08 Feb 2017 18:02:00
Investment in the Solar Power Plant Project of Negros PH Solar Inc. (Amendment 2)
Meeting schedule of securities holders Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 26-Jan-2017 Significant agenda item : - Acquisition and disposition of assets Remark (Update) : DCORP 15/2017 February 8, 2017 Re: Investment in the Solar Power Plant Project of Negros PH Solar Inc. (Amendment 2) To: President The Stock Exchange of Thailand Enclosure: 1. Information Memorandum regarding the Acquisition of Asset of Demeter Corporation Public Company Limited The Meeting of the Board of Directors No. 1/2017 of Demeter Corporation Public Company Limited (the "Company") was held on January 26, 2017 at 10.00 p.m. The Company would like to inform that the meeting resolved to approve the investment in the solar power plant project located in Bacolod City, Negros Occidental (the "Project") as owned and operated by Negros PH Solar Inc. The power production capacity under the Solar Energy Service Contract is 50 MW. The meeting also resolved to propose the following transaction to the shareholders for approval: - Acquisition of 10,000 ordinary shares in Negros PH Solar Inc. ("NPSI") from the existing shareholder, equivalent to 40 percent of the total issued capital of NPSI, at the total purchase price of USD 600,000 (the "Transaction"). Based on this share acquisition transaction, the Company will not have control but significant influence over NPSI. Therefore, the equity method of accounting will be used to account for the investment in the Company's accounting entry. Based on calculation of the transaction size, the transactions have a maximum size in aggregate of 12.08%, and when combining this transaction with the investment in the biogas power plant of Aukkarawat Plant Renewable Energies Co., Ltd., which takes place during 6 months prior to the date of decision to enter into transaction, the transaction will have a transaction size in aggregate of 39.90%, and therefore the transactions are considered as a type 2 transaction having a value of more than 15% but lower than 50% in accordance with the Notification of the Capital Market Supervisory Board No. Tor Jor. 20/2551, Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets B.E. 2547 (the "Acquisition and Disposal Rule"). Accordingly, the Company has a duty to disclose the information memorandum of such transactions to the Stock Exchange of Thailand and to send the information memorandum of such transactions to its shareholders within 21 days after disclosing to the Stock Exchange of Thailand. However, in order for the shareholders to consider and decide to enter into the transaction, the Company considers that the transaction should be proposed for approval by the shareholders. In this regard, the Transaction will be proposed to the board of director's meeting for approval within March 2017 in order for the Transaction to be proposed to the shareholders' meeting within April 2017. The Company will deliver the Notice calling the shareholders' meeting to all shareholders, and the agenda items and the details of the project will be addressed in such Notice. Therefore, the Company will not send the information memorandum of such project to its shareholders within 21 days after disclosing to the Stock Exchange of Thailand in accordance with the Acquisition and Disposal Rule. ______________________________________________________________________ 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.