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Date/Time
02 May 2014 19:19:00
Headline
Clarification on the Addition of Agenda in relation to the Capital Increase in the AGM
Symbol
NOBLE
Source
NOBLE
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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

______________________________________________________________________
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