Download Attention: President The Stock Exchange of Thailand Attachment

Ref. NUSA. 015/2017
Date:
March 1, 2017.
Subject:
Report of the resolutions of the Board of Directors’ Meeting No. 1/2017 (Revised (F 53-4))
Attention: President
The Stock Exchange of Thailand
Attachment:Report of Capital Increase (F 53-4)
Nusasiri Public Company Limited (“the Company”) would like to notify the resolutions of the Board of Directors’
Meeting No. 1/2017 held on February 28, 2017 to the Stock Exchange of Thailand as follows:
1. Approve the financial statements the Company for the year ended as at December 31, 2016 and be
approved and proposed to shareholders’ meeting for further consideration.
2. Approve the appointment of Professor Kesree Narongdej, certified public accountant no. 76, and/or
Mr. Chaiyut Angsuwittaya, certified public accountant no. 3885 and/or Mrs. Natsarak Sarochanunjeen, certified
public accountant no. 4563 of A.M.T. & Associates Co., Ltd. as the Company’s auditors with the remuneration of not
more than Baht 2,100,000 per annum of which does not any expenses (e.g. transportation expenses, postal
expenses, overtime compensation, etc.), be approved and proposed to shareholders’ meeting for further
consideration.
3. Approve the cancellation of allotment of ordinary shares of 1,296,754,989 shares. To support the
capital increase General Mandate of 690,000,000 shares, cancellation of allotment of ordinary shares to the exercise
of warrants to purchase common shares of the Company (NUSA-W1) of 606,754,989 shares totaling 1,296,754,989
shares, be approved and proposed to shareholders’ meeting for further consideration.
4. Approve the reduction of the Company’s registered capital from the original capital of
10,380,717,764 shares the remaining share capital of 9,083,962,775 shares. By the way, cut ordinary shares
reserved to support the capital increase by General Mandate of 690,000,000 shares and By the way, cut ordinary
shares reserved for the exercise of warrants to purchase common shares of the Company (NUSA–W1) of
606,754,989 shares totaling 1,296,754,989 shares, be approved and proposed to shareholders’ meeting for further
consideration.
5. Approve the amendment of clause 4. of the Company’s memorandum of association to reflect the
Capital decrease, be approved and proposed to shareholders’ meeting for further consideration.
6. Approve the increase in the Company’s registered capital of 690 million new shares from the authorized
capital of the company after the share capital reduction in the number of 9,083,962,775 shares to 9,773,962,775
shares by issuing new ordinary shares of 690,000,000 shares at par value of 1.00 baht per share. To support the
capital increase by General Mandate, be approved and proposed to shareholders’ meeting for further consideration.
7. Approve the amendment of clause 4. of the Company’s memorandum of association to reflect the
Capital increased and this is to be proposed to the shareholders meeting for further consideration
8. Approve the amendment of the allotment of 690,000,000 new ordinary shares at par value of 1.00
baht to support the capital increase by General Mandate and this is to be proposed to the shareholders meeting for
further consideration
9. Approve the issuance and offering bill of exchange and/or debenture of not exceeding THB 3,000
million, more from the Extraordinary General Meeting of Shareholders No. 1/2015 held on October 22, 2015. Of 3,000
million, totaling 6,000 million, be approved and proposed to shareholders’ meeting for further consideration. With the
following details:
Issuance
Nusasiri Public Company Limited
Bill of exchange/debenture, specified or unspecified names of the holders,
Type
subordinated or unsubordinated, secured or unsecured and with or without
representative of the debenture holders
Total Offering Size
Not exceeding THB 6,000 million
Currency
Thai Baht
Term
Not exceeding 3 years
The bill of exchanges and/or debentures will be offered to institutional investors and/or
high net worth investors and/or specific investors and/or the public. Such offering may
Offering
be offered in one or several offerings and/or on a revolving basis. In this regards, the
Company will comply with laws, rules, regulations and any other related notification.
Repayment in installments or in one installment upon maturity in accordance with the
Principal Repayment
terms and conditions of the debt instruments
The holders of the bill of exchanges and/or debentures shall or shall not be entitled to
request the Company to redeem, and/or the Company shall or shall not be entitled to
Early Redemption
redeem the debentures prior to the maturity, subject to the terms and conditions of
each issuance in accordance with laws, rules, regulations and any other related
notifications
The Company may register the bill of exchanges and/or debentures with The Thai Bond
Registration of Debt
Instrument
Market Association and/or other debt instrument exchange(s).
1. To utilize as the Company’s working capital and long term loan for development of
Objectives
the existing and new projects and for business expansion
2. To repay the existing debts which helps reducing the Company financial costs
Interest Rate
Interest rate will depend on the market condition at such time of the bill of exchanges
and/ or debentures are offered or under terms and conditions of the bill of exchanges
and/or debentures issued at such time. This shall be subject to notification of the SEC
and/or other related notifications, rules and regulation in force at such time the bill of
exchanges and/or debenture are issued and offered.
Special Condition
If the Company redeems or repays the principal of the bill of exchanges and/or
debentures issued under the total offering amount authorized above, the Company may
issue and offer additional debentures in substitution of the debentures so redeemed or
repaid.
The Board of Directors of the Company and/or the Executive Committee and/or the Executive Chairman and/or the
Chief Executive Officer and/or the person granted the authorization by the Board of Directors of the Company and/or
the Executive Committee to determine details and other conditions relating to the issuance and offering of the
debentures such as its name, offering amount of each issuance, type of bill of exchange and/or debenture, security,
offering price per unit, conditions, term of maturity, period of redemption, early redemption, interest rate, method of
principal and interest repayment, allocation process and other details of offering, including to list the debentures as
listed securities on the Stock Exchange of Thailand or The Thai Bond Market Association or other secondary
market(s), to appoint financial advisors and/or underwriters and/or credit rating agencies and/or relevant persons
with respect to the issuance and offering of the bill of exchanges and/or debentures, and to enter into, execute any
relevant documents and agreements, and disclose information to and submit documents to the SEC or other relevant
authorities regarding the issuance and offering the bill of exchanges and/or debentures.
10. Approve the convening of the Annual General Meeting of Shareholder for Year 2017, on April 28,
2017 at 13.00 p.m.
Remark:
The major agenda, meeting place and the record date to determine the shareholders who are entitled
to attend and vote in the Annual General Meeting by closing the shareholders registration book (Book Closing Date),
will let you know more later resolution of Board of Directors Meeting 2/2017.
Please acknowledge, accordingly.
Yours sincerely,
(Mr. Somjitr Chaichana)
Director/ Company Secretary
(F 53-4)
Attachment
Capital Increase Reporting Form
Nusasiri Public Company Limited.
February 28, 2017
Nusasiri Public Company Limited hereby report the resolutions of the Board of Directors Meeting No.1/2017 on February 28,
2017 from 14.00 p.m. to 17.00 p.m. in respect of a capital increase and share allotment as follow:
1. Capital reduction / increase capital.
1.1 The Board of Directors has approved the reduction of the Company’s registered capital from the original capital of
10,380,717,764 shares the remaining share capital of 9,083,962,775 shares. By the way, cut ordinary shares
reserved to support the capital increase by General Mandate of 690,000,000 shares and By the way, cut ordinary
shares reserved for the exercise of warrants to purchase common shares of the Company (NUSA–W1) of
606,754,989 shares totaling 1,296,754,989 shares.
1.2 The Board of Directors has approved the increase in the Company’s registered capital of 690 million new shares from the
authorized capital of the company after the share capital reduction in the number of 9,083,962,775 shares to 9,773,962,775
shares by issuing new ordinary shares of 690,000,000 shares at par value of 1.00 baht per share, to support the capital
increase by General Mandate. The details as follow:
Capital Increase
Type of Shares
Statement on Purpose of
Funding
Ordinary shares
Preferred shares
Ordinary shares
Preferred shares
General Mandate
2. The share allotment
2.1 Statement on Purpose of Funding
Allotment
number of
shares
Existing shareholders
The public
Any person
(specify)............
To support
Conversion /
Rights Issue
(specify)
.....................
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No. of Shares
(shares)
690,000,000
-
ratio
(Old: new)
selling price
(Baht per share)
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Par Value
(Baht/Share)
1.00
-
Subscription and
payment for the
shares.
..............................
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Total
(Baht)
690,000,000
-
Remark
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2.1.1 The operation of the company Any fraction of shares
- none –
2.2 General Mandate
Allotment
Existing shareholders
Type of securities
Common stock
preference share
number of
shares
-
Percentage
Capital1/
-
Remark
-
To support the conversion /
Exercise of the warrants.
Shares are transferable
subscription right.
Common stock
preference share
Common
stock
Private Placement
690,000,000
10.00
preference share
1/
Percentage Capital at the Board of Directors has approved the registration of the capital increase by General
Mandate.
The public
The offering price is not lower than 90 percent of the market price of the Company's shares. The market price is
calculated based on the weighted average price of its shares after a period of not less than seven consecutive days, but
no more than 15 consecutive days, before the date of the offering and no less than the par value of 1.00 baht per share.
The allocation of new shares to the private placement are not allocated to the related parties of the Company.
The market price is calculated based on the weighted average closing price of the Company's shares last 7 days prior to the board
meeting (during 17-27 February, 2017) with the weighted average closing price of 0.440 baht.
2.2.1 Details of allotment
Allotted to
1. Specific investor under a PP
(Private Placement)
Number of shares
Price/share
Not exceed
690,000,000
Not be lower than 90% of
the market price calculate
by average closing price 7
days but not than 15 days
before the resolution
before the date of the
offering and not less than
par value Baht 1 per share
Subscription and
payment for the
shares.
announced later
Remark
Remark No.
1
Remark: 1) The Board of Directors and / or Executive Committee and / or the CEO and / or Board of Directors or Executive
Committee assigned. To consider offering of new shares in one or several occasions and will be offered to any person or
group of people every time before a group of people together in the same time, provided that such persons is not a
connected person of the company. It will be implemented within the Company's Annual General Meeting of Shareholders in the
next time or within the law, the company must provide an annual general meeting of shareholders in the next time. (Whichever is
earlier). Including a detailed set of criteria for allocation of such terms or other details of the allocation of shares. The determination of
the "market price" of not less than 90 percent of the market price of its shares. The market price is calculated based on the
weighted average price of its shares after a period of not less than 7consecutive days, but no more than 15 consecutive
days before the date of the offering and no less than the par value of the company the weighted average price shall be
the average price of shares traded on a daily basis and not less than par value Baht 1 per share, according to the capital
market supervisory board notification associated Shares above accounted for about 10 percent of the paid-up capital of the
Company, after the reduction the share capital and paid-up capital of the company by reducing the number of shares. This is equal
6,947,134,128 shares in addition, the allocation of new shares above shall not exceed a total of 694,713,412 shares or 10 percent of
the paid-up capital of the Company. 6,947,134,128 shares
3. Schedule for shareholders meeting to approve the capital increase and the allocation of shares
The Annual General Meeting of Shareholders for the year 2017 of the Company will be held on April 28, 2017 at
13.00 p.m. at …………………………………………………………………………………………………………………
The closing date of the share register book for the right to attend the shareholder meeting
since................................ Until the shareholder meeting will be completed.
The Company arranged to specify the names of shareholders who will be entitled to attend the Annual
General Meeting of Shareholders for the year 2016 (Record date) on April ……………, 2017 and to gather the names of
shareholders under section 225 of the Securities and Exchange Act B.E. 2535 (1992) (as amended B.E. 2551 (2008)) by closing the
shareholder register and suspension of share transfer on April ……………………., 2017.
4. Approval of the capital increase/share allotment by relevant governmental agency and related conditions
- The Ministry of Commerce: To register the increase of registered capital and paid-up capital.
- The Stock Exchange of Thailand: To request approval for the newly issued ordinary shares to be listed on
the Stock Exchange of Thailand.
5. Objectives of the capital increase and plans for utilizing proceeds received from the capital increase
The amount received from the capital increase, the company's pledge to use as working capital in the business. And expand
the company's business in the future.
Period Time
Details
Amount
(Million Baht)
Within 2017-2018 Operating working capital
690.00
Total
690.00
Additional Money provided by Company
-
6. Benefits which the company will receive from the capital increase/allotment
The Company There is additional funding for the venture. The availability of capital and liquidity to finance expansion projects that have
potential in order to expand its business in the future. This will cause the benefits and profits of the Company. As well as
helping create more value for the shareholders of the Company.
7. Benefits which the shareholders will receive from the capital increase/share allotment.
7.1 The Company’s capital increased, result in higher liquidity to be used in the operation of the Company to give better result.
7.2 The subscribers of such capital increase will be entitled to receive the dividend from the Company’s operational result,
when the Company declares dividend payment same as the existing shareholders of Company since the day the subscribers
are registered as the shareholders of the Company.
7.3 Other
- none –
8. Other details necessary to support shareholder’s decision to approve the capital increase/share allotment
8.1 The reason that the Company offering of newly issued share to the Private Placement (PP) rather than offer new shares
existing shareholders and the public is because the company will be able to reach raise funds in short amount of time and
be able to set the target group of investors to those who have potential to investment and those who are business experts
which can help support Company’s growth capabilities.
8.2 Benefits received from the persons as mentioned other than the capital increase, the Company has criteria for
determining the allocation of shares by focus on the Investors who have potential or experience and expertise in capacity
building. The third persons which have a high investment financially viable and the shares have been allocated to be held
for a long time and this will help to build confidence in the Company
8.3 Impacts to shareholders
The Company Has approved issuance and allotment of new ordinary shares to the PP, to support the recapitalization
General Mandate. Therefore, considering the impact on the shareholders of the Company as follows.
Case 1) Issued and allocated new shares in the Private Placement only.
Considering the impact on existing shareholders of the Company. Summarized as follows:
1) Control Dilution
Control dilution can be calculated by the following formula
Control Dilution = 1- [Qo / (Qo+Qp)]
By
Qo = The number of existing shareholders combined with The total number of ordinary shares
issued to the private Placement, To support the capital increase by General Mandate to
7,637,134,128 shares (par value Baht 1.00) and
Qp for each case
Case 1)
Qp1 =
The number of newly-issued ordinary shares to private
placement (PP) equal to 690,000,000 shares
Case 1)
Qp1 =
-None-
Effect on Control Dilution
Case 1
9.03%
Case 2
-
2) Price Dilution
Price Dilution can be calculated by the following formula:
Price Dilution = (Po – Pn) / Po
By
Po = Weighted average market price 7 days prior to the Board of Directors Meeting dated February 28,
2017 (during 17-27 February, 2017) which is equal to Baht 0.440 per share (par value of Baht 1.00 per
share)
Pw = - None Pp =
The offering price of PP at Baht 1.00 per share
By which price decrease resulted from offering PP and exercising warrants offered to PP, Pn
can be separated into 2 cases as follows:
Case 1) Pn
=
(PoQo+PpQp) / (Qo+Qp)
Case 2) Pn
=
(PoQo+PpQp+ PwQw) / (Qo+Qp+ Qw)
After issuing and offering Warrants to purchase ordinary shares of the Company, the Price Dilution
will be as follows:
Case 1
Case 2
-11.52%
This does not affect the price at all.
3) Earnings Dilution
Earning Dilution can be calculated by the following formula
Earning Dilution = (EPSo - EPSn) / EPSo
By
EPSo = Net profit / Qo
EPSn = Net profit / (Qo + Qn)
Net profit = Net profit’s year 2016 = Bath (201.85) million.
Qo = The number of existing shareholders combined with The total number of ordinary shares issued
to the private Placement, To support the capital increase by General Mandate to 7,637,134,128 shares
(par value Baht 1.00)
Qn for each case, can be summarized as follows:
Case 1)
Qp1 =
The number of newly-issued ordinary shares to private
placement (PP) equal to 690,000,000 shares
Case 1)
Qp1 =
-None-
After issuing and offering Warrants to purchase ordinary shares of the Company, the Earnings
Dilution will be as follows;
Case 1
9.03%
Case 2
-
9. Schedule of action where the Company’s Board of Directors pass the resolution to approve the shares allotment
Action Plan
1. Date of BOD meeting
Date
February 28, 2017
2. The record date to determine the shareholders who are entitled to
attend and vote in the Annual General Meeting
-
3. Date of closing the share register book
-
4. Date of Annual General Meeting for the year 2017
April 28, 2017
10. Opinion of the Board Directors
The Board of Directors, commented recapitalization General Mandate, the capital increase was approved by the
shareholders in advance, the allotment to the private placement to authorize the Board of Directors considered the issue
and allotment on each occasion, as appropriate. The reasons and the need for capital increase to improve liquidity for the
company, use as working capital, currently of financial institutions, credit approval is relatively difficult. It held that the
capital increase is streamlined, fast in each occasion funding, as appropriate, keep pace with a rapidly changing
environment.
The feasibility of the plans to use the proceeds from the sale of shares. The company will be used as working capital in
the business.
The reasonableness of a capital increase for the company. There is additional funding for the venture, The availability of
funding to support the expansion plans of the company, future bring the benefits and earnings per Company as well as
adding value to the shareholders of the Company.
The impact is expected to occur on the business of the Company. The financial position and results of operations of the
Company, due to the capital increase and the implementation of plans to use the money. Is expected to have no impact
on the Company's business, due to the sale of shares to the private placement there are steps and duration operation
quickly and the can target group of investors, according to the company requirements. This is a potential investment
capital, experience or expertise in the business, which can strengthen the company. This will result in maximum benefit,
financial results and operations of the Company and shareholders.
In the event that the Company's directors. Do not act with integrity and careful safeguard the interests of the Company,
matters relating to recapitalization, if no such duties, causing damage to the Company, Shareholders can sue to claim
damages from the directors of the Company, accordance with Section 85 of the Public Companies Act BE 2535 and if the
directors neglect of duty Make person related parties to benefit wrongfully, Shareholders can sue restore the advantage of
the directors of represent the Company, accordance with Section 89/18 of the Public Companies Act BE 2535.
The Company hereby certifies that the information of memorandum of this report is accurate and complete in all respects.
Sign .......................................................
(Mr.Visanu Thepcharoen)
Authorized Director
Sign .......................................................
(Mr. Somjitr Chaichana)
Authorized Director