Report on the results of sale of common shares offered to private placement (F53-5)
13/01/2025Notification of the Resolutions of the Board of Directors’ Meeting No. 4/2024 (added Information Memorandum DR.J) (Revised)
15/01/2025The results of sale of shares (F53-5)
Report date of securities allocation : 13-Jan-2025
Type of offered securities
Common shares
Offered to
Private placement (PP)
Name of private placement : Miss Pattamavadee Chumsang
Number of allotted shares : 600
Number of subscribed shares (shares) : 600
Organics Holding Corporation Company Limited
12,250,000
12,250,000
Organics Asset Holding Corp Company Limited
12,750,000
12,750,000
Creative 9 Holding Company Limited
29,999,400
29,999,400
Remaining of allotted shares based on : 55,000,000
shareholders' resolution
Subscription price (baht per share) : 4.00
Subscription and payment period (Update) : From 10-Jan-2025 to 10-Jan-2025
Total subscribed shares (shares) : 55,000,000
Number of remaining shares (shares) : 0
Summary
Total allotted shares (shares) : 55,000,000
Total subscribed shares (shares) : 55,000,000
Total remaining shares (shares) : 0
Total amount (baht) (Update) : 0.00
Total expense (baht) : 0.00
Expense details : -
Net amount received (baht) (Update) : 0.00
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Remark (New) :
- The allocation of the Company's newly issued shares serves as a consideration
for the acquisition of ordinary shares from TI and DRJ Group by the Company
instead of a cash payment (Share Swap), as approved by the Extraordinary General
Meeting of Shareholders No. 1/2024 held on December 19, 2024 as per brief
details below.
1.1 Acquisition of ordinary shares of TI
The acquisition of all ordinary shares of Technology Intelligence Company
Limited ("TI") in the amount of not exceeding 50,000 shares with a par value of
THB 100 per share at the purchase price of THB 2,400 per share, at a total
purchase price of not exceeding THB 120,000,000, representing 100 percent of the
total issued and paid-up shares of TI, from two existing shareholders of TI
(collectively referred to as the "Sellers of TI's Shares") as below.
(1) Creative 9 Holding Co., Ltd. ("C9 Holding") by way of the Entire Business
Transfer (or EBT) whereby the Company will buy and obtain the entire business of
C9 Holding which includes all assets, debts, rights, obligations, and
liabilities of C9 Holding at present and in the future as of the date of the
EBT. C9 Holding does not have any debts and only have the ordinary shares of TI
in the amount of 49,999 shares with a par value of THB 100 per share or being
equivalent to 99.998 percent of the total issued and paid-up shares of TI.
Additionally, it does not hold any ordinary shares in other companies.
Therefore, at the EBT closing date, the Company will acquire TI's ordinary
shares from C9 Holding in the amount of 49,999 shares at the purchase price of
not exceeding THB 119,997,600. After the completion of the EBT, C9 Holding will
further proceed with the dissolution and the liquidation process afterward which
is expected to be completed by the year 2025.
(2) Ms. Pattamavadee Chumsang ("Ms. Pattamavadee"), which hold the ordinary
share of TI in the amount of 1 share with a par value of THB 100 per share or
being equivalent to 0.002 percent of the total issued and paid up shares of TI.
The Company will acquire the ordinary share of TI from Ms. Pattamavadee in the
amount of 1 share at the purchase price of not exceeding THB 2,400.
The Company will pay consideration for the Transaction to Purchase Ordinary
Shares of TI to the Sellers of TI's Shares in a total amount not exceeding THB
120,000,000 with the Company's newly issued ordinary shares in substitute for
cash. The share swap ratio is 1 ordinary share of TI per 600 newly issued
ordinary shares of the Company as per the following details:
(1) The Company will pay consideration for the purchase and transfer of C9
Holding's entire business totaling not exceeding THB 119,997,600, in the amount
of 29,999,400 shares, or representing 6.18544 percent of the total issued and
paid-up shares of the Company (calculated from the total issued and paid-up
shares after entering into the Transaction to Purchase Ordinary Shares of TI)
with a par value of THB 0.50 at the purchase price of THB 4.00 per share,
totaling the amount not exceeding THB 119,997,600.
(2) The Company will pay consideration for purchasing of TI's ordinary share
from Ms. Pattamavadee totaling not exceeding THB 2,400, in the amount of 600
shares, or representing 0.00012 percent of the total issued and paid-up shares
of the Company (calculated from the total issued and paid-up shares after
entering into the Transaction to Purchase Ordinary Shares of TI) with a par
value of THB 0.50 at the purchase price of THB 4.00 per share, totaling the
amount not exceeding THB 2,400.
1.2 Acquisition of ordinary shares of DRJ Group
The acquisition of ordinary shares of (1) Doctor Jel Company Limited ("DRJ") (2)
Organics Innovations Company Limited ("OIN") and (3) Organics Greens Farm
Company Limited ("OGF") (collectively referred to as "DRJ's Group Company") at
the purchase price of not exceeding THB 100,000 from Organics Holding
Corporation Company Limited ("Organics Holding") and Organics Asset Holding Corp
Company Limited ("Organics Asset Holding Corp") (collectively referred to as
"Organics") by way of the Entire Business Transfer (or EBT) whereby the Company
will buy and obtain the entire business of Organics which includes all assets,
debts, rights, obligations, and liabilities of Organics at present and in the
future as of the date of the EBT. Organics does not have any debts and only has
(1) the ordinary shares of DRJ in the amount of 50,000 shares with a par value
of THB 100 per share or being equivalent to 100.00 percent of the total issued
and paid-up shares of DRJ, (2) the ordinary shares of OIN in the amount of
50,000 shares with a par value of THB 100 per share or being equivalent to
100.00 percent of the total issued and paid-up shares of OIN, and (3) the
ordinary shares of OGF in the amount of 50,000 shares with a par value of THB
100 per share or being equivalent to 100.00 percent of the total issued and
paid-up shares of OGF. Additionally, it does not hold any ordinary shares in
other companies. Therefore, at the EBT closing date, the Company will be
transferred of DRJ's Group Company's ordinary shares from Organics as follows:
(1) Ordinary shares of DRJ, in the amount of 50,000 shares, with the total price
of not exceeding THB 21,000,000. The Company will pay consideration for the
Transaction to Purchase Ordinary Shares of DRJ to Organics in a total amount not
exceeding THB 21,000,000 with the Company's newly issued ordinary shares in
substitute for cash. The share swap ratio is 1 ordinary share of DRJ per 105
newly issued ordinary shares of the Company. The Company will pay consideration
for the purchase and obtain of Organics' entire business totaling not exceeding
THB 21,000,000, in the amount of 5,250,000 shares, or representing 1.08 percent
of the total issued and paid-up shares of the Company (calculated from the total
issued and paid-up shares after entering into the Transaction to Purchase
Ordinary Shares of DRJ) with a par value of THB 0.50 at the purchase price of
THB 4.00 per share, totaling not more than THB 21,000,000.
(2) Ordinary shares of OIN, in the amount of 50,000 shares, with the total price
of not exceeding THB 10,000,000. The Company will pay consideration for the
purchase and obtain the entire business from Organics, totaling not exceeding
THB 10,000,000, with the Company's newly issued ordinary shares, in substitute
for cash. The share swap ratio is 1 ordinary share of OIN per 50.00 newly issued
ordinary shares of the Company. The Company will pay consideration for the
purchase and obtain of Organics' entire business totaling not exceeding THB
10,000,000, in the amount of 2,500,000 shares, or representing 0.52 percent of
the total issued and paid-up shares of the Company (calculated from the total
issued and paid-up shares after entering into the Transaction to Purchase
Ordinary Shares of OIN) with a par value of THB 0.50 at the purchase price of
THB 4.00 per share, totaling not more than THB 10,000,000.
(3) Ordinary shares of OGF, in the amount of 50,000 shares, with the total price
of not exceeding THB 69,000,000. The Company will pay consideration for the
purchase and obtain the entire business from Organics, totaling not exceeding
THB 69,000,000, with the Company's newly issued ordinary shares, in substitute
for cash. The share swap ratio is 1 ordinary share of OGF per 345.00 newly
issued ordinary shares of the Company. The Company will pay consideration for
the purchase and obtain of Organics' entire business totaling not exceeding THB
69,000,000, in the amount of 17,250,000 shares, or representing 3.56 percent of
the total issued and paid-up shares of the Company (calculated from the total
issued and paid-up shares after entering into the Transaction to Purchase
Ordinary Shares of OGF) with a par value of THB 0.50 at the purchase price of
THB 4.00 per share, totaling not more than THB 69,000,000.
- The subscription price of 4.00 baht per share does not constitute a price
below 90% of the market price of the Company's ordinary shares, as stipulated in
the Securities and Exchange Commission's Notification No. TorJor. 28/2565
concerning the authorization for listed companies to offer new shares to
specific groups of persons ("Notification TorJor. 28/2565"). The "market price"
is calculated based on the volume-weighted average price of the Company's
ordinary shares on the Stock Exchange for the preceding 15 consecutive business
days prior to the date on which the Board of Directors resolved to submit the
agenda to the Extraordinary General Meeting of Shareholders for approval of the
Company's offer of additional ordinary shares to investors, namely, from October
17, 2567 to November 7, 2567, which was 3.7939 baht per share (data from
SETSMART at www.setsmart.com) (with the market price rounded up to 4 decimal
places if the 5th decimal place is greater than 5
Authorized to sign on behalf of the : Mr.Yodsawee Wattanateerakitja
company
Position : Chief Executive Officer
Mr.Santi Maneewong
Chief Financial Officer
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