Increase of Registered Capital, Allocation and Offering of the Newly Issued Ordinary Shares to a Specific Investor (Private Placement), and Extraordinary General Meeting of Shareholders No. 1/2018 (Whitewash) and director resignation
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Connected transaction
Currently, the investor has no relationship
with the Company, including the executive
committee, management team and major
shareholders. However, after the execution
of the allocation and the issuance of the
newly issued shares to the investor, the
investor shall become the control person of
the Company by holding 40 percent of all
issued shares of the Company (after
registration of the Company s paid-up
registered capital increase) and entitled to
nominate the person to be the Company s
director based on the shareholding portion in
the Company.
______________________________________________________________________
Change of director/Executive
Approve and acknowledged the resignation of Mr. Apichart Paphanpowong, the
director of the Company which has submitted the resignation letter from his
position as the director of the Company, effective form June 12, 2018 onwards
due to his personal reason.
______________________________________________________________________
Increasing Capital
Subject : Specifying the purpose of utilizing
proceeds
Date of Board resolution : 12-Jun-2018
Number of additional common shares : 482,567,173
(shares)
Total of additional shares (shares) : 482,567,173
Par value (baht per share) : 0.25
Type of allocated securities : Common shares
Allocated to : Private placement
Person(s) receiving allotment(s) : Mrs. Chatchaya Tritrakulchai
Number of allotted shares (shares) : 482,567,173
% of Paid Up Capital after capital : 40.00
increase
Subscription price (baht per share) : 0.80
Subscription period : From 27-Aug-2018 to 27-Nov-2018
Total shares allocated to Private : 482,567,173
Placement (Shares)
Remark :
increase of the Company s registered capital in the
amount of THB 120,641,793.25 from the existing registered capital of THB
180,970,466.50 to be the new
registered capital of THB 301,612,259.75 by issuing 482,567,173 newly ordinary
shares at the par value of
THB 0.25 per share.
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Schedule of Shareholders meeting
Subject : Schedule of Extra-General Meeting of
Shareholders
Date of Board resolution : 12-Jun-2018
Shareholder s meeting date : 27-Aug-2018
Beginning time of meeting (h:mm) : 14 : 00
Record date for the right to attend the : 27-Jun-2018
meeting
Ex-meeting date : 26-Jun-2018
Significant agenda item :
- Capital increase
- The issuance of convertible securities
- Other Agenda (if any)
Venue of the meeting : SC Park Hotel, Ratchada Ballroom, 474
Ramkhamhaeng 39 (Praditmanutham), Wangthonglang Wangthonglang Bangkok
Remark :
Schedule of Extra-General Meeting of Shareholders
______________________________________________________________________
Issued Convertible Securities
Subject : Issued convertible securities
Date of Board resolution : 12-Jun-2018
Type of allocated securities : Other securities
Allocate to : Private placement (PP)
Type of allocated securities : Ordinary share
Person(s) receiving allotment(s) :
Mrs. Chatchaya Tritrakulchai
Number of allotted securities : 482,567,173
(units)
Reserved shares for the exercise of : Common shares
convertible securities
Number of additional shares (shares) : 482,567,173
Offering price (baht per unit) : 0.80
Offering date : From 27-Aug-2018 to 27-Nov-2018
Description of convertible securities
Name of convertible securities : Shares of Ocean Commerce Public
Company Limited to Private Placement
Conversion ratio(convertible : 1 : 1
securities : shares)
Conversion price (baht per share) : 0.80
Term of convertible securities :
Within 3 months from the date on
which the General Shareholders
Meeting passes the resolution
Remark :
Shares of Ocean Commerce Public Company Limited to Private Placement
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