Resolutions of the Board of Directors meeting to cancel the warrants Capital increase Debentures Acquisition of assets Connected transaction Appointment of New Director and Extraordinary General Meeting of Shareholders No. 1/2017
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Acquisition and disposition of assets
1. land 3 jobs 83 square meters
2.8-storey residential building with basement Number of 78 en suite rooms Total
Investments not exceeding 234 million Baht
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Issued Convertible Securities
Status : Canceled
Reason :
By commenting Unreasonable The details are as follows.Board of Directors
Consider the purpose and origin of the transaction. Reasonableness Benefits of
the transaction to the company. Compare the advantages, disadvantages and risks
of entering into the transaction. Include the plainness of the price, condition
of the item, and other elements. Have a comment that Asset Acquisition and
Connected Transaction .There is more risk involved in entering into the
transaction than it will benefit the shareholders as follows.- Price fairness in
the purchase of land and buildings for the Chara Ville project. The right way
to turn a project is The Discounted Cash Flow Approach is Bt. 211.86 -251.92
million. The return on investment (IRR) is 9.01-11.10%, which is the optimal
range for investment. But it is lower than the price that the Board of Directors
has approved to purchase real estate. At the Board of Directors Meeting No.
3/2017 . Including the disadvantages and risks of entering into asset
acquisition transaction and the disadvantage of entering into related party
transactions. Report of Opinion of Independent Financial Advisor About Asset
Acquisition and Connected Transaction To present for the shareholders, prepared
by AEC Securities Public Company Limited as of May 30, 2017.
Subject : Issued convertible securities
Date of Board resolution : 14-May-2017
Allocated to : Existing common shareholders
Type of allocated securities : Warrants
Number of allotted securities : 206,814,500
(units)
Reserved shares for the exercise of : Common shares
convertible securities
Number of additional shares (shares) : 206,814,500
Ratio (Existing shares : Convertible : 7 : 2
securities)
Record date for the right to receive : 12-Jul-2017
convertible securities
Book closing date for collecting : 13-Jul-2017
shareholders names under Section 225 of
the Securities and Exchange Act
Ex-rights date : 07-Jul-2017
Offering price (baht per unit) : 0.00
Offering date : From 01-Aug-2017 to 01-Aug-2017
Description of warrants
Name of warrant : Warrants to purchase ordinary shares
of Ocean Glass Public Company Limited 3rd Commerce (OCEAN-W3)
Exercise ratio (warrant : share) : 1 : 1
Exercise price (baht per share) : 1.00
Term of warrants :
1 year, 10 months, 1 days from the issuing date of the warrants
Remark :
Warrants to purchase ordinary shares of Ocean Glass Public Company Limited 3rd
Commerce (OCEAN-W3)
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Connected transaction
: There are 118,650,000 shares in the Company, representing 16.387% of the total
voting rights of the Company (According to report 246-2 as of March 16, 2017).
The relationship is the son of Mrs. Sirima Tharakul. A shareholder of Grand
Ratchada Asset Co., Ltd. and a brotherly relationship with Miss Chatnapat
Jittirat Seni The authorized signatory of the company s affidavit of Grand
Ratchada Asset Co., Ltd.
Listing of Listed Companies with: The connected person is There will be no
conflict of interest with the Company.
- It is a transparently approved process by directors and executives with
careful care and loyalty. By stakeholders Did not participate in the decision.
- Is a transaction that takes into account the interests of the company. Virtual
transactions with third parties.
There is a tracking and verification system that ensures that the transaction is
in accordance with the correct procedure.
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Increasing Capital
Status : Canceled
Reason :
By commenting Unreasonable The details are as follows.Board of Directors
Consider the purpose and origin of the transaction. Reasonableness Benefits of
the transaction to the company. Compare the advantages, disadvantages and risks
of entering into the transaction. Include the plainness of the price, condition
of the item, and other elements. Have a comment that Asset Acquisition and
Connected Transaction .There is more risk involved in entering into the
transaction than it will benefit the shareholders as follows.- Price fairness in
the purchase of land and buildings for the Chara Ville project. The right way
to turn a project is The Discounted Cash Flow Approach is Bt. 211.86 -251.92
million. The return on investment (IRR) is 9.01-11.10%, which is the optimal
range for investment. But it is lower than the price that the Board of Directors
has approved to purchase real estate. At the Board of Directors Meeting No.
3/2017 . Including the disadvantages and risks of entering into asset
acquisition transaction and the disadvantage of entering into related party
transactions. Report of Opinion of Independent Financial Advisor About Asset
Acquisition and Connected Transaction To present for the shareholders, prepared
by AEC Securities Public Company Limited as of May 30, 2017.
Subject : Specifying the purpose of utilizing
proceeds
Date of Board resolution : 14-May-2017
Details of allotment
Allocated to : Reserved shares for the exercise of
convertible securities
Type of allocated securities : Common shares
Number of allotted shares (shares) : 206,814,500
Allocated to : Reserved shares for the right
adjustment of convertible securities
Type of allocated securities : Common shares
Number of allotted shares (shares) : 10,000,972
Number of additional common shares : 216,815,472
(shares)
Total of additional shares (shares) : 216,815,472
Par value (baht per share) : 0.25
Remark :
Capital increase
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Meeting schedule of securities holders
Status : Canceled
Reason :
Board of Directors Consider the advantages and disadvantages of entering into
the transaction. Price fairness The terms of the transaction and other
components as reported by the Independent Financial Advisor, including the
opinion of the Independent Financial Advisor on the acquisition of assets and
the connected transaction. That is not sensible Including the price that the
Board of Directors has approved to propose to the shareholders meeting to
consider and approve the Company to enter into such transaction at the Board of
Directors Meeting No. 3/2060 held on May 14, 2017 in the total amount not
exceeding. 234 million baht, although it is in the range of 211.86 - 251.92
million baht, which is the appropriate price range for investment, according to
the independent financial advisor s report. Calculated by the Discounted Cash
Flow Approach, the return on investment (IRR) is 9.01-11.10%, but still has a
significant difference compared to the approved price with the range. Lowest
price of appraised price The difference is 22.14 million baht.
The Board of Directors has considered carefully and carefully. In view of the
acquisition of assets and the connected transaction, More risk than benefits to
shareholders. So let s see. Cancel the proposal to the shareholders meeting to
consider the company to enter into such transaction.. The agenda and the date of
the Extraordinary General Meeting of Shareholders No. 1/2017 should be canceled
on Tuesday, July 4, 2016. This is in line with the disapproval and the
appointment of a new director under Section 70 of the Public Limited Companies
Act, BE 2535, Section 70, unless the Company has other Articles of Association.
The rules and procedures are as follows.
(1) One shareholder has votes equal to the number of shares he holds, multiplied
by the number of directors to be elected.
(2) Each shareholder shall exercise all votes in (1) to elect one or several
persons as director. In the case of election of multiple persons, the directors
shall distribute the votes to any other persons.
(3) The persons receiving the highest number of votes in descending order shall
be elected as directors, equal to the number of directors to be elected. Choose
by lottery to get the number of directors.
In the case where the company has a regulation on how to select a director, the
regulations must not be disqualified by the shareholders.
Subject : Schedule of Extra-General Meeting of
Shareholders
Date of Board resolution : 14-May-2017
Meeting date : 04-Jul-2017
Beginning time of meeting (h:mm) : 14 : 00
Record date for the right to attend the : 30-May-2017
meeting
Book closing date for collecting holders : 31-May-2017
names under Section 225 of the
Securities and Exchange Act
Ex-meeting date : 26-May-2017
Significant agenda item :
- Capital increase
- Acquisition and disposition of assets
- Connected transaction
- The issuance of convertible securities
- The issuance of debentures
- Changing the director(s)
Venue of the meeting : At the 6th Floor Ballroom, SC Park
Hotel
Remark :
Schedule of Extra-General Meeting of Shareholders
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