Date/Time 16 ก.ย. 2568 19:47:30

Headline

Clarification in response to the Stock Exchange's inquiry and regarding TPL-W1 (Revised)

Symbol TPL
Source TPL
SET requests to clarify news or information Subject (Update) : Clarification in response to the Stock Exchange's inquiry and regarding TPL-W1 (Revised) Description (Update) : Thai Parcel Public Company Limited (the "Company") convened the Extraordinary General Meeting of Shareholders No. 1/2025 on September 4, 2025 (the "Shareholders' Meeting"). At the Shareholders' Meeting, the Company informed the shareholders regarding the expected schedule for the allocation of 230,000,000 newly issued ordinary shares by way of Private Placement (the "PP Shares") to Mr. Pachara Panyayong (the "PP Investor"), which was anticipated to take place during September 5-14, 2025. The Company has, however, been notified by the PP Investor of his request to postpone the payment for the subscription of the newly issued ordinary shares under the Private Placement to a period following the allocation of newly issued ordinary shares to the existing shareholders in proportion to their shareholding. The PP Investor acknowledges that he shall not be entitled to the waiver from the obligation to make a mandatory tender offer for all securities of the Company (Whitewash), as previously approved by the Shareholders' Meeting, due to the postponement of the payment for the subscription of the newly issued shares. Nevertheless, the PP Investor has informed the Company that he still intends to subscribe for and receive the allocation of the PP Shares under the Share Subscription Agreement between the Company and the PP Investor. In the event that the acquisition of such PP Shares results in the PP Investor being obligated to make a mandatory tender offer for all securities of the Company, the PP Investor has duly acknowledged and accepted such obligation and will fully comply with all applicable rules and regulations. The PP Investor has notified the Company of his request to postpone the subscription of the PP Shares. to a period after September 19, 2025 until December 3, 2025. That is, following the completion of the allocation of the newly issued ordinary shares by way of Rights Offering ("RO Shares"). In this regard, if the PP Investor does not subscribe for the PP Shares within 3 months from the date on which the Shareholders' Meeting resolved to approve the allocation of the PP Shares, the Company will no longer be able to allocate such PP Shares to the PP Investor. The Company would then need to consider alternative sources of funding for the investment in First Transport Co., Ltd. ("FT"), such as borrowing from financial institutions. Nevertheless, the Company views the risk of the PP Investor not subscribing for the PP Shares as low, given that the PP Investor has already entered into the Share Subscription Agreement with the Company, which constitutes a legally binding agreement and reflects the PP Investor's clear and firm intention to invest in the PP Shares. However, in the event that the PP Investor fails to subscribe for the PP Shares and such failure causes damage to the Company, the Company shall be entitled to claim compensation for such damages under the Share Subscription Agreement. The postponement of the subscription of the PP Shares as requested by the PP Investor will not affect the payment conditions for the investment in FT, as the Company and the shareholders of FT have agreed to amend the payment schedule for the investment in FT, whereby the first installment shall be in the amount of THB 209.00 million. The first installment was paid on September 12, 2025, which was the completion date of the transaction, using the proceeds received from the IPO. and the second installment in the amount of THB 570.78 million, which shall be paid within 3 months from the completion date of the transaction. The Company expects to use the proceeds from the issuance and offering of the RO Shares and the PP Shares for the payment. Furthermore, even though the PP Investor's subscription for the PP Shares occurs after the allocation of the RO Shares, the Company believes that such postponement will not affect the subscription for the RO Shares in any way. This is because the allocation of the RO Shares and the allocation of the PP Shares are separate processes and are not conditional upon each other. The Company can continue to raise funds in accordance with the resolution of the Shareholders' Meeting, and such fundraising will continue to provide the maximum benefit to the Company and its shareholders in connection with the acquisition of the business of FT. Even if the PP Investor does not subscribe for the PP Shares, the Company has considered and concluded that it will not affect the allocation of the RO Shares, which is part of the fundraising for the investment in FT, as the Company can still secure alternative sources of funds for the investment, such as borrowing from financial institutions. In addition, as the Company will issue warrants to purchase newly issued ordinary shares of Thai Parcel Public Company Limited (Series 1) ("TPL-W1") to the existing shareholders who subscribe for and are allocated the RO Shares, Under the regulations of the Stock Exchange of Thailand regarding the listing, disclosure, and delisting of securities on the Market for Alternative Investment (MAI) B.E. 2563, there is no minimum number of warrant holders required as a condition for the application to list warrants as listed securities. Therefore, regardless of the number of TPL-W1 warrant holders, the Company will still issue TPL-W1 warrants to the shareholders who subscribe for and are allocated the RO Shares and will apply to list TPL-W1 warrants as listed securities. Signature ___________________________ ( Mr. Chaipipat Kaewtrirat ) Chief Executive Officer Authorized to sign on behalf of the company ______________________________________________________________________ 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.