Date/Time 24 Jan 2025 06:50:00

Headline

Schedule for Bondholder Meeting, Issuance & Offering of CD, Capital Increase, Allocation of Additional Common Shares, Schedule for the 1/2025 EGM of Shareholders, and Appoint the Directors, Chairman of the Board, Chairman and Members Audit Committee.

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Schedule of Shareholders' meeting Subject : Schedule of Extra-General Meeting of Shareholders Date of Board resolution : 23-Jan-2025 Shareholder's meeting date : 03-Mar-2025 Beginning time of meeting (hh:mm) : 10 : 00 Record date for the right to attend the : 07-Feb-2025 meeting Ex-meeting date : 06-Feb-2025 Significant agenda item : - Capital increase - The issuance of convertible securities - Change of par value - To consider and approve the amendment of Article of the Company's Memorandum of Association to reflect the capital increase Venue of the meeting : E-EGM Agenda Item : 1 Agenda Detail : Chairman's Report Type : To acknowledge Agenda Item : 2 Agenda Detail : To consider the approval for issuance of convertible securities Type : To Consider and approve Board's Resolution : The Board of Directors has considered and deemed it appropriate to propose to the shareholders' meeting to consider and approve the allocation of newly issued ordinary shares, whether once or several times, in the amount not exceeding 144,503,862 shares (This number of newly issued shares calculated from the number of shares after the change in a par value by the combining shares) with a par value of 1.00 Baht per share, to accommodate the exercise of the conversion rights of Convertible Debentures issued and offered to specific investors namely (1) Advance Opportunities Fund (AO Fund) and/or (2) Advance Opportunities Fund 1 (AO Fund 1) and/or (3) Advance Opportunities Fund VCC (AOF VCC). Agenda Item : 3 Agenda Detail : To consider the approval for paid up capital increase Type : To Consider and approve Board's Resolution : The Board of Directors has considered and deemed it appropriate to propose to the shareholders' meeting to consider and approve the increase of the Company's registered capital in the amount of 380,273,321 Baht from the existing registered capital of 889,399,553 Baht to the new registered capital of 1,269,672,874 Baht by issuing newly issued ordinary shares in the amount not exceeding 380,273,321 shares (The number of newly issued shares has been calculated based on the number of shares after the change in a par value through combining shares), with a par value of 1.00 Baht per share. Agenda Item : 4 Agenda Detail : Consider and approve the amendment of Article of the Company's Memorandum of Association to reflect the capital increase Type : To Consider and approve Board's Resolution : the Borad of Director' meeting had resolved to propose to the Extraordinary General Meeting of Shareholders No. 1/2025 to consider and approve the amendment of Clause 4 under the Company's Memorandum of Association to accordance with the increase of registered capital Agenda Item : 5 Agenda Detail : To consider the approval for merging the par value Type : To Consider and approve Board's Resolution : The Board of Directors has considered and deemed it appropriate to propose to the shareholders' meeting to consider and approve the change in a par value of the shares of the Company by combining shares from a par value of 0.50 Baht per share to a par value of 1.00 Baht per share, resulting in a decrease in the number of shares of the Company by 889,399,553 shares, from the existing amount at 1,778,799,106 shares with a par value of 0.50 Baht per share to 889,399,553 shares with a par value of 1.00 Baht per share. This change in the par value of shares of the Company will impact the number of shares held by each shareholder to decrease at a ratio of 2 existing ordinary shares to 1 new ordinary share. ______________________________________________________________________ Issued Convertible Securities Subject : Issued convertible securities Date of Board resolution : 23-Jan-2025 Type of allocated securities : Convertible debentures Allocate to : Private placement (PP) Person(s) receiving allotment(s) : Advance Opportunities Fund, Advance Opportunities Fund 1, Advance Opportunities Fund VCC Number of allotted convertible : 380,273,321 debentures (units) Reserved shares for the exercise of : Common shares convertible debentures Number of additional shares (shares) : 380,273,321 Description of convertible debentures Name of convertible debentures : The Convertible Debentures of Clover Power Public Company Limited Term of convertible debentures : 3 years after the issuance date of the first tranche. ______________________________________________________________________ Increasing Capital Subject : Specifying the purpose of utilizing proceeds Date of Board resolution : 23-Jan-2025 Number of additional common shares : 380,273,321 (shares) Total of additional shares (shares) : 380,273,321 Par value (baht per share) : 1.00 Type of allocated securities : Common shares Allocated to : Private placement (PP) Person(s) receiving allotment(s) : Advance Opportunities Fund (AO Fund) & Advance Opportunities Fund 1 (AO Fund 1) Number of allotted shares (shares) : 235,769,459 % of Paid Up Capital after capital : 18.57 increase Allocated to : Private placement (PP) Person(s) receiving allotment(s) : Advance Opportunities Fund, Advance Opportunities Fund 1, Advance Opportunities Fund VCC Number of allotted shares (shares) : 144,503,862 % of Paid Up Capital after capital : 11.38 increase Total shares allocated to Private : 380,273,321 Placement (Shares) ______________________________________________________________________ Changing the Par Value Subject : Merging the par value Date of Board resolution : 23-Jan-2025 Old par value (baht per share) : 0.50 New par value (baht per share) : 1.00 ______________________________________________________________________ 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. If you would like to see the full details of this information, please click view "full details" in attached file.