(Translation) | |
Ref. MONO 010/2022 | |
August 10, 2022 | |
Subject: | Notification of the Board of Directors about the schedule of the Extraordinary General Meeting |
of Shareholders No.1/2022 by e-Meeting(E-AGM) and capital increase under General | |
Mandate | |
To: | President |
The Stock Exchange of Thailand |
Enclosures
1) Capital Increase Report Form (F 53-4)
According to the meeting of the Board of Directors of Mono Next Public Company Limited (the "Company") No. 4/2022 held on August 10, 2022, the Board of Directors has passed the following resolutions:
- The meeting has approved to propose the shareholders' meeting for consideration and approval on the increase in registered capital in the amount of 34,700,000Baht, divided into 347,000,000 ordinary shares at the par value of 0.10 Baht per share from previously 347,105,403.80 Baht to 381,805,403.80 Baht, divided into 3,818,054,038 ordinary shares at the par value of 0.10 Baht per share.
- The meeting has approved to propose the shareholders' meeting for consideration and approval on approve the amendment of Clause 4. of the Company's Memorandum of Association to be in line with the reduction of registered capital, as following details.
"Clause 4. Registered Capital | 381,805,403.80 Baht | (Three Hundred and Eighty-One |
Million, Eight Hundred and Five | ||
Thousand, Four Hundred and | ||
Three Baht Eighty Satang) | ||
divided into | 3,818,054,038 Shares (Three Thousand, Eight Hundred | |
and Eighteen Million, Fifty-Four | ||
Thousand, and Thirty-Eight | ||
Shares) | ||
Par value | 0.10 Baht | (Ten Satang) |
Classified as:
Ordinary Shares | 3,818,054,038 Shares (Three Thousand, Eight Hundred |
and Eighteen Million, Fifty-Four | |
Thousand, and Thirty-Eight | |
Shares) | |
Preferred Stock | - Shares" |
In this regard, the authorized director and/or a person who is assigned by such authorized director shall have authority to register for the change in Memorandum of Association with Department of Business Development as well as to amend and insert any statement or proceed complying with the registrar's order.
3. The meeting has approved to propose the shareholders' meeting for consideration and approval on the allotment of shares under General Mandate for the amount of 347,000,000 shares at the par value of 0.10 Baht per share, and at the offering price of not lower than 90 percent of the average market price per share for sales of securities via private placement.
In this regards, the Board of Directors shall consider and determine the conditions and other details concerning the allocation and sales of the said shares as well as to sign any relevant document and proceed any action as deemed necessary and appropriate for the allocation of the aforementioned ordinary shares. The details are stated in the Capital Increase Report Form (F53-4) as enclosure No.1.
4. The Extraordinary General Meeting of Shareholders No.1/2022 will be held on Tuesday, September 27, 2022 at 14.00 p.m. by e-Meeting, under the Emergency Decree on Electronic Meetings, at the Company's meeting room at 29/9 Moo 4, Chaiyaphruek Road, Bang Phlap, Pak Kret, Nonthaburi
11120. The meeting will consider the following agenda:
Agenda 1: To consider certifying the Minutes of proposed the 2022 Annual General Meeting of Shareholders
Agenda 2: To consider and approve the capital increase from 347,105,403.80 Baht to 381,805,403.80 Baht
Agenda 3: To consider and approve the amendment of Clause 4. of the Company's Memorandum of Association to be in line with the reduction of registered capital
Agenda 4: To consider and approve the allocation of the Company's newly issued shares under General Mandate, at the amount not exceeding 347,000,000 shares and at the par value of 0.10 Baht per share or 10 percent of paid capital, in order to offer to private placement.
Agenda 5: To consider other issues (if any)
5. The Company shall fix the record date to prepare lists of shareholders entitled to attend the Extraordinary General Meeting of Shareholders No.1/2022 on August 25, 2022. Furthermore, the Board of Directors, and/or the Chief Executive Officer, and/or any person appointed by the Board of Directors and/or the Chief Executive Officer, shall be authorized to amend or change the date to record the names of the shareholders who are entitled to attend the Extraordinary General Meeting of Shareholders No.1/2022, including to amend or change the date, time, and venue of the Extraordinary General Meeting of Shareholders No.1/2022 in the case of any issue concerning the preparation of documentation and information which results in a delay in the delivery of documentation and information to the shareholders within the period required by law, or in the case of any necessary circumstance requiring the Company to amend or change the date or time as appropriate.
The invitation to the Extraordinary General Meeting of Shareholders No.1/2022 and other relevant documents will be available via the Company's website (www.mono.co.th) on September 5, 2022 onwards.
Please be informed accordingly.
Yours sincerely,
Mono Next Public Company Limited
(Mr. Patompong Sirachairat)
Chief Executive Officer
Enclosure 1.
(Translation)
(F 53-4)
Capital Increase Report Form
Mono Technology Public Company Limited
August 10, 2022
Mono Next Public Company Limited (the "Company") hereby reports the resolutions of the Board of Directors' meeting No. 4/2022 which was held on August 10, 2022 with respect to the capital increase and the allocation of shares as follows:
1. Capital Increase
The meeting of the Board of Directors passed the resolution approving the reduction and increase of the Company's registered capital as below:
-
The increase of the Company's registered capital from 347,105,403.80 Baht to 381,805,403.80 Baht by mean of the issuance of 347,000,000ordinary shares with the par value of 0.10 Baht per share, totally
34,700,000 Baht. Details of each type of capital increase are as follows:
Type of Capital Increase | Type of Share | No. of Shares | Par Value | Total |
(Shares) | (Baht per share) | (Baht) | ||
Specifying the purpose of | Ordinary share | - | - | - |
utilizing proceeds | Preferred share | - | ||
- | - | |||
General Mandate | Ordinary share | 347,000,000 | 0.10 | 34,700,000.- |
Preferred share | - | - | - |
- If specifying the purpose of utilizing proceeds, all of the following items must be filled out, except item No. 2.2
-
If under General Mandate, only items No. 2.2, No. 3 and No. 4 need to be filled out.
2. Allotment of new shares
2.1. If specifying the purpose of utilizing proceeds
Allotted to | Number of | Ratio | Sale price | Subscription and | Remark |
Shares (Shares) | (Old : New) | (Baht/Share) | Payment Period | ||
Existing shareholders | - | - | - | - | - |
General public | - | - | - | - | - |
Other persons | - | - | - | - | - |
To support the conversion | - | - | - | - | - |
/ exercising rights of a given | |||||
instrument (specify) |
2.1.1 The Company's plan in case there is a fraction of shares remaining
- None -
Enclosure 1. | |||||
2.2 If under General Mandate | |||||
Allotted to | Type of Shares | Number of | Percentage of paid- | Remark | |
Shares (Shares) | up capital1/ | ||||
Existing Shareholders | Ordinary | - | - | - | |
To support the exercise of | Preferred | - | - | - | |
transferable subscription rights | - | - | - | ||
General Public | Ordinary | - | - | - | |
Preferred | - | - | - | ||
Private Placement | Ordinary | 347,000,000 | 10 | Please consider other | |
conditions in the | |||||
remarks below. | |||||
Preferred | - | - | - |
1/ Percentage of paid-up capital on the date that the Board of Directors resolves to increase capital under General Mandate.
Remarks
- Allotment of newly issued ordinary shares via private placement is not regarded as the offering of shares at a low price according to Notification of Capital Market Supervisory Board on Application for and Approval of Offer for Sale of Newly Issued Shares (as amended).
- The allotment of newly issued ordinary shares via private placement shall be completed prior to the date of the Company's next Annual General Meeting of Shareholders or the date required by laws to hold the next Annual General Meeting of Shareholders, whichever comes first.
- The Board of Committee shall have authority to deliberate the conditions and details concerning the allotment and the offering of shares, sign the related documents and manage any process that may benefit the allotment of newly issued ordinary shares.
-
Schedule of the Extraordinary General Meeting of Shareholders to approve the capital increase and the allocation of shares
Convene the Extraordinary General Meeting of Shareholders No.1/2022 on Tuesday, September 27, 2022 at 14.00 p.m. by e-Meeting, under the Emergency Decree on Electronic Meetings, Set the Record Date to determine the list of shareholders entitled to attend the Shareholders' Meeting on August 25, 2022. - Approval of the capital increase / allocation of shares by relevant governmental agency and related conditions thereto (if any)
- The Approval by the Extraordinary General Meeting of Shareholders No.1/2022
- The Approval by the Office of the Securities and Exchange Commission
- The Ministry of Commerce: To file for the capital increase and register the change in the paid-up capital with the Department of Business Development, the Ministry of Commerce.
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Mono Next pcl published this content on 10 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 August 2022 13:00:09 UTC.