News Detail

Date/Time
08 Feb 2017 18:02:00
Headline
Investment in the Solar Power Plant Project of Negros PH Solar Inc. (Amendment 2)
Symbol
DV8
Source
DV8
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                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.
______________________________________________________________________

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