SET Announcements
01 December 2009
Capital Increase Report Form
(F 53-4)
-Translation-
Capital Increase Report Form
CH. Karnchang Public Company Limited
30 November 2009
We, CH. Karnchang Public Company Limited ("the Company") hereby report of the
resolution of the board of directors no. 5/2009, held on 30 November 2009 from
9:00 hours to 12:00 hours in respect of a capital increase / share allotment
as follows:
1. Capital increase:
The meeting of the board of directors passed a resolution approving
- the reduction of a registered capital of the Company from
1,450,000,000 Baht to 1,446,012,169 Baht by means of canceling 3,987,831
unissued ordinary shares with a par value of 1 Baht each, totaling
3,987,831 Baht.
- the increase of a registered capital of the Company from
1,446,012,169 Baht to 1,652,585,336 Baht by means of the issuance of
206,573,167 ordinary shares with a par value of 1 Baht each, totaling
206,573,167 Baht.
2. Allotment of new shares:
2.1 The meeting of the board of directors passed a resolution
approving the allotment of 206,573,167 ordinary shares with par value of 1
Baht each, totaling 206,573,167 Baht, the details of which are as
follows :
Allotted to Number Ratio Sale price Subscription Note
(shares) (old:new) per share and payment
(Baht) period
1. Existing 206,573,167 7:1 5.34 22-26 - Set record date for the
February 2010 right to Shareholders
subscribe for the share
allotment
[to be by right offering on
February 5,
informed more 2010 and set book
closing date
details] for the right to
subscribe for the
share allotment by right
offering on February 8,
2010
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- The existing shareholders are
entitled to subscribe the
share allotment by
right offering in
excess of the number of shares
to which they are entitled to
subscribe, provided that they
must subscribe and pay for the
shares in excess of their
entitlements at the same time
when they subscribed for the
shares to which they are
entitled to.
- In case there are remaining
shares from the share
subscription, the Board of
Directors and/or any person(s)
entrusted by the Board of
Directors be empowered to have
the authority to offer the
remaining shares to the
investors on a private
placement basis
from time to time or at one time at
the offer price not less than the
offer price of right offering.
2.2 The Company's procedure in case there is a fraction of shares
remaining Fraction of shares shall be discarded.
2.3 The number of shares remaining from the allotment
-None-
3. Schedule for shareholders meeting to approve the capital
increase/allotment
The extraordinary meeting of shareholders no. 1/2010 is scheduled to be
held on January 20, 2010 at 9:30 hours at Supunnika Room, fourth floor, head
office of the Company at 587 Viriyathavorn Building,
2
Sutthisarn Road, Din Daeng, Bangkok 10400 by setting the record date to
determine the right to attend this meeting on December 16, 2009 and collect
the shareholder list in compliance with Section 225 of the Securities and
Exchange Act by closing the share register for share transfer in order to
determine the right to attend this meeting on December 17, 2009.
4. Approval of the capital increase/share allotment by relevant governmental
agency and conditions thereto (if any)
This right offering does not require the company to submit filing in
accordance with Notification of the Securities and Exchange Commission KorChor
18/2551 Re: Exemption from Filing of Registration Statement for the Offer for
Sale of Securities.
5. Objectives of the capital increase and plans for utilizing proceeds
received from the capital increase
1. To support the Company's business expansion.
2. To support as working capital for the Company.
6. Benefits which the Company will receive from the capital increase/share
allotment:
With the new capital, the Company can improve its financial status and
support its business potentials.
7. Benefits which the shareholders will receive from the capital
increase/share allotment:
7.1 Dividend policy to pay dividend to shareholders expected at the rate
approximately not less than 40% of net profit after tax and will be paid in
following year, except if there is any significant effect to
company's performance.
7.2 Subscribers of new shares issued for this capital increase will be
entitled to receive dividends from the Company's business operations starting
from 2010 in reference to the dividend policy specified in 7.1.
7.3 The Company's financial status will be more sustainable which
ultimately will benefit the shareholders.
8. Other details necessary for shareholders to approve the capital
increase/share allotment:
-None-
9. Schedule of action where the board of directors of the Company passes a
resolution approving the
capital increase or allotment of new shares:
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- The Board of Directors approved the share allotment by right offfering
30 Nov 2009
- Record Date for the right to attend the Extraordinary Shareholders' Meeting
16 Dec 2009
- The close date of the share register to determine the right to attend
17 Dec 2009
the Extraordinary Shareholders' Meeting
- The Extraordinary Shareholder Meeting 20 Jan 2010
- Register capital decrease and the resolution of capital increase
Within 14 days from the at the Ministry of Commerce date that
the Shareholder's meeting has the resolution.
- Record Date for the right to subscribe for the share allotment by right
offering 5 Feb 2010
- The close date of the share register to determine the right of shareholder
8 Feb 2010
to subscribe for the share allotment by right offering
- Subscription period 22-26 Feb 2010
- Register the new capital increase and paid up apital
Within 14 days after
the at the Ministry of
commerce date of
receiving all the
payment for shares
offered
- New shares being listed on the SET To be informed later
The Company hereby certifies that the information contained in this report
form is true and complete in all
respects.
Signature _______authorized director
(Mr. Prasert Marittanaporn)
(To be signed by the authorized Director
directors who are authorized to
sign on behalf of the Company
with the Company's seal affixed)
Signature ______authorized director
(Mr. Anukool Tuntimas)
Director
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