TPS.SET2022/0801
10 August 2022
Subject: Decrease and increase registered share capital, Issuance of Warrants and Convening of the Extraordinary General Meeting No.2/2022 (Edited )
To: President
The Stock Exchange of Thailand
Enclosure: 1. Preliminary Details of Warrants to Purchase Ordinary Shares of The Practical Solution Public Company Limited No. 1 to be allotted to the Existing Shareholders of the Company (TPS-W1)
2. Information Memorandum Regarding the Issued and Offered of Newly
Issued Ordinary Shares to Reserve for the Warrant
3. The capital increase report form (F53-4)
Whereas the Board of Directors of The Practical Solution Public Company Limited (the "Company") convened Board of Directors Meeting No. 4/2022 at 13.30 - 15.30 hours on 10 August 2022, the Company would like to report the resolutions adopted at the said meeting as follows:
1. Agreed to propose to the Extraordinary General Meeting of Shareholders No.2/2022 to
consider and approve the decrease of the Company's registered capital in the amount of THB 64 from THB 168,000,000 to the registered capital THB 167,999,936 by eliminating the registered ordinary shares that the company has not yet sale amount of 128 shares, par value of 0. 50 Baht per share and to approve the amendment of the
Company's Memorandum of Association, Clause 4 regarding the registered capital to be in line with the decrease capital as follows:
"Clause 4. Registered capital | 167,999,936 THB | (One hundred and sixty-seven | |
million, nine hundred and | |||
ninety-nine thousand, nine | |||
hundred and thirty-six Baht) | |||
Divided into | 335,999,872 Shares | (Three hundred and thirty-five | |
million, nine hundred and | |||
ninety-nine thousand, eight | |||
hundred and seventy-two) | |||
Par value per share | 0.50 | THB | (Fifty Satang) |
Categorized into: | |||
Ordinary shares | 335,999,872 | Shares | (Three hundred and thirty-five |
million, nine hundred and | |||
ninety-nine thousand, eight | |||
hundred and seventy-two) | |||
Preferred shares | - Shares | ( - )" |
In this regard, the person delegated by the Board of Directors who has the duty to register the amendment of the Memorandum of Association of the Company at the Department of the Business Development, Ministry of Commerce, shall be authorized to amend the terms in the Memorandum of Association of the Company in accordance with the registrar's order
-
Agreed to propose to the Extraordinary General Meeting of Shareholders No. 2/2022 to consider and approve the issuance of warrants to purchase the Company's ordinary shares No. 1 ( " TPS- W1" ) for the amount not exceeding 83,999,968 units that will be
allocated to the existing shareholders of the Company at a ratio of 4 existing shares for 1 unit of the warrants. The warrants will have a term up to 2 years from the
issuance date and 1 unit of the warrants has the right to purchase 1 ordinary shares of the Company at Baht 1.20 per share, except in case of right adjustment as stipulated in the right adjustment conditions of the warrants. ( Preliminary Details of Warrants appears in Enclosure 1 and 2)
The Board of Directors also approved to propose to the shareholders' meeting to consider and authorize the Board of Directors and/ or the Chief Executive Officer and/ or the person designated by the Board of Directors and/ or the Chief Executive Officer, to be empowered to consider, amend, and/ or add conditions related to the issuance and allocation of Warrants No.1 to the existing shareholders, such as details of allotment, the issuance and allotment date of Warrant No.1, Terms and Conditions of warrant, the last exercise date, and etc., as well as to said warrant including but not limited.
The record date for determining the rights of shareholders to receive TPS - W1 (Record Date) is on 10 October 2022. However, the determination of such right
remains uncertain subject to an approval of the Extraordinary General Meeting of shareholders No.2/2022. - Agreed to propose to the Extraordinary General Meeting of Shareholders No.2/2022
to consider and approve the increase of the registered capital in the amount of not exceeding THB 41,999,984 from the existing registered capital of THB 167,999,936, which can be divided into 335,999,872 ordinary shares, at the par value of THB 0.50
per share, to THB 209,999,920 which can be divided into 419,999,840 ordinary shares, at the par value of THB 0. 50 per share, by issuing 83,999,968 newly- issued ordinary shares, at the par value of THB 0. 50 per share and the amendment of the
Clause 4 of the Memorandum of Association to reflect the increase of the registered capital. The details of the capital increase of Company are as set out in the Capital Increase Report Form ( F53- 4) ( Enclosure3). The amended Clause 4 of the Memorandum of Association will read as follows:
"Clause 4. Registered capital | 209,999,920 | THB | (Two hundred and nine |
million, nine hundred and | |||
ninety-nine thousand, nine | |||
hundred and twenty Baht) | |||
Divided into | 419,999,840 | Shares | (Four hundred and nineteen |
million, nine hundred and | |||
ninety-nine thousand, eight | |||
hundred and seventy-two) | |||
Par value per share | 0.50 | THB | (Fifty Satang) |
Categorized into: | |||
Ordinary shares | 419,999,840 | Shares | (Four hundred and nineteen |
million, nine hundred and | |||
ninety-nine thousand, eight | |||
hundred and seventy-two) | |||
Preferred shares | - shares | ( - )" |
In this regard, the person delegated by the Board of Directors who has the duty to register the amendment of the Memorandum of Association of the Company at the Department of the Business Development, Ministry of Commerce, shall be authorized to amend the terms in the Memorandum of Association of the Company in accordance with the registrar's order
4. Agreed to propose to the Extraordinary General Meeting of Shareholders No.2/2022 to
consider and approve the allotment of up to 83,999,968 shares with a par value of Baht 0. 50 per share to accommodate the exercise of right to purchase the Company' s
ordinary shares No. 1 ( TPS- W1) . Allocate to existing shareholders of the Company
according to their shareholding ( Details are as stipulated in the Capital Increase Form (F53-4)(Enclosure 3)
5 . Approved the date of Extraordinary General Meeting of Shareholders No. 2/2022 by Teleconference using Electronic Devices (E-EGM) only on 30 September 2022 at 14.00
hours at The Practical Solution Public Company Limited, No. 9 9 Soi Cement Thai, Ratchadaphisek Road, Lad Yao, Chatuchak, Bangkok 10900 In this regard, the Company has fixed the Record Date on which shareholders have the right to attend the Extraordinary General Meeting of Shareholders No. 2 / 2022 on 9 September 2022 (Record Date) (The XM, or the date on which a purchaser will not be entitled to attend in the shareholders' meeting, will be on 8 September 2022). The agenda items of the
Extraordinary General Meeting of Shareholders No.2/2022 are as follows:
Agenda 1 To certify the Minutes of the Extraordinary General Meeting of Shareholders No.1/2022 held on 20 May 2022.
Agenda 2 To consider and approve the decrease of the Company's registered capital and the amendment to Clause 4 of the Company' s Memorandum of
association to be in line with the decrease of the Company' s registered capital.
Agenda 3 To consider and approve the issuance of warrants to purchase the ordinary shares of Practical Solution Public Company Limited (TPS-W1).
Agenda 4 To consider and approve the increase of the Company's registered capital and the amendment to Clause 4 of the Company' s Memorandum of association to be in line with the decrease of the Company' s registered
capital
Agenda 5 To consider and approve the allocation of newly issued ordinary shares up to 83,999,968 shares, at the par value of 0. 50 Baht per share, for the
issuance of warrants to purchase ordinary shares of the Company No. 1 (TPS-W1)
Agenda 7 To consider other business (if any).
By authorizing the Managing Director or the person authorized by the Chief Executive Officer to take any action relating to the Extraordinary General Meeting of Shareholders No. 2/2022, including issuing notice of the Extraordinary General Meeting of Shareholders No.2/2022, amending the date, time, place, and other details of the Extraordinary General Meeting of Shareholders No. 2/2022 as deemed necessary or appropriate and subject to the conditions according to Law.
The Company provides this information for your acknowledgment and dissemination to the public and other investors.
Sincerely yours,
The Practical Solution Public Company Limited
Bunsom Kitkasetsathaporn
(Mr. Bunsom Kitkasetsathaporn)
Chief Executive Officer
Attachment 1
Preliminary Details of Warrants to Purchase Ordinary Shares of The Practical Solution Public Company Limited No.1 to be Allotted to the Existing Shareholders of the Company (TPS-W1)
Name of Issuer | The Practical Solution Public Company Limited (the |
"Company" or "TPS") | |
Category of the Warrants | Warrant to purchase ordinary shares of The Practical Solution |
Public Company Limited Series 1 (the "Warrants" of "TPS-W1"). | |
Type of the Warrants | In named certificate and transferable |
Term of the Warrants | 2 years from the issuance date of the Warrants. |
Number of the Warrants | Not exceed 83,999,968 units. |
Issued | |
Number of Ordinary | Not exceed 83,999,968 shares (at par value of THB 0.50 per |
Shares Reserved for | shares), representing 25 percent of total issued and paid-up |
Exercise of the | shares of the Company. |
Warrants | |
Offering Price | THB 0.00 (Zero) per unit |
Exercise Ratio | One units of the Warrant has rights to purchase 1 ordinary |
share. | |
(subject to adjustment as specified in adjustment conditions) | |
Exercise Price | THB 1.20 per share (at par value of THB 0.50 per share) |
subject to adjustment of exercise price as specified in | |
adjustment conditions | |
Issuance Date | The Board of Directors and/or the Chief Executive Officer or |
the person authorized by The Board of Directors and/or the | |
Chief Executive Officer is authorized to specify issuance date | |
of the Warrants within 1 year since the day that shareholders | |
pass the | |
resolution of issuing warrants and warrants | |
Allocation Method | Allocate to existing shareholders of the Company according |
to their shareholding at the ratio of 4 existing ordinary shares | |
for 1 unit of the Warrants. In case there is fraction of the | |
Warrants from calculation of the Warrants allocation, such | |
fraction shall be discarded. In this regards, specify list of | |
shareholders whose entitle to be allotted the Warrants on 1 0 | |
October 2022 (Record | |
Date). | |
Exercise Period and | The Warrants' holders shall be entitled to exercise their rights on |
Exercise | the last business day of every March and September of each |
Date | calendar year throughout the term of the Warrants. The first |
exercise date shall be on March 2 0 2 3 and the last exercise date | |
shall be on the date on which the Warrants reach its two-year. | |
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Practical Solution pcl published this content on 11 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 August 2022 12:26:07 UTC.