(Translation)
No. Dimet 010-2022
7 July 2022 | |
Subject | Determination of the subscription date and the date for payment of subscription of newly issued |
ordinary shares of DIMET Siam Public Company Limited to be allocated by way of Private Placement | |
Attention | The President |
The Stock Exchange of Thailand |
As the Extraordinary General Meeting No.1/2022 which held on June 30, 2022 of Dimet Siam Public Company Limited (the "Company") has resolved to approve the increase of the registered capital of the Company, including the allocation of the newly issued shares of the Company by the way of Private Placement to existing shareholder of SGMP Company Limited (the "SGMP"), namely Gold Dynamic Holdings Limited which is a Hong Kong juristic person (the "Seller of SGMP Shares") in the amount of 423,000,000 shares at a par value of THB 0.50 per share, with the offering price of THB 0.59 per share, totalling THB 249,570,000 as payment in kind for the purchase of the shares of SGMP to the Seller of SGMP Shares. In this regard, the Seller of SGMP Shares shall pay the purchase price with 6,150,000 shares of SGMP at a par value of THB 5 per share which fully paid-up, or representing 30 percent of all issued and paid-up shares of SGMP instead of cash payment.
The issuance and allocation of newly issued ordinary shares in consideration of the acquisition of shares in SGMP to the Seller of SGMP Shares as aforementioned above constitutes a private placement of newly issued ordinary shares constitutes an offering of newly issued ordinary shares by way of private placement, whereby the Shareholders' Meeting of the Company has passed a resolution to specifically determine the offering price at THB
0.59 per share which is not lower than 90% of the market price of the Company's shares pursuant to the Notification of the Capital Market Supervisory Board No. TorJor. 72/2558 Re: Permission for Listed Companies to Offer Newly Issued Shares to Specific Investors dated October 28, 2015 (as amended) (the "Notification No. TorJor. 72/2558"). In this regard, the "market price" refers to the weighted average price of the Company's shares listed on the Stock
Exchange of Thaialnd ("the SET") for the past period of at least 7 consecutive business days from May 5, 2022 to May 13, 2022, which is equal to THB 0.54 per share (Source: SETSMART from www.setsmart.com).
In this regard, the Company is already received the approval to offer the newly issued ordinary shares to the Private Placement under Notification No. TorJor. 72/2558 from the Office of Securities and Exchange Commission on 7 July 2022.
On July 7 July 2022, the Company's authorized director who has been authorized by the Extraordinary General Meeting of Shareholders No. 1/2022 has approved the offering period, the details of the offering of newly issued ordinary shares by scheduling the offering period on 7 July 2022.
On 7 July 2022, the Company has received payment for the newly issued ordinary shares from the Seller of SGMP Shares for 423,000,00 newly issued ordinary shares with 6,150,000 shares of SGMP with the share swap ratio of 1 ordinary share of SGMP per 102.439 newly issued ordinary shares of the Company (fraction is discarded).
In compliance with the Notification of the Stock Exchange of Thailand Re: Rules, Conditions and Procedures for Consideration of Application for Listing of Ordinary Shares or Preferred Shares for Capital Increase as Listed Securities B.E. 2558 (2015), dated May 11, 2015 (as amended) (the "SET Notification"). The Company has demonstrated the market price of the Company's shares pursuant to the SET Notification for the previous 15 consecutive business days before the first day of offering the newly issued ordinary shares to the Seller of SGMP Shares, which is period between 15 June 2022 to 6 July 2022 was equal to THB 0.52 per shares (Source: SETSMART via www.setsmart.com), with the details as follows:
Trading Volume | Trading | Average Price (THB) | ||||||||||
No. | Date | Value(THB | ||||||||||
(Shares) | ||||||||||||
Million) | ||||||||||||
1 | 6 July 2022 | 2,107,701 | 1,061.74 | 0.50 | ||||||||
2 | 5 July 2022 | 7,374,400 | 3,757.45 | 0.51 | ||||||||
3 | 4 July 2022 | 1,327,300 | 703.54 | 0.53 | ||||||||
4 | 1 July 2022 | 3,991,200 | 2,144.19 | 0.54 | ||||||||
5 | 30 June 2022 | 9,623,268 | 5,227.05 | 0.54 | ||||||||
Trading Volume | Trading | Average Price (THB) | ||||||||||
No. | Date | Value(THB | ||||||||||
(Shares) | ||||||||||||
Million) | ||||||||||||
6 | 29 June 2022 | 15,437,500 | 8,370.28 | 0.54 | ||||||||
7 | 28 June 2022 | 2,644,700 | 1,376.10 | 0.52 | ||||||||
8 | 27 June 2022 | 1,821,700 | 932.53 | 0.51 | ||||||||
9 | 24 June 2022 | 3,308,100 | 1,662.65 | 0.50 | ||||||||
10 | 23 June 2022 | 4,299,400 | 2,191.69 | 0.51 | ||||||||
11 | 22 June 2022 | 4,840,800 | 2,442.67 | 0.50 | ||||||||
12 | 21 June 2022 | 1,986,410 | 1,013.11 | 0.51 | ||||||||
13 | 20 June 2022 | 1,636,000 | 835.14 | 0.51 | ||||||||
14 | 17 June 2022 | 1,840,600 | 946.96 | 0.51 | ||||||||
15 | 16 June 2022 | 4,300,781 | 2,211.98 | 0.51 | ||||||||
The weighted average price for 15 consecutive business days (THB/share) | 0.52 | |||||||||||
90 percent of the weighted average price for 15 consecutive business days | 0.47 | |||||||||||
(THB/share) | ||||||||||||
In this regard, such offering price of the newly issued ordinary shares at THB 0.59 per share is not lower than 90 percent of the market price of the Company's shares pursuant to the SET Notification, which is equal to THB 0 . 4 7 per share. Therefore, the issuance and allocation of the newly issued ordinary shares to the Seller of SGMP Shares is not deemed as an offering with the lower price and the Seller of SGMP Shares who is allocated 423,000,000 shares shall not be subject to the Silent Period according to the Notification of the SET Notification.
In addition, as the offering price of the newly issued ordinary shares at THB 0.59 per share is not lower than 90 percent of the the weighted average price of the Company's shares listed on the SET for the past period of at least 7 consecutive business days prior to the first day of the offering of the ordinary shares to a private placement at this time, therefore, it is not considered as a reason to the right adjustment as specified in the terms and conditions governing rights and obligations of the warrant issuer and the warrant holders representing rights to purchase ordinary share for the warrants to purchase ordinary shares of the Company Series 4. Therefore, the Company has no obligation to adjust the exercise price and/or the exercise ratio according to the warrants to purchase ordinary shares of the Company Series 4
Please be informed accordingly.
Sincerely yours,
Dimet (Siam) Public Company Limited
Signed
(Mrs. Anya Thaworanun)
Corporate Secretary