15 May 2019 08:22:00
Notification of the Board of Directors resolution regarding the approval of interim dividend payment and schedule for the Extraordinary General Meeting of Shareholders No.1/2019 (EGM 1/2019)
Acquisition or disposition of assets Approve the restructuring plan of a company group by transferring the entire business of Saraburi Quicklime Co., Ltd. ("SQL") to Golden Lime Public Company Limited ("the Company"). As SQL, is a subsidiary of the Company, which the Company holds its shares at 99.99 percent of total shares and SQL's business is the manufacturer and distributor of lime. This restructuring plan will propose to the shareholder's meeting for their consideration and approval to acquire the entire business from SQL. In this regard, the executive directors or any person will be assigned to have an authorization for consideration, approval or any action which is necessary for purchasing and acquiring the entire business transfer of SQL. For example, liaison with government authorities, amendment, alteration until the completion of entire business transfer. This includes the determination of the date of acquisition of the business, the purchase price and acquired price of the entire business. Accordingly, the board of directors has assigned the executive committee to determine and finalize the value of SQL's business by taking into consideration of the most benefits of the Company and in accordance with the relevant laws such as Securities and Exchange Act, Public Company Limited Act and Thai Revenue Code including relevant regulations. Then, when the finalization of the purchase price by the executive committee, the Company will disclose the said price to the Stock Exchange of Thailand ("SET') and stipulated in the invitation letter of shareholder's meeting No. 1/2019 for their consideration and approval. Please see more details in Information Memorandum of the Purchase and Acquisition of Entire Business Transfer from Saraburi Quicklime Co., Ltd. to Golden Lime Public Company Limited (attachment 1) Moreover, as SQL is a subsidiary of the Company which the Company holds its shares at 99.99 percent, the purchase, and acquisition, as mentioned above, are not subject to the acquisition or disposal of assets transaction or connected transaction pursuant to Securities & Exchange Commission, Thailand and Stock Exchange of Thailand. However, to comply with section 107 (2)(b) of the Public Limited Company Act B.E. 2535, it will be presented this matter to the shareholders' meeting for their approval. ______________________________________________________________________ Connected transaction Approve signing of the Letter of Intent ("LOI") / Memorandum of Understanding ("MOU") of the service agreement for the Solar Farm Project with a company having a common director(s) with major shareholder. Letter of Intent / Memorandum of Understanding is signed with Christiani & Nielsen Energy Solutions ("CNES") to provide services of designing, shortlisting and selecting suppliers, obtain necessary approvals and providing services to erect a Solar Farm of 2-2.5 MW capacity. The electricity produced shall be used in the production process at Chongsalika Plant, No. 7, Soi 11, Line 3, Moo 12, Saraburi-Lom Sak Road, Chong Sarika Sub-District, Phatthana Nikhom District, Lopburi Province. CNES has submitted the best techno-commercial offer for the 2MW Solar Farm project. The solar farm project is commercially attractive and feasible upon obtaining (Condition Precedents) 1. BOI privileges 2. Credit facility from a financial institution 3. All other permits necessary to build and operate Solar Farm to produce electricity Upon successful completion of above listed conditions precedents, the Company will enter into definitive agreements with CNES and other sub-contractors identified and shortlisted by CNES. The EPC Contract with CNES will for a total consideration of THB 13,938,158.90. Though the contract value with each individual contractor and subcontractor(s) (CNES and other subcontractors under facilitation of CNES) is below THB 50 Million, the Management is seeking Board of Directors approval for the project as the total aggregate amount of the project is more than THB 50 Million. Therefore, if the service contract is signed for engineering, procurement and construction of solar farm project, the Company shall make necessary disclosures to the Stock Exchange of Thailand ("SET") in compliance with conditions of disclosing investment information, including information on asset acquisition transaction and related transactions as per the rules, regulations and conditions of SET. ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Cash dividend payment Date of Board resolution : 14-May-2019 Type of dividend payment : Cash dividend payment Record date for the right to receive : 29-May-2019 dividends Ex-dividend date : 28-May-2019 Payment for : Common shareholders Cash dividend payment (baht per share) : 0.12 Derived from profit under non-BOI : 0.10 privilege (baht per share) Derived from profit under BOI privilege : 0.02 (baht per share) Par value (baht) : 1.00 Payment date : 13-Jun-2019 Paid from : Operating period from 01-Jan-2019 to 31-Mar-2019 and retained Earnings ______________________________________________________________________ Schedule of Shareholders' meeting Subject : Schedule of Extra-General Meeting of Shareholders Date of Board resolution : 14-May-2019 Shareholder's meeting date : 14-Aug-2019 Beginning time of meeting (h:mm) : 13 : 30 Record date for the right to attend the : 19-Jul-2019 meeting Ex-meeting date : 18-Jul-2019 Significant agenda item : - Cash dividend payment - Acquisition and disposition of assets - Approve the amendment of the Memorandum of Association Clause 3, regarding the objectives of the Company, by adding 1 new Clause as Clause 36. In order for the objectives of the Company to be clear, covering the business, and in accordance with the operations that the Company has invested in the power generation project with the 2 MW on the Solar Farm. The System will produce electricity for use in the production process of the Company, which the implementation of the said project must be carried out in the application for a license and for the purpose of the Company to cover the licensing of such matters. Therefore, need to add 1 more objective of the Company to Article 36, with the following details: "(36) Build, own and operate electric power plants to produce electricity and/or steam using renewable and/or non renewable energy resources , for captive consumption and/or for wholesale; electric power transmission and distribution," The Board of Directors will propose to the EGM 1/2019 for approval the amendment of the Memorandum of Association Clause 3, regarding the objectives of the Company, by adding Clause 36 to the objectives of the Company. Previously: "Clause 3. Objective of company have 35 clauses, the detail as per BorMorJor.002 attached herewith." Amendment to: "Clause 3. Objective of company have 36 clauses, the detail as per BorMorJor.002 attached herewith." The registration of the amendment will be authorized to the authorize directors of the Company and/or a person assigned by these directors who are authorized to register the amendment to the Memorandum of Association and any relevant transactions including amendment and addition of wording or taking of any action in order to comply with the order of the Registrars. Venue of the meeting : AVANI Atrium Bangkok, Bussarakam Ballroom, the Avani Atrium, Hotel, No. 1880 New Petchburi Road, Bangkapi, Huay Kwang, Bangkok. ______________________________________________________________________ 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.