News Detail

Date/Time
15 May 2019 08:22:00
Headline
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)
Symbol
SUTHA
Source
SUTHA
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                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.
______________________________________________________________________
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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
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clarification regarding this announcement, please directly contact listed
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