02 May 2014 19:19:00
Clarification on the Addition of Agenda in relation to the Capital Increase in the AGM
Clarification of News or Information Subject : Clarification on the Addition of Agenda in relation to the Capital Increase in the AGM Description : May 2, 2014 To: President The Stock Exchange of Thailand Re: Clarification on the Addition of Agenda in relation to the Capital Increase of the Company Capital and Offered as Private Placement in the Annual General Shareholders' Meeting As the Stock Exchange of Thailand (the "SET") has requested Noble Development Public Company Limited (the "Company") to clarify on the addition of the agenda in relation to the capital increase of Company and offered as private placement in the Annual General Shareholders' Meeting for the year 2014 (the "AGM"). The Company would like to clarify as follows: 1. Please clarify whether the Company's Board of Directors or the Company's management acknowledge an additional agenda concerning the capital increase offering as a private placement prior to the Annual General Shareholders' Meeting or not. Since the board of directors' meeting which was held on 20 March 2014 has approved the date of the AGM for the year 2014 and fix the agenda as specified in the notice calling the AGM, the Company would like to inform that the board of directors or the management have not received any notifications from a group of shareholders for additional of the agenda in relation to the capital increase of Company prior to the meeting. In the morning of the AGM date, there was a shareholder informing the Chairman of Board who will be chairman at the AGM that there are shareholders who think that the Company should consider adjusting the Company's financial structure and the increase of the Company's registered capital. However, the Chairman replied to the said shareholder that the adjustment of financial structure and the increase of the Company capital matter should be taken into consideration in the shareholders' meeting and would be in accordance with the shareholders' meeting resolution, and it must be conducted under the requirements and provisions of the relevant laws. Nevertheless, the other members of the board of directors or the management of the Company have not known the addition of the agenda as such. They knew the addition of the agenda when there was a shareholder proposed the agenda in the meeting. 2. Information regarding the shareholders who proposed to add a capital increase agenda and the reasons why those shareholders proposed the company to increase a capital as mentioned. 2.1 The group of the shareholders proposing the addition of capital increase agenda asked the board of directors in the meeting in relation to the Company's financial status and performance which is the information that the board of directors and the management have had in hands for the purpose of running the business and for holding the AGM meeting. When the board of directors has finished providing information to the shareholders, the shareholders proposed to the Company to add the capital increase agenda. 2.2 From the discussion in the shareholder meeting, the shareholders were of the opinion that in the future the Company will expand its business and invest in acquiring lands. The shareholders concerned about the debt to equity ratio which is currently high. In addition, the political instability might affect the sale and the borrowings of the Company. Thus, it is suitable for the shareholder meeting to consider and approve the capital increase for sale to the Private Placement in this AGM. This would provide greatly benefits to the Company. 2.3 By law, the addition of shareholder meeting agenda is the fundamental right of the shareholder in accordance with Section 105 of the Public Company Limited Act B.E. 2535. In this regard, shareholders holding in aggregate of 211,256,623 shares representing 46.28 percent of the total issued shares (representing 90% of the shareholders attending the meeting and having the right to vote) exercised their right to propose the increase of agenda in relation to the increase of capital. The meeting has resolved to approve to allocate the newly issued ordinary shares for allocation under the Private Placement which must not be at the low price and must not be allocated to a connected person. 2.4 In this regard, the increase of capital under the Private Placement has been approved with 211,643,623 votes equal to 90.51 of the shareholder attending the meeting and having the right to vote. 3. The reason why those shareholders proposed the company to increase a capital and offered as a private placement. The support information of those shareholders, including the reason why the company will not offer to the existing shareholders as a right offering The group of shareholders proposed to add agenda on capital increase and further asked and discussed the meeting on the offering under the Private Placement because the offering of shares under the Private Placement is the convenience way of raising funds with a short period of time and the process of doing so is not complicated. In addition, the Company can determine the appropriate investors for the business of the Company. Further, the Private Placement would help the Company raise fund in an amount that suits for the Company's necessary. On the other hand, the Right Offering (RO) is more complex and complicate and the Company might not receive the sufficient money from the shareholders who do not subscribe the offered shares. The meeting resolved that the increase of the Company's capital to be allocated under Private Placement in this time will greatly benefit the Company and not causing unfair or any siphon as the offer will not be at low price and will not be allocated to a connected person. 4. The opinion of the Company's Board of Directors and Audit Committee regarding the capital increase as a private placement and the use of proceeds plan. Although during the proposal to add the capital increase agenda and the resolution of the shareholders to offer for sale a Private Placement, the Board of Directors and the Audit Committee had not yet issued any opinion relating to such capital increase for Private Placement due to the fact that they had only received such information at the same time as the shareholders in the meeting, the Company nevertheless arranged for the meeting of Board of Directors for the purpose of issuance of the opinions on such Private Placement after the shareholders' meeting. From such meeting of the Board of Directors, the Company would like to clarify that the Board of Directors and the Audit Committee are of the following opinions: - Since the aforementioned proposal to add the capital increase agenda is the right of shareholders specified by law (Article 105 of the Public Limited Company Act B.E. 2535 (as amended) and the procedure for proposing to add the capital increase agenda was conducted in accordance with the criteria stipulated by law, i.e. the agenda was proposed by the shareholders holding shares altogether not less than one-third of the total number of shares of the Company sold, the Board of Directors of the Company therefore views the addition of such matter as one of the agenda for this AGM as lawful and appropriate. - The capital increase for Private Placement will enable the Company to have funding source in preparation for business expansion both at the presence and in the future. In this regard, due to the fact that the Company currently has several construction projects, especially Noble Ploenchit Project, which is a big project in need of large amount of capital and under current unstable political situation, which may affect sales and new project launching, as well as cause various financial institutions to decelerate financial supports for project development, rendering the Company to receive unavoidable impacts. Besides, the debt to equity ratio of the company is somewhat currently high. If the Company procures funding source by borrowing, the debt to equity ratio of the company will increase even further, causing the risk to shareholders to also increase. - The capital increase by way of issuance of new shares will serve as the expansion of investor base, which increase the amount and liquidity level of shares in the stock exchange that will create maximum benefits to the Company. 5. Additional explanations on Allocations of New Ordinary Shares as a Private Placement 5.1 Principle and method to select the private investors, including the reason and benefits that the Company will receive from the shares allocation to the specific persons apart from the incremental capital, and authorized persons who will be responsible for a private placement determination At the present, the Company has not selected the investors. Nevertheless, the Company's criteria and procedure for selecting the investors will particularly take into account maximum benefits of shareholders and the Company, whereby the criteria and procedure will be as specified by Board of Directors of the Company or authorized directors of the Company or persons appointed by the Board of Directors or authorized directors of the Company. In this regard, such investors will not be connected persons of the Company and the offering price specified must not be at the low price in accordance with the Notification of the Capital Market Supervisory Board No. ThorJor. 28/2551 Re: Application for and Approval of Offer for Sale of Newly Issued Shares and the Notification of the Office of the Securities and Exchange Commission No. SorJor. 39/2551 Re: Calculation of Offer Price of Securities and Determination of the Market Price for Consideration of Offer for Sale of Newly issued Shares at the Low Price. If the Company has any development on such matter, the Company will immediately disclose to the Stock Exchange of Thailand and shareholders. 5.2 Whether the new specific investors who receive this private placement allotment will involve in the Company's operating management or become the Company's directors. As mentioned in No. 5.1, the Company currently has not selected investor. The Company therefore cannot provide additional clarifications relating participation in the management of the Company or directorship of such investors. In this regard, if the Company as any development on such matter, the Company will immediately disclose to the SET and shareholders. 5.3 The effect to the existing shareholders from the allotment of new ordinary shares as a private placement, including price and control dilution At the present, the Company has not specified definite details with respect to issuance and allocation of capital increase shares to Private Placement. The Company therefore cannot provide definite details relating to control dilution and price dilution. The control dilution and price dilution will depend on the number of shares that will be allocated and offered for sales. Nevertheless, in the case of issuance and allocation of total capital increase shares of 200,000,000 shares, the existing shareholders will be impacted in terms of dilution control in the amount equivalent to 30.47%. In terms of price dilution, the offering of shares in accordance with shareholders' meeting resolution of which the offering price specified must not be at low price as specified in Notification of The Securities and Exchange Commission and the maximum price dilution must not exceed 3.05%. 5.4 The expected period of new ordinary shares allocation and whether the Company will specify the conditions or other agreements with specific investors who obtain the new ordinary shares allocation and how? At the present, the Company has not specified the definite detail relating to time period expected for allocations of capital increase shares, as well as any other terms and conditions imposed on persons receiving allocation of capital increase shares. Nevertheless, the criteria with respect to such matter will be as specified by board of directors of the Company or authorized directors of the Company or persons appointed by the board of directors or authorized directors of the Company. In this regard, if the Company has any development on such matter, the Company will immediately disclose to the SET and shareholders. Please be informed accordingly. Sincerely, Sitti Leelakasamelerk Director 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. 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