s registered capital.

This transaction is considered as an acquisition of assets under the Notification of the Capital Market Supervisory Board No. Tor Chor. 2 0 / 2 5 5 1 , Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets, 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 Acquisition and Disposition of Assets, 2 0 0 4 ( as amended) (the “Notifications on Asset Acquisition and Disposal“). The highest transaction size calculated based on the specification in the Notifications on Asset Acquisition and Disposal is 11.00%, referenced from the consolidated financial statements for the first quarter ended on March 3 1 , 2 0 2 2 which was reviewed by the Certified Public Accountant. However, the Company has no asset acquisition transactions occurred during in the past 6 months therefore, the transaction size is less than 15% , therefore, the Company is not obliged to proceed according to the Notifications on Asset Acquisition and Disposal. However, since the acquisition of such assets is a significant investment in the business, it has been proposed to the Board of Directors’ meeting for the approval prior to the acquisition and disclosure of the transaction information to the Stock Exchange.

In this regard, the Seller does not have any relationship with any executives, directors, major shareholders, and controlling person of the Company, also the Seller is not a related person (according to section 2 5 8 of the Securities and Exchange Act B.E. 2535 (as amended) and is not a person who has a relationship or behavior which is considered as a joint act with such person (concert party) of such person. Therefore, entering to this transaction will not be considered as a connected transaction pursuant to the Notification of the Capital Market Supervisory Board No. Tor Chor. 2 1 /2 5 5 1 Re: Rules on Connected Transactions and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure and Other Acts of Listed Companies on Connected Transactions, B.E. 2546 ( as amended) (the “Notifications on Connected Transaction“) and the Seller will not assign any person to take a position as director and/or executive of the Company.

In this regard, the Board of Directors deems it appropriate to propose to the shareholders’ meeting to consider and approve the authorization of the Chief Executive Officer and/or the person assigned by the Chief Executive Officer to undertake relevant and necessary acts for the purchase of SIAM’s Ordinary Shares as necessary and appropriate under the relevant laws and has the power to take any action in connection with this acquisition of

บริษัท ช ทวีจ ำกัด(มหำชน)

ส ำนักงำนใหญ่และโรงงำน:Email : info@cho.co.th

265 หมู่ที่4 ถนนกลางเมือง ต าบลเมืองเก่า อ าเภอเมืองขอนแก่น จังหวัดขอนแก่น40000 โทรศัพท์: 043 043 888 (Auto) , 043 043 880-890 โทรสาร : 043043 899

  • ำนักงำนกรุงเทพฯ:Email : ctvbkk@cho.co.th

96/25 ถนนวิภาวดีรังสิต ตลาดบางเขน เขตหลักสี่ กรุงเทพมหานคร10210

โทร. 0-2973-4382,0-2973-4383,0-2973-4384 โทรสาร. 0-2973-4385www.cho.co.th

CHO THAVEE PUBLIC COMPANY LIMITED

Factory and Head Office :Email : info@cho.co.th

265 Moo 4 Klangmuang Road,Muangkao, Muangkhonkaen, Khonkaen 40000 THAILAND. Tel. :+66 43 043 888 (Auto), +66 43 043 880-890 Fax.: +66 43 043 899

Bangkok Branch Office :Email : ctvbkk@cho.co.th

96/25 Vibhavadi-rangsit Road, Taladbangkhen, Laksi, Bangkok 10210

Tel. +66 2973-4382,+66-2973-4383, +66 2973-4384 Fax. +66 2973-4385www.cho.co.th

shares, including but not limited to negotiation and entering into the share purchase agreement and related documents which include singing and revising in the related document. The details of the purchase of SIAM’s Ordinary Shares are shown in the Information Memorandum regarding the Asset Acquisition of Cho Thavee Public Company Limited (Attachment 1).

2. Approved to propose to the Extraordinary General Meeting of Shareholders No. 1/2022 to consider and approve the Company’s registered capital decrease of THB 131,315,659.50 from the existing registered capital of THB 815,910,868.75 to the new registered capital of THB 684,595,209.25 by canceling unsold 525,262,638 ordinary shares with the par value of THB 0 .25 per share which is the remainder from(1) the issuance and offering of newly issued ordinary shares by General Mandate to existing shareholders based on their shareholdings (Right Offering) amount of 483,208,925 shares, which has been approved to extend the allotment period for newly issued ordinary shares by General Mandate from the 2 0 2 2 Annual General Meeting of Shareholders held on April 26, 2022 and (2) to accommodate the exercise of convertible debentures according to the resolution of the Extraordinary General Meeting of Shareholders No. 2 / 202 1 , amounting to 42,053,713 shares, which the Company has issued and the conversion rights have fully exercised the total amount of the offering.

In addition, the Board of Directors’ meeting resolved to propose to the Extraordinary General Meeting of Shareholders No. 1 / 2 0 2 2 to consider and approve the amendment of the Company’s Memorandum of Association Article 4. on the Registered Capital to reflect the Company’s registered capital decrease, as follows:

“Article 4.

Registered Capital

THB 684,595,209.25 (six

hundred eighty-four million five

hundred ninety-five thousand

two hundred nine Baht twenty-

five Satang)

Equivalent to:

2,738,380,837 shares (two

thousand seven hundred thirty-

eight million three hundred

eighty thousand eight hundred

thirty-seven shares)

Share value:

THB 0.25 (twenty-five satang)

Consisting of:

Ordinary share:

2,738,380,837 shares (two

thousand seven hundred thirty-

eight million three hundred

eighty thousand eight hundred

thirty-seven shares)

Preferred share:

– shares (- shares)”

Including authorizing the Chief Executive Officer and/or a person assigned by the Chief Executive Officer to determine the conditions and details of the proceedings related to such capital decrease, as well as to amend the wording or terms in the minutes of the shareholders’ meeting and/or the memorandum of association and/or various requests and/or take any action to comply with the registrar’s order for filing the registration of the reduction of capital decrease and amendments to the memorandum of association of the Company to Department of Business Development, Ministry of Commerce.

บริษัท ช ทวีจ ำกัด(มหำชน)

ส ำนักงำนใหญ่และโรงงำน:Email : info@cho.co.th

265 หมู่ที่4 ถนนกลางเมือง ต าบลเมืองเก่า อ าเภอเมืองขอนแก่น จังหวัดขอนแก่น40000 โทรศัพท์: 043 043 888 (Auto) , 043 043 880-890 โทรสาร : 043043 899

  • ำนักงำนกรุงเทพฯ:Email : ctvbkk@cho.co.th

96/25 ถนนวิภาวดีรังสิต ตลาดบางเขน เขตหลักสี่ กรุงเทพมหานคร10210

โทร. 0-2973-4382,0-2973-4383,0-2973-4384 โทรสาร. 0-2973-4385www.cho.co.th

CHO THAVEE PUBLIC COMPANY LIMITED

Factory and Head Office :Email : info@cho.co.th

265 Moo 4 Klangmuang Road,Muangkao, Muangkhonkaen, Khonkaen 40000 THAILAND. Tel. :+66 43 043 888 (Auto), +66 43 043 880-890 Fax.: +66 43 043 899

Bangkok Branch Office :Email : ctvbkk@cho.co.th

96/25 Vibhavadi-rangsit Road, Taladbangkhen, Laksi, Bangkok 10210

Tel. +66 2973-4382,+66-2973-4383, +66 2973-4384 Fax. +66 2973-4385www.cho.co.th

3. Approved to propose to the Extraordinary General Meeting of Shareholders No. 1/2022 to consider and approve the issuance and offering of additional newly issued convertible debenture of the Company (“Convertible Debentures“) by determining the total additional offered value of, not exceeding, THB 550,000,000 by private placement to Advance Opportunities Fund (“AO Fund“) and Advance Opportunities Fund 1 (“AO Fund 1“), which are not connected persons to the Company in accordance to the Notification of the Capital Market Supervisory Board No. TorJor. 21/2551 Re: Rules on Connected Transactions and Notification of the Board of Directors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning Connected Transactions B.E. 2546 (referred collectively as “Connected Transaction Notifications“). However, the conversion price of the Convertible Debentures must not be lower than 90% of the market price whereas the market price is calculated based on the weighted average price of the Company’s shares trading on the Mar ket for Alternative Investments (MAI) for not less than 7 consecutive business days, but not more than 15 consecutive business days prior to the day the debenture holders exercise their conversion rights. The weighted average price is calculated from the closing price weighted by the trading volume of each consecutive business days (Remarks: Market price will be calculated by specifying 2 decimal places. If the 3rd decimal place is 5 or more, it will be rounded up. The conversion price of the convertible debentures will be calculated by specifying 3 decimal places. If the 4th decimal place is 5 or more, it will be rounded up.) in accordance with the rules prescribed in the Notification of the Capital Market Supervisory Board No. TorJor. 17/2561 Re: Application for and Approval of the Offering for Sale of Newly Issued Debt Instruments and the Notification of the Office of the Securities and Exchange Commission No. SorJor.39/2551 Re: Calculation of Offering Price of Securities and Determination of Market Price for Consideration of an Offer for Sale of Newly Issued Shares at a Low Price (collectively, “Notification No. TorJor. 17/2561 and Announcement No. SorJor. 39/2551“). However, if the conversion price calculated above is lower than the par value of the Company’s shares, the Company shall issue additional compensation shares in such a way that the calculation of all shares to be issued at par value is in accordance with the conversion price, as detailed in the Summary of Important Terms and Conditions of the Convertible Debentures of Cho Thavee Public Company Limited (Attachment 2)

In this regard, the Board of Directors’ meeting deems it appropriate to propose to the Extraordinary General Meeting of Shareholders No. 1 /2 0 2 2 to consider and approve the authorization of the Chief Executive Officer and/or the person assigned by the Chief Executive Officer to determine the details, amend, or take any actions as necessary for and in relation to the issuance and offering of the Convertible Debentures in order to comply with the laws, including, but not limited to the power to proceed with the following actions:

(1) To determine or amend the details, methods and other conditions in relation to the issuance and offering of the Convertible Debentures as appropriate either in one time or several times, including but not limited to the terms and conditions of the Convertible Debentures, the issue date, the par value, the offering price, the number of ordinary shares to be issued in order to accommodate for the conversion of the Convertible Debentures, the interest rate, the calculation and method of interest payment, the conversion price, the conversion ratio, the conversion period, the redemption price, the redemption period, the last day of conversion period, the allocation method, or the determination of any event requiring the Company to issue additional underlying shares to accommodate a change of the exercise of the conversion right, and the conditions of adjustment of conversion rights. However, the Chief Executive Officer and/or persons appointed by the Chief Executive Officer, as an authorized person, will determine the best convertible price according to the market conditions during the period when the debenture holders will exercise their conversion rights, to maintain the best interest of the Company and shareholders as a whole;

บริษัท ช ทวีจ ำกัด(มหำชน)

ส ำนักงำนใหญ่และโรงงำน:Email : info@cho.co.th

265 หมู่ที่4 ถนนกลางเมือง ต าบลเมืองเก่า อ าเภอเมืองขอนแก่น จังหวัดขอนแก่น40000 โทรศัพท์: 043 043 888 (Auto) , 043 043 880-890 โทรสาร : 043043 899

  • ำนักงำนกรุงเทพฯ:Email : ctvbkk@cho.co.th

96/25 ถนนวิภาวดีรังสิต ตลาดบางเขน เขตหลักสี่ กรุงเทพมหานคร10210

โทร. 0-2973-4382,0-2973-4383,0-2973-4384 โทรสาร. 0-2973-4385www.cho.co.th

CHO THAVEE PUBLIC COMPANY LIMITED

Factory and Head Office :Email : info@cho.co.th

265 Moo 4 Klangmuang Road,Muangkao, Muangkhonkaen, Khonkaen 40000 THAILAND. Tel. :+66 43 043 888 (Auto), +66 43 043 880-890 Fax.: +66 43 043 899

Bangkok Branch Office :Email : ctvbkk@cho.co.th

96/25 Vibhavadi-rangsit Road, Taladbangkhen, Laksi, Bangkok 10210

Tel. +66 2973-4382,+66-2973-4383, +66 2973-4384 Fax. +66 2973-4385www.cho.co.th

(2) To appoint advisors and other persons (e.g. financial advisor and legal advisor) related to contacting and providing information as well as filing documents, registration documents, waiver documents, and evidence with the relevant authorities or any other events in relation to the issuance and offering of the Convertible Debentures as appropriate;

(3) To negotiate, agree, enter into, amend, add, execute any agreements, applications for approval, waiver, evidence, disclosure, sale report, and other documents necessary for and in relation to the issuance, offering, and allocation of the Convertible Debentures, the allocation of newly issued shares in order to accommodate for the exercise of the conversion right of the Convertible Debentures, as well as contacting, filing, amending, adding, and executing the applications for approval, waiver, evidence, disclosure, sale report, and other documents, with the Securities and Exchange Commission of Thailand, the Stock Exchange of Thailand, government agencies, and/or other relevant authorities in relation to the issuance, offering, and allocation of the Convertible Debentures and the listing of the newly issued ordinary shares from the exercise of the conversion right of the Convertible Debentures as listed securities on the Market for Alternative Investment; and

(4) To perform any actions as necessary and appropriate for and in relation to the issuance, the offering, and the allocation of the Convertible Debentures in order to ensure the successful completion of the actions specified above.

4. Approved to propose the Extraordinary General Meeting of Shareholders No. 1/2022 to consider and approve the Company’s registered capital increase of THB 250,076,404.75 from the existing registered capital of THB 684,595,209.25 to the new registered capital of THB 934,671,614.00 by issuing not more than 1,000,305,619 newly issued ordinary shares with the par value of THB 0 . 2 5 per share to accommodate ( 1 ) the exercise of convertible debentures (2) the issuance and offering of newly issued ordinary shares to specific investors (Private Placement) and (3) the issuance and offering of newly issued ordinary shares by General Mandate to existing shareholders based on their shareholdings.

Details are shown in the Capital Increase Form (F53-4) (Attachment 3).

In addition, the Board of Directors’ meeting resolved to propose to the Extraordinary General Meeting of Shareholders No. 1 / 2 0 2 2 to consider and approve the amendment of the Company’s Memorandum of Association Article 4. on the Registered Capital to reflect the Company’s registered capital increase, as follows:

“Article 4.

Registered Capital

Equivalent to:

Share value:

Consisting of:

Ordinary share:

บริษัท ช ทวีจ ำกัด(มหำชน)

ส ำนักงำนใหญ่และโรงงำน:Email : info@cho.co.th

265 หมู่ที่4 ถนนกลางเมือง ต าบลเมืองเก่า อ าเภอเมืองขอนแก่น จังหวัดขอนแก่น40000 โทรศัพท์: 043 043 888 (Auto) , 043 043 880-890 โทรสาร : 043043 899

  • ำนักงำนกรุงเทพฯ:Email : ctvbkk@cho.co.th

96/25 ถนนวิภาวดีรังสิต ตลาดบางเขน เขตหลักสี่ กรุงเทพมหานคร10210

โทร. 0-2973-4382,0-2973-4383,0-2973-4384 โทรสาร. 0-2973-4385www.cho.co.th

THB 934,671,614.00 (nine hundred thirty-four million six hundred seventy-one thousand six hundred fourteen Baht) 3,738,686,456 shares (three billion seven hundred thirty-eight million six hundred eighty-six thousand four hundred fifty-six shares)

THB 0.25 (twenty-five Satang)

3,738,686,456 shares (three billion seven hundred thirty-eight

CHO THAVEE PUBLIC COMPANY LIMITED

Factory and Head Office :Email : info@cho.co.th

265 Moo 4 Klangmuang Road,Muangkao, Muangkhonkaen, Khonkaen 40000 THAILAND. Tel. :+66 43 043 888 (Auto), +66 43 043 880-890 Fax.: +66 43 043 899

Bangkok Branch Office :Email : ctvbkk@cho.co.th

96/25 Vibhavadi-rangsit Road, Taladbangkhen, Laksi, Bangkok 10210

Tel. +66 2973-4382,+66-2973-4383, +66 2973-4384 Fax. +66 2973-4385www.cho.co.th

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Cho Thavee pcl published this content on 06 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 July 2022 11:53:09 UTC.

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Sales

Net income

Net Debt

P/E ratio
Yield
Capitalization 1 209 M
33,6 M
33,6 M
EV / Sales -1
EV / Sales 0
Nbr of Employees
Free-Float 64,8%

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