ข่าวแจ้งตลาดหลักทรัพย์
27 สิงหาคม 2555
Information Memorandum regarding the Connected Transaction
Connected transaction
The Board of Directors' Meeting of Siam Global House Public Company Limited (the
"Company") No. 6/2012 held on 25 August 2012 (the "Board Meeting") has resolved
to approve the acceptance of the investment proposal of SCG Distribution Co.,
Ltd. (the "Investor") to invest in the Company's securities by way of
subscription of the Company's newly issued shares on a private placement basis
and a partial tender offer for the Company's existing securities according to
the proportion, method and conditions set out in section 3 "General
Characteristics of the Transaction" below ("Securities Acquisition
Transaction"). The Board Meeting also resolved to approve other matters related
to the Securities Acquisition Transaction, including the increase of the
Company's registered capital, and the allocation of 224,000,000 newly issued
ordinary shares with par value of Baht 1 each to the Investor on a private
placement basis at the price of Baht 14 per share, and related party transaction
with respect to the issue, offer and allocation of the newly issued ordinary
shares of the Company to the Investor.
Following the allocation of the newly issued ordinary shares to the Investor,
the Investor will become a major shareholder of the Company holding 11.29 per
cent of the total issued and paid-up shares of the Company. When aggregating
with the number of shares that the Investor may acquire from the partial tender
offer as per the number of shares stipulated in the partial tender offer and the
number of shares that the Investor may acquire from the exercise of warrants
obtained from the partial tender offer as per the number of warrants stipulated
in the partial tender offer, the Investor will hold approximately up to 33.40
per cent of shares in the Company. Please note that this is the shareholding
ratio on the basis that all other warrant holders exercise their warrants.
Therefore the allocation of the newly issued ordinary shares to the Investor on
a private placement basis constitutes a related party transaction under the
Notification of the Capital Market Supervisory Board ThorChor. 21/2551 Re: Rules
on Connected Transactions and the Notification of the Stock Exchange of
Thailand Re: Disclosure of Information and Other Acts of Listed Companies
Concerning the Connected Transaction B.E. 2546
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