No. STGT.CS 012/2021
5 July 2021 | |
Subject: | Notification of the Resolution of the Board of Directors Meeting regarding the determination |
of the names of directors, executives and/or employees of the Company and its subsidiaries | |
who are eligible for the allocation of newly issued ordinary shares, offering price and | |
offering period for the offering of newly issued ordinary shares under the issuance and | |
offering of newly issued ordinary shares of the Company to directors, executives and/or | |
employees of the Company and its subsidiaries in the 1st year under STGT ESOP | |
Attention: | President |
Stock Exchange of Thailand / Singapore Exchange |
Sri Trang Gloves (Thailand) Public Company Limited (the "Company") would like to inform you that the Board of Directors Meeting No. 5/2021, convened on 5 July 2021, resolved to approve the significant matters which are summarized as follows:
Pursuant to the resolution of the Extraordinary General Meeting of the Shareholders of the Company No. 4/2019, held on 22 November 2019, which has approved the issuance and offering of the newly issued ordinary shares of STGT to the directors, executives, and/or employees of the Company and its subsidiaries ("STGT ESOP") amounting to not exceeding 10,000,000 shares, at the par value of THB 1 per share under STGT ESOP program (i.e. 2020 to 2022) whereby the Company will offer the newly issued ordinary shares for the first time on the date of the Initial Public Offering (IPO) in the number of 40.00 percent of the total newly issued ordinary shares to be offered under STGT ESOP, or not exceeding 4,000,000 shares (the Company already issued and offered such shares), and will offer the newly issued ordinary shares under STGT ESOP two more times during the first to second year after the IPO, each in the number of 30.00 percent of the total newly issued ordinary shares to be offered under STGT ESOP, or not exceeding 3,000,000 shares for each offering. In this addition, the said Shareholders Meeting has indicated that The "Offering Date" means the date on which the Board of Directors of the Company or the person delegated by the Board of Directors of the Company, passes a resolution or approves as the date to offer the newly issued ordinary shares to the directors, executives, and/or employees of the Company and its subsidiaries under STGT ESOP, and delegated the Board of Directors of the Company to approve the eligible persons for the allotment of newly issued ordinary shares under the STGT ESOP and has resolved to authorize the Executive Committee of the Company and/or the person delegated by Executive Committee of the Company to amend the terms, conditions and other details of the allocation of the newly issued ordinary shares of the Company to the directors, executives and/or employees of the Company and its subsidiaries including the names of employees of the Company and its subsidiaries which has been allocated the
Company's newly issued ordinary shares, as well as the date and details of the allocation of newly issued ordinary shares to such persons employees.
Moreover, the Extraordinary General Meeting of Shareholders of the Company No. 1/2020 which held on Friday 25 December 2020 has approved the change of par value from the original value of THB 1.00 per share to THB 0.50 per share, which resulted in the offering of the newly issued ordinary shares under STGT ESOP two more times during the first to second year after the IPO being changed from not exceeding 3,000,000 shares for each offering to not exceeding 6,000,000 shares for each offering to reflect the decrease in par value.
The Executive Directors Meeting of the Company No. 4/2021, dated 25 June 2021, has resolved to approve the names of eligible persons to be allocated for the newly issued ordinary shares in the first year under the STGT ESOP as of 25 June 2021.
Thus, the Board of Directors Meeting has determined the details of the offering of newly issued ordinary shares under the STGT ESOP as detailed below.
Number of newly issued ordinary shares to be issued and offered in the first year after the IPO
Names of eligible persons to be allocated the newly issued ordinary shares in the first year under the
STGT ESOP
Conditions of the allocation
- Not exceeding 6,000,000 shares, at the par value of THB 0.50 per share, equivalent to not exceeding 30 percent of total number of shares being issued and offered under STGT ESOP
-
As approved by the Board of Directors of the Company
The directors, executives, and/or employees of the Company and its subsidiaries who are entitled to the allocation of the newly issued ordinary shares must be subject to the following conditions: - As at the Record Date, a director, executive, and/or employee must be a director, executive, and/or employee of the Company and its subsidiaries for a period of no less than three months, must not be under a probationary period, and must remain a director, executive, and/or employee of the Company and its subsidiaries at the Offering Date; and
- Each director will be entitled to equal number of ordinary shares, while the number of ordinary shares to which each executive, or employee will be entitled may not be the
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same and will depend on the position, experience, responsibility, term of employment, achievement, capability and performance, as well as potential benefits to the Company.
In the case where there are directors, executives, and/or | |
employees of STGT and STGT's subsidiaries who wish not to | |
exercise their rights to purchase the newly issued ordinary | |
shares on the Offering Date, Executive Committee of the | |
Company and/or the person delegated by Executive Committee | |
of the Company may determine the names of other executives | |
and/or employees of the Company and its subsidiaries for the | |
allocation instead within the offering and allocation period, in | |
accordance with the conditions of the allocation. In this regard, | |
each executives and/or employee will be entitled to the | |
allocation of not exceeding 5.00 percent of the total number of | |
shares to be offered under STGT ESOP. | |
Offering price per share | : Offering price per share is THB 37.30 per share which is |
equivalent to 90.00 percent of the market price as specified | |
under the Notification of the Office of the Securities and | |
Exchange Commission regarding the Calculation of Offer Price | |
of Securities and Determination of Market Price for | |
Consideration of Offer For Sale of Newly-issued Shares with | |
Discount. | |
"Market Price" means the weighted average price of the shares | |
traded on the SET during the period of 7-15 consecutive | |
business days prior to the Offering Period of each offering. | |
"Offering Date" means the date on which the Board of Directors | |
of the Company or the person delegated by the Board of | |
Directors of the Company, passes a resolution or approves as | |
the date to offer the newly issued ordinary shares to the | |
directors, executives, and/or employees of the Company and | |
the Company's subsidiaries under STGT ESOP | |
In this regard, the Board of Directors has determined the | |
offering price based on the volume-weighted average price of | |
the ordinary shares of the Company traded on the SET using | |
the closing price during 15 consecutive business days prior to | |
the date on which the Board of Directors has resolved to | |
approve the offering period i.e. 14 -18, 21 - 25, 28 - 30 June |
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2021 and 1 - 2 July 2021. The offering price is calculated | |
based on the volume-weighted average price from SETSMART | |
www.setsmart.comof the Stock Exchange of Thailand which the | |
Board of Directors has considered and viewed that the offering | |
price at THB 37.30 per share is appropriate and in line with the | |
relevant Notification of the Office of the Securities and | |
Exchange Commission and the resolution of the Extraordinary | |
General Meeting of the Shareholders of the Company No. | |
4/2019. | |
Offering period | : The subscription period and payment of the newly issued |
ordinary shares are 9.00am to 4.00pm of 13 July 2021 - | |
9.00am to 12.00pm (noon) of 14 July 2021. |
Please be informed accordingly.
Yours faithfully,
(Miss Thanawan Sa-ngiamsak)
Director and Chief Financial Officer
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Sri Trang Gloves (Thailand) pcl published this content on 05 July 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 July 2021 12:55:01 UTC.