News Detail

Date/Time
02 Jul 2021 17:48:00
Headline
Report on resolutions of the EGM No. 1/2021 and Notification of the Subscription Period and Payment for the Subscription of the New Ordinary Shares of XSpring Capital Public Company Limited (Amended)
Symbol
XPG
Source
XPG
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                Schedule of Shareholders' meeting

Subject                                  : Schedule of Extra-General Meeting of 
Shareholders
Date of Board resolution                 : 14-May-2021
Shareholder's meeting date               : 01-Jul-2021
Beginning time of meeting (h:mm)         : 14 : 00
Record date for the right to attend the  : 28-May-2021
meeting
Ex-meeting date                          : 27-May-2021
Significant agenda item                  :
  - Capital increase
Venue of the meeting                     : an Electronic Meeting (E-EGM)
______________________________________________________________________

Increasing Capital

Subject                                  : Specifying  the purpose of utilizing 
proceeds
Date of Board resolution                 : 14-May-2021
Number of additional common shares       : 7,613,161,344
(shares) (Update)
Total of additional shares (shares)      : 7,613,161,344
(Update)
Par value (baht per share)               : 0.50
Type of allocated securities             : Common shares
  Allocated to                           : All Common shares' shareholders
     Number of allotted shares (shares)  : 5,731,340,148
     Ratio (Old : New)                   : 1 : 2
     Subscription price (baht per share) : 0.50
    Subscription period                  : From 20-Aug-2021 to 26-Aug-2021
    Record date for the right to         : 29-Jul-2021
subscribe additional shares
    Ex-Rights Date (XR)                  : 27-Jul-2021
  Allocated to                           : Private placement
    Person(s) receiving allotment(s)     : Sansiri Public Company Limited
Viriyah Insurance Public Company Limited
Mr. Mongkol Prakitchaiwattana
    Number of allotted shares (shares)   : 1,035,338,000
    % of Paid Up Capital after capital   : 11.17
increase (Update)
    Subscription price (baht per share)  : 4.10
    Total shares allocated to Private    : 1,035,338,000
Placement (Shares)
  Allocated to                           : Reserved shares for the right 
adjustment of convertible securities
    Number of allotted shares (shares)   : 846,483,196
Remark (Update)                          :
5.2 On 30 June 2021, a large number of XPG-W4 warrant holders exercised the 
XPG-W4 warrants, equivalent to 176,480,402 ordinary shares of the Company.
Therefore, the outstanding ordinary shares of the Company have increased by the
foregoing number of shares (the "Increasing Ordinary Shares"). The holders of
the Increasing Ordinary Shares whose names are registered in the Company's
shareholders register by the Record Date to determine shareholders who are
entitled to the offering and allocation of new ordinary shares in the Rights
Offering shall be entitled to subscribe for the new ordinary shares in the
Rights Offering. Accordingly, the Company deemed it necessary to allocate a
portion of new ordinary shares which were to be allotted for the right
adjustments under the XPG-W4 warrants (referred to in item no. 5.4 below) to the
existing shareholders of the Company in proportion to their shareholding
(referred to in item no. 5.2) in the amount of 352,960,804 ordinary shares of
the Company, for sufficient allocation of new ordinary shares in the Rights
Offering in the ratio of 1 existing ordinary share to 2 new ordinary shares.
Consequently, new ordinary shares to be allocated to the existing shareholders
in proportion to their shareholding increased from no more than 5,378,379,344
shares to no more than 5,731,340,148 shares.

5.4 The Company allocated 352,960,804 of new ordinary shares which were to be 
allotted for the right adjustments under the XPG-W4 warrants to the existing
shareholders of the Company in proportion to their shareholding and thereby new
ordinary shares for the right adjustments under the XPG-W4 warrants decreased
from no more than 1,199,444,000 shares to no more than 846,483,196 shares.

If there are remaining new ordinary shares after the allocation to support the 
right adjustments under the XPG-W4 warrants according to the Terms and
Conditions, the Company will reduce its registered capital by cancelling the
remaining new ordinary shares. The Company will seek approval thereof from its
shareholders at a shareholders meeting.

If the new ordinary shares of the Company are not sufficient for allocation to 
support the right adjustments under the XPG-W4 warrants according to the Terms
and Conditions, the Company will seek approval from its shareholders meeting in
order to increase its registered capital and additionally allocate new ordinary
shares to support the right adjustments under the XPG-W4 warrants.

In doing so, the Company will mainly take into account the benefits of the 
Company and holders of XPG-W4 warrants.
______________________________________________________________________

Increasing Capital

Subject                                  : Issuance  of Additional Shares Under 
a General Mandate
Date of Board resolution                 : 14-May-2021
Number of additional common shares       : 165,385,167
(shares)
Total of additional shares (shares)      : 165,385,167
Par value (baht per share)               : 0.50
Type of allocated securities             : Common shares
  Allocated to                           : Private placement
    Number of allotted shares (shares)   : 165,385,167
    % of Paid-Up capital as of capital   : 10.00
increase BOD resolution date
______________________________________________________________________
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of the information and related documents of listed company or issuer to the
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