05 Apr 2018 08:42:00
Notification of the Board of Directors No.6/2018 Re: Convening the EGM No.1/2018; an Acquisition of Assets and Connected Transaction for the Entire Business Transfer and Allocation of Securities to the Specific Investor (PP) (amemded)
Acquisition or disposition of assets Details as Attachment 1: Information Memorandum of Hydrotek Public Company Limited Re: Acquisition of Assets and a Connected Transaction in Relation to the Acceptance of the Entire Business Transfer and Allocation of the Newly Issued Securities ______________________________________________________________________ Change of director/Executive Board of Directors' Meeting No.6/2017 approved to propose to the shareholders' meeting to consider and approve an appointment of the additional director. After such appointment of the additional director, the Board of Directors will consist of 7 directors. ______________________________________________________________________ Increasing Capital Subject : Specifying the purpose of utilizing proceeds Date of Board resolution : 03-Apr-2018 Number of additional common shares : 195,000,000 (shares) Total of additional shares (shares) : 380,314,690 Par value (baht per share) : 1.00 Type of allocated securities : Common shares Allocated to : Private placement Person(s) receiving allotment(s) : SUTG Holding Company Limited which shall be established within 30 April 2018 Number of allotted shares (shares) : 195,000,000 % of Paid Up Capital after capital : 24.84 increase Subscription price (baht per share) : 1.00 Subscription period (Update) : From 10-May-2018 to 10-Aug-2018 Total shares allocated to Private : 195,000,000 Placement (Shares) Remark : Attachment 2: Information Memorandum regarding the Offering and Allocation of the Newly Issued Shares and Convertible debenture of Hydrotek Public Company Limited to the Specific Investor (Private Placement) ______________________________________________________________________ Connected transaction Details as Attachment 1: Information Memorandum of Hydrotek Public Company Limited Re: Acquisition of Assets and a Connected Transaction in Relation to the Acceptance of the Entire Business Transfer and Allocation of the Newly Issued Securities ______________________________________________________________________ Issued Convertible Securities Subject : Issued convertible securities Date of Board resolution : 03-Apr-2018 Type of allocated securities : Convertible debentures Allocate to : Private placement (PP) Person(s) receiving allotment(s) : SUTG Holding Company Limited which shall be established within 30 April 2018 Number of allotted convertible : 265,000 debentures (units) Reserved shares for the exercise of : Common shares convertible debentures Number of additional shares (shares) : 185,314,690 Offering price (baht per unit) : 1.00 Offering date : From 10-May-2018 to 10-May-2019 Description of convertible debentures Name of convertible debentures : Conversion Bonds of Hydrotek Public Company Limited No. 1/2018 Conversion ratio(debentures : 1 : 699.30071 :shares) Conversion price (baht per share) : 1.43 Term of convertible debentures : 3 Years Remark : Details as Attachment 4: Key Terms and Conditions of the newly issued Convertible bonds with a Conversion Right into Hydrotek Public Company Limited's Ordinary Share to the Specific Investor ______________________________________________________________________ Schedule of Shareholders' meeting Subject : Schedule of Extra-General Meeting of Shareholders Date of Board resolution : 03-Apr-2018 Shareholder's meeting date : 10-May-2018 Beginning time of meeting (h:mm) : 14 : 00 Record date for the right to attend the : 18-Apr-2018 meeting Ex-meeting date : 17-Apr-2018 Significant agenda item : - Capital increase - Acquisition and disposition of assets - Connected transaction - The issuance of convertible securities - Changing the director(s) Venue of the meeting : At Meeting Room, Floor 25th, TP&T Tower, No. 1, Soi Vibhavadee Rangsit 19,Vibhavadee Rangsit Road, ChatuchakSub-District, Chatuchak District, Bangkok, 10900 Remark : Board of Directors approved that the determination of the date of the Extraordinary General Meeting of Shareholders No.1/2017 will be held on May 10, 2018 at 2.00 p.m., at Meeting Room, 25th Floor of TP&T Building, No. 1, Soi Vibhavadi Rangsit 19, Vibhavadi Rangsit Road, Chatuchak Sub-District, Chatuchak District, Bangkok 10900. Details as Notification of the Board of Directors No.6/2018 Re: Convening the Extraordinary Shareholders' Meeting No.1/2018; an Acquisition of Assets and Connected Transaction for the Entire Business Transfer and Allocation of Securities to the Specific Investor (Private Placement) ______________________________________________________________________ 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.