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29 เม.ย. 2557 17:37:00
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SET requires NOBLE to clarify the additional private placement capital increase agenda in the AGM
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NOBLE
แหล่งข่าว
SET
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คลิกที่นี่เพื่อดาวน์โหลดรายละเอียดข่าวรูปแบบเต็ม
                Information analysis

Subject                                  : Reminding investors to analyze 
Information
Security Symbol
  - NOBLE DEVELOPMENT PUBLIC COMPANY LIMITED (NOBLE)
Description                              :
SET requires NOBLE to clarify the case that the shareholders holding 46.28% of 
the issued shares proposed to the Annual General Shareholders' Meeting held on
April 28, 2014 to add an agenda concerning the capital increase and offering as
a private placement by issuing 200,000,000 shares at the par value Baht 3 per
share, totaling Baht 600,000,000 which equals to 43.81% of the paid-up capital
prior to the capital increase (Baht 1,369,413,525), that affected to the
shareholders' benefits. Therefore, SET requires NOBLE to clarify information via
SETSMART within May 6, 2014 and encourages the shareholders and investors to
study information regarding the Company's clarification before making investing
decision.
As Noble Development Public Company Limited (NOBLE) disclosed the resolutions of
the Annual General Shareholders' Meeting for the year 2014 held on April 28,
2014 stated that in Agenda 8, the shareholders holding in total of 211,256,623
shares, representing 46.28% which is more than  one-third of total issued
shares, proposed to add an agenda in the Annual General Meeting and requested
the meeting to consider the increase of the Company's registered capital from
Baht 1,369,413,525 to Baht 1,969,413,525 or from 456,471,175 shares to
656,471,175 shares by issuing 200,000,000 new ordinary shares at the par value
Baht 3 per share,  totaling Baht 600,000,000 which equals to the capital
increase by 43.81% of the paid-up capital prior to a capital increase, and
offering as a private placement. The Annual General Shareholders' Meeting
approved to authorize the Board of Directors or authorized representatives or
any persons to be delegated by the Board of Directors or authorized
representatives to have the right to allocate 200,000,000 new ordinary shares to
private placement investors pursuant to the Notification of the Capital Market
Supervisory Board No. Tor Chor 28/2551 which the private placement investors to
be determined shall not be a connected person of the Company and the offering
price to be determined shall not be at discount as prescribed under the
Notification 28/2551. The Company stated that the objectives of this capital
increase are to support business expansion and/or repay debts and/or to be used
as a working capital of the Company. Besides, the debt to equity ratio will be
decreased. Details as disclosed on SETSMART dated on April 28, 2014.
    Since the agenda of the capital increase as a private placement is a 
significant issue which affects to the benefits of shareholders and investors,
the listed Companies should inform the shareholders prior to the Annual General
Shareholders' Meeting in order to let the shareholders carefully consider and to
be aligned with a good corporate governance. Therefore, in order to let the
shareholders and general investors have information for investing decision, SET
requires NOBLE to clarify the additional information concerning the following
issues and disclose via SETSMART within May 6, 2014.
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.
2.    Details of the shareholders who proposed to add a capital increase agenda and
the reason why those shareholders proposed the company to increase a capital as
 mentioned.
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
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.
5.    Clarify additional information regarding the allotment 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
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.
5.3    The effect to the existing shareholders from the allotment of new ordinary 
shares as a private placement, including price and control dilutions.
5.4    The expected period of new ordinary shares allotment and whether the Company
will specify the conditions or other agreements with specific investors who
obtain the new ordinary shares allotment and how?
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