Notification of the Resolution of the Board of Director`s Meeting

Transcription

Sun Wood Industries Plc.
(Translation)
Ref. CS 001-01-13
January 25, 2013
Subject :
Notification of the Resolution of the Board of Director’s Meeting No. 1/2013 (Final)
Determine the date of Extraordinary General Meeting of Shareholders No. 1/2013
and Others Resolutions
added : Record Date
Amended the date of closing the Share Register Book
To
President
The Stock Exchange of Thailand
:
Attachment
1)
2)
Summary of the Significant of the Business Reorganization Plan
Conditions on Investments
Pursuant Sun Wood Industries Plc., the Plan Administrator notified the “Notification of the Resolution of the Board of
Director’s Meeting No. 1/2013” to SET. The amended contents are shown in red.
Sun Wood Industries Plc., the Plan Administrator (“the Company”) would like to notify the resolution of the Board of
Directors’ Meeting No. 1/2013 held on Friday, January 25, 2013 at the Company address no. 32/2 Moo 5,
Bangsai-Chiangraknoi Road, Ratchakram District, Bangsai Prefecture, Ayudhaya Province at 13.00 – 15.30 hours as
follows ;
1. Acknowledge the progress of the Business Reorganization Plan as follows :
1.1
The summary and details of the Amendment of the Business Reorganization Plan dated October 3,
2012 and dated November 9, 2012 which approved by the Creditors’ Meeting on November 28, 2012
as the details attached.
1.2
To solicit the potential investor to facilitate and enhance the future of the Company within 6 months
from the date of the Central Bankruptcy Court’ s approval of the 2nd Amendment of the Business
Reorganization Plan , the investment value is not less than Baht 90,000,000 according to the
following Letters of Intent :
1.2.1 Letter of Intent dated December 24, 2012 by Mr. Vivitphong Vivitkunaporn, intent to
purchase 93,108,142 new shares of the Company at par value of Baht 1.0 each at Baht
1
1.2.2
1.2.3
List of Shareholders
After converted Debt to Equity/1
Before
No. of share*
Total Existing Shareholders
0.75181395 per share with the total investment of Baht 70,000,000 which designated under
the Business Reorganization Plan
Letter of Intent dated January 4, 2013 by Ciemme Srl. in Italy, intent to purchase the net
assets of production and distribution of teak products of the Company. The purchase value
shall not exceed Baht 20,000,000 is included in the investment amount of Baht 90,000,000
which designated under the Business Reorganization Plan .
Letter of Intent dated December 24, 2012 by Mr. Vivitphong Vivitkunaporn as the
Executive and the representative of the major shareholders of V Technology System Co.,
Ltd. (“Vtech”) intent and propose for the merger between Vtech and the Company. The
major shareholder of Vtech will subscribe for 174,999,800 new ordinary shares with par
value at Baht 1 per share of the Company at Baht 1 per share and the Company will use this
proceed in the amount of 174,999,800 Baht to acquire 1,749,998 ordinary shares with par
value at Baht 100 per share of Vtech at Baht 100 per share from these major shareholders.
After the transaction the Company will hold more than 90% of the total paid up capital.
Vtech will be the subsidiary of the Company. This investment is designated under the
Business Reorganization Plan
No. of Shares*
%
Converted Debt to Equity/2
Decreased Capital/3
Increased Capital/4
Increased Capital/5
Increased Capital/6
No. of Shares**
Amount (THB)
No. of Shares**
No. of Shares**
No. of Shares**
100.00%
10,133,550
38.77%
Sun Cabinet Co., Ltd.
0.00%
12,250,448
46.87%
Bangkok Bank Plc.
0.00%
2,267,033
EXIM
0.00%
1,484,836
0.00%
16,002,317
61.23%
4,900,179
26,135,867
100.00%
4,900,179
Total Financial Institutions
Total the Existing Shareholders
Investors
10,133,550
%
10,133,550
100.00%
-
3.39%
17,150,627
5.73%
8.67%
20,403,297
2,267,033
0.76%
5.68%
13,363,524
1,484,836
0.50%
188,122,464
279,324,414
-
-
-
%
10,133,550
154,355,643
4,900,179
91,201,950
Total shareholders
No. of Shares**
-
-
-
20,902,496
6.99%
-
-
-
31,036,046
10.37%
Mr. Vivitphong Vivitkunaporn
0.00%
-
0.00%
89,249,900
182,358,042
60.96%
Mr. Tarit Udomcharoenchaikit
Mr. Thanakorn Chaiwisarn
0.00%
0.00%
-
0.00%
0.00%
31,500,000
31,500,000
31,500,000
31,500,000
10.53%
10.53%
Ms. Dao Wairaksat
0.00%
-
0.00%
12,249,900
12,249,900
4.09%
Mr. Sombat Pattarakunprasit
0.00%
-
0.00%
10,500,000
10,500,000
3.51%
0.00%
-
0.00%
Total Investors Group
Total Shareholders
10,133,550
100.00%
26,135,867
66,505,816
-
100.00%
4,900,179
279,324,414
26,602,326
66,505,816
26,602,326
174,999,800
268,107,942
89.63%
66,505,816
26,602,326
174,999,800
299,143,988
100.00%
93,108,142
Note :
* Par value at Baht 10 per share
49,001,790
** Par value at Baht 1 per share
0.9
1 Debt-to-Equity converstion program (Done)
2 Converted debt to equity according to the Business Rehabilitation Plan After the conversion the registered capital is Baht 310 million
3 Decreased the registered capital by decreased the par value from Baht 10 per share to Baht 1 per share . After the decresed of capital, the registered capital to be Baht 31 million
4 Increased the capital of 66.51 million shares at par value of Baht 0.75181395 total value of Baht 50.0 million by offering right to the private placement. After the incresed of the registered capital will be Baht 124.0 million
5 increased of 26.60 million shares at par value of Baht 0.75181395 total the amount of Baht 20.0 million offering right to the private placement. After the increased of the registered capital will be Baht 124.0 million
6 Increased of 175.0 million shares at par value of Baht 1.00 per share equal Baht 175.00 million Baht by offering rights to the private placement. After the increased, the total registered capital is Baht 299 million
2. Approve and propose to the Shareholders’ Extraordinary General Meeting for further
consideration and approval the increase of the registered capital of the Company from Baht
261,358,460to Baht 310,360,460by issuing the new ordinary shares in the number of 4,900,179 shares
with a par value of Baht 10 per share total Baht 49,001,790 to Creditors in the debt-to-equity
conversion plan according to the Business Reorganization Plan and the amendment of the
Memorandum of Association of the Company.
3. Approve and propose to the Shareholders’ Extraordinary General Meeting for further consideration and
approval the decrease of the registered capital from Baht 310,360,460 to Baht 31,036,046 by reduce the par
2
value of the shares from Baht 10 per share to Baht 1 per share according to the Business Reorganization Plan
and amendment of the Memorandum of Association of the Company
approval the increase of the registered capital of the Company from Baht 31,036,046 to Baht 124,144,188 by
issuing the new ordinary shares in the number of 93,108,142 shares, with par value
of Baht 1 per share total Baht 93,108,142 to allocate to the specific persons (Private Placement) for Baht
70,000,000 at Baht 0.75181395 per share according to the Business Reorganization Plan and amendment of the
Memorandum of Association and the Affidavit of the Company. The Company will utilize this proceed for the
business rehabilitation according to the Business Reorganization Plan .
approval the acquisition of Vtech’s 1,749,998 ordinary shares at the par value of Baht 100 per share in
the amount of Baht 174,999,800 from the existing shareholders of Vtech and the increase of the registered
capital of the Company from Baht 124,144,188 to Baht 299,143,988 by issuing the new ordinary shares of
174,999,800 shares with a par value of Baht 1 per share total Baht 174,999,800 in order to acquire Vtech’s
shares and amendment of the Memorandum of Association of the Company.
6. Acknowledge and report to the Shareholders’ Extraordinary General Meeting for acknowledgement the waiver
of Tender Offer for all securities of the Company by the potential investor according to the Business
Reorganization Plan. The investor will invest in the Company pursuant to the capital restructuring plan by
subscribing 268,107,942 new ordinary shares which is equal to 89.63 percent.
The summary of shareholders are as follows :
182,358,042 shares
60.96%
Mr. Tarit
Udomcharoenchaikit
31,500,000 shares
10.53%
Mr. Thanakorn Chaivisal
31,500,000 shares
10.53%
Ms. Dao
Wairaksat
12,249,900 shares
4.09%
Mr. Sombat
Pattarakunprasit
10,500,000 shares
3.51%
7. Approve and propose to the Shareholders’ Extraordinary General Meeting No. 1/2013 for consideration
and approval the arrangement and sale of the net assets in teak business. The transaction deemed as
Acquisition or Disposal of assets (Notification on Acquisition and Disposal)
8.
Approved the change of Management Structure after the restructure of debts and equity as follows ;
8.1
Approve and propose to the Shareholders’ Extraordinary General Meeting for consideration and
approval the directors whose term is expired by rotation and the appointment of new directors to
3
replace, the increase of the member of directors, the appointment of the new directors and the change
of the authorization directors and the director’s remuneration, as follows;
1)
Appoint Mr. Apichart Sivamoke as the Independent Director and Audit Committee to
replace Mr. Samrit Meewongukote who passed away on September 21, 2012. After
appointment, the Board of Directors will consist of ;
(1)
(2)
(3)
(4)
(5)
2)
Mr. Santi Vayakornvichitr
Mr. Thaveesak Vayakornvichitr
Mr. Sawat Ratthapitaksanti
Mr. Kasem Chamnarndee
Mr. Apichart Sivamoke
Chairman
CEO
Independent Director and Chairman of Audit Committee
Independent Director and Audit Committee
Increase the member of directors from 5 persons to 8 persons and appoint the new directors
according to the Business Reorganization Plan regarding the Investor Soliciation and the investors’
objective to invest in the Company’s new ordinary shares not less than 75 percent within 14 days
from the date of approval of the Amendment of Business Reorganization Plan by the Central
Bankruptcy Court (“the Court”), at least to be the date after receipt of fund from the shareholders or
the investor in full and the Court’s order the approved of the Plan and the resolution of the
Extraordinary General Meeting of Shareholders approved to increased the registered capital, the new
member of directors as follows;
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
Mr. Nattapong
Mr. Vivitphong
Mr. Alongkorn
Mr. Chakkit
Mr. Thanakorn
Dr. Veerapong
Mr. Siriwat
Ms. Piyanun
Pantakiatpisarn
Vivitkunaporn
Chairompo
Thanavirun
Chaivisal
Malai
Likitnuruk
Punyatrong
Director
Director
Director
Director
Director
Independent Director
After the investor’s investment, the Board of Director are as follows :
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
(13)
Mr. Santi
Mr. Thaveesak
Mr. Sawat
Mr. Kasem
Mr. Apichart
Mr. Nattapong
Mr. Vivitphong
Mr. Alongkorn
Mr. Chakkit
Mr. Thanakorn
Dr. Veerapong
Mr. Siriwat
Ms. Piyanun
Vayakornvichitr
Vayakornvichitr
Ratthapitaksanti
Chamnarndee
Sivamoke
Pantakiatpisal
Vivitkunaporn
Chairompo
Thanavirun
Chaivisal
Malai
Likitnuruk
Punyatrong
4
Chairman
CEO
Independent Director and Chairman of Audit Committee
Director
Director
Director
Director
Director
3)
Change of the authorization director according to the Business Reorganization Plan regarding the
Investor Solicitation and the Investors’ objective to invest in the Company’s new ordinary shares not
less than 75 percent within 14 days from the date of approval of the Amendment of Business
Reorganization Plan by the Central Bankruptcy Court (“the Court”), at least to be the date after
receipt of fund from the shareholders or the investor in full and the Court’s order the approved of the
Plan and the resolution of the Extraordinary General Meeting of Shareholders approved to increased
the registered capital. The authorization directors as follows ;
The authority of the Existing Directors :
Mr. Santi Vayakornvichitr or Mr. Thaveesak Vayakornvichitr or any two of directors to be
signed with affixed the Company Seal
After the investment, the authority of directors will be changed as follows;
Mr. Vivitphong Vivitkunaporn or Mr. Nattapong Pantakiatpisarn or
Mr. Thanakorn Chaivisal any two of directors to be signed with affixed the
Company Seal
4) Change the director’s remuneration according to the Business Reorganization Plan regarding the
Investor Solicitation and the investors’ objective to invest in the Company’s new ordinary shares
not less than 75 percent percent within 14 days from the date of approval of the Amendment of
Business Reorganization Plan by the Central Bankruptcy Court (“the Court”), at least to be the date
after receipt of fund from the shareholders or the investor in full and the Court’s order the approved
of the Plan and the resolution of the Extraordinary General Meeting of Shareholders approved to
increased the registered capital. The remuneration of director as follows ;
(1) The Board of Directors
:
Chairman of the Company shall receive
Baht 20,000 per meeting
Directors of the Company shall receive Baht 15,000
per meeting
(2) The Member of Audit Committee : Chairman of Audit Committee shall receive
Baht 20,000 per meeting
Member of Audit Committee shall receive Baht
15,000 per meeting
8.2
Approve the change of Company’s name and relocation of the headquarter of the Company within
14 days from the date of approval of the Amendment of Business Reorganization Plan by the Central
Bankruptcy Court (“the Court”), at least to be the date after receipt of fund from the shareholders or the
investor in full and the Court’s order the approved of the Plan and the resolution of the Extraordinary
General Meeting of Shareholders approved to increased the registered capital. The remuneration of
director as follows ;
5
8.2.1
8.3
8.4
Change of the Company’s name
From : “Sun Wood Industries Plc.”, write in English is “SUN WOOD INDUSTRIES
PUBLIC COMPANY LIMITED”
To : “V Corporation Plc. ”, write in English is “V CORPORATION
PUBLIC COMPANY LIMITED”
The Company’s headquarter is located at “No. 32/2 Moo 5 , 3rd floor, Bangsai-Changraknoi
Road, Ratchakram District, Bangsai Prefecture, Pranakornsriayudhaya Province” to be
relocated to “No. 50 Soi Ngamduplee, Rama IV Road, Tungmahamek, Sathorn, Bangkok”
Approve the amendment of the Objectives of the Company, the Memorandum of Association
and the Affidavit of the Company to expansion the main businesses of the new investors. The
Company is necessary to increase the objectives in the Memorandum of Association as follows :
Clause 50
To sell all kinds of computers and related equipment, computer, software
development, computer system integration and computer part imports and exports
material.
Clause 51
To buy/sell or bid computer equipment, parts or components of computer including
design, installation, maintenance, repair and operating lease in electronics
commerce.
Clause 52
To manufacture and assembly of the computer.
Clause 53
To operate as internet service provider business and to provide a tape or film or
television material.
Clause 54
To design install and set up computers and the internet network.
Clause 55
To execute annual computer maintenance services contract.
Clause 56
To distribute computer and peripherals in term of cash and payment installation.
Clause 57
To provide computer leasing and attached device leasing.
Clause 58
To sell and distribute equipment and communication devices.
Clause 59
To operate as a contractor to install electricity circuit, CCTV, communication
system both indoor and outdoor and trade such equipment and spare parts.
The amendment of the Objectives of the Company shall be done by giving up the
previous objectives and using the new registered together with the amendment the
Affidavit of the Company and the other relevant documents of the Company.
Approve the amendment of the Memorandum of Association of the Company to be consistent
with the changed of the directors, the name and the address the Objective, the Articles of Association,
and the Affidavit of the Company within 14 days from the date of approval of the Amendment of
Business Reorganization Plan by the Central Bankruptcy Court (“the Court”), at least to be the date
after receipt of fund from the shareholders or the investor in full and the Court’s order the approved of
6
9.
the Plan and the resolution of the Extraordinary General Meeting of Shareholders approved to
increased the registered capital.
Approve the calling for the Shareholders’ Extraordinary General Meeting No. 1/2013 as follows;
9.1 To call for the Extraordinary General Meeting of the Shareholders No. 1/2013 to be held on
on Friday, March 8 , 2013 at 9.00 hours at Ester Room, YWCA, 6th Floor, No. 13
South Sathorn Road, Tungmahamek, Sathorn, Bangkok
9.2 To determine the share register will be recorded for share transfer in order to determine the right to attend
this meeting on February 11, 2013 which shareholder list as specified in section 225 of the Security Act.
The share register will be closed to share transfers in order to determine the right to attend the
Extraordinary General Meeting of Shareholders No. 1/2013 from February 12, 2013 until the meeting
has been fully converned and determine the agenda of the meeting as follows ;
Agenda 1
Chairman’s Report
Agenda 2
To consider and approve the minutes of the Annual General
Meeting of Shareholders for the year 2007 held on April 27, 2007
Agenda 3
To consider the appointment of auditors
Ms. Susan Eiamvanicha
CPA No. 4306 or
Mr. Suchart Panitcharoen
CPA No. 4475 or
Mr. Somyot Wiwatapinai
CPA No. 5476
of SP Audit Co., Ltd. and audit fee.
Agenda 4
To acknowledge the progress of the Business Reorganization Plan
Agenda 5
To consider and approve the debt-to-equity conversion plan for the Creditors
pursuant to Business Reorganization Plan.
Agenda 6
To consider and approve the increase of the registered capital of the
Company to the Creditors pursuant to the Business Reorganization Plan to support
the debt-to-equity conversion plan by increasing the registered capital of the
Company from Baht 261,358,670 to Baht to 310,360,460 by issuing new ordinary
shares in the number of 4,900,179 shares with par value of Baht 10 per share total
of Baht 49,001,790 and allocate to the Creditor for the debt-to-equity conversion
plan according to the Business Rehabilitation Plan.
Agenda 7
To consider and approve the amendment of the Memorandum of Association of the
Company in Clause 4 according to the increase of the registered capital of the
Company in the previous agenda.
Agenda 8
To consider and approve the decrease of registered capital of the Company
from Baht 310,360460 to Baht 31,036,046 by decreasing the par value from Baht
10 per share to Baht 1 per share according to the Business Rehabilitation Plan.
7
Agenda 9
Agenda 10
Agenda 11
Agenda 12
Agenda 13
Agenda 14
Agenda 15
Agenda 16
Agenda 17
To consider and approve the amendment of the Memorandum of
Association of the Company in Clause 4 according to the decrease of the registered
capital of the Company in the previous agenda.
To consider and approve the increase of the registered capital of the Company
from Baht 31,036,046 to Baht 124,144,188 by issuing the new ordinary shares in
the number of 93,108,142 and allocation of the new ordinary shares from the
increase of the registered capital of the Company to the specific person
(Private Placement) with the investment amount of Baht 70,000,000 at the value of
Baht 0.75181395 per share. The proceed from the registered capital increase will
be utilized for the benefit of the rehabilitation plan and the amendment of the
Memorandum or Association and/or Affidavit of the Company.
To consider and approve the amendment of the Memorandum of Association
of the Company Clause 4 to be consistent with the increased of the registered
capital of the Company in the previous agenda
To consider and approve the acquisition of shares in V Technology
System Co., Ltd. of 1,749,998 ordinary shares with a par value of Baht 100 per
share at Baht 100 per share from the existing shareholders of V Technology
Systems Co., Ltd. in the amount of Baht 174,999,800 which is an acquisition of the
assets of the Company by the “Acquisition or Disposition Notification” and the
Related Transaction
To consider and approve the increase of the registered capital of the Company
from Baht 124,144,188 to Baht 299,143,988 by issuing new ordinary shares in the
number of 174,999,800 shares with the par value of Baht 1 per share total value of
Baht 174,999,800 to support the acquisition of V Technology System Co., Ltd. of
1,749,998 shares with par value of Baht 100 per share equal 100 percent from the
existing shareholders of V Technology System Co., Ltd.
To consider and approve the amendment of the Memorandum of Association of the
Company in Clause 4 to be consistent with the increase of the registered capital of
the Company according to previous agenda
To consider and acknowledge the waiver of Tender Offers for all
securities of the Company according to the Business Reorganization Plan
To consider and approve the arrangement and disposal of the net assets in the
production and distribution of teak product Business of the Company, the
transaction concerning the “Acquisition and Disposition Notification”
To consider and approve Change of Business Structure and Management after the
increase of the registered capital of the Company
8
17.1
Agenda 18
To consider and approve the director whose tem is expired by rotation
and appointment of new directors to replace and the increase of number
of directors and the appointment of new directors and the change of the
authorized director of the Company and the remuneration of directors
17.2 To consider and approve the change of Company’s name and relocation
of headquarter of the Company
17.3 To consider and approve the amendment of the Articles of Association,
the Objectives and the Affidavit of the Company
17.4 To consider and approve the amendment of the Memorandum of
Associations of the Company to be consistent with the change of
directors, change of the Company’s name , the relocation of the
Company’s headquarter, the amendment of the Articles of Association,
the Objectives and the Affidavit of the Company
To consider other matter (if any)
Please be informed accordingly.
Yours sincerely,
Thaveesak Vayakornvichitr
The Plan Administrator of Sun Wood Industries Plc.
9
Attachment 1
(Translation)
Summary of Business Reorganization Plan Amendment of Sun Wood Industries Public Company Limited dated
October 3, 2012 and November 9, 2012
Regarding The Business Reorganization Plan Amendment of Sun Wood Industries Public Company Limited (“the Company”)
dated October 3, 2012 and November 9, 2013, the Plan Administrator has added the one time repayment alternative from the
solicitation of the potential investor who can benefit and enhance the Company future and financial capability including the fund
from the insurance claim from Bangkok Insurance Plc. The summary of the Business Reorganization Plan Amendment are as
follows ;
1. To added Clause 14 that “to solicit the investors” who has potential business and financial capability to enhance the
future of the Company within 6 months from the date of approval of the 2nd Amendment of Business Reorganization
Plan (“the Plan”) by the Central Bankruptcy Court with an 6 month extension option, if there is no any written
objection from the Creditors Committee within 30 days from the date which the Plan Administrator has informed the
Creditors Committee in writing. The value of investment shall not less than Baht 90,000,000. The investor
nomination procedure is as follows;
a) The investors submits the Letters of Intent to the Company with the terms and conditions pursuant to
the Plan.
b) Convert approximately Baht 49.0 million of debt to the Company equity.
c) Decrease the registered capital by reducing the value of par value from Baht 10 to Baht 1 per share.
d) The investors invest with the total value of investment not less than Baht 90,000,000 which consist of;
i. Investment value of Baht 70.0 million for purchase of approximately 93 million new ordinary
share at Baht 0.75181395 per share in order to hold not less than 75% (seventy five percent).
The proceed will be utilized as follows :
1. The amount of Baht 50.0 million will be paid to the Creditors
2. The amount of Baht 10.0 million will be used as the working capital for the Company
3. The amount of Baht 10.0 million will be paid for the Company’s expenses and others overdue
payments.
ii. The objectives of the investment amount of Baht 20 million is to loan to the Company and/or
purchase the net assets of teak business from the Company. The proceed will be paid to the
Creditors
e) The source of fund in the amount of Baht 175 million which be repaid to the Creditors pursuant to the
Business Rehabilitation Plan are as follows;
i) The fund from the capital increase from the investor (as per i.1) Baht 50 million
ii) Loan from the investor and/or the fund from purchase
of net assets in teak business (as per ii) for the amount of
Baht 20 million
iii) The fund from Operations for the amount of
Baht 10 million
iv) The compensation payment from insurance company
for damaged from flood situation
Baht 95 million
f) The remaining debts according to the Business Reorganization Plan shall be forgiven.
1
2.
To amended the accomplishment of the Rehabilitation Plan accordingly to payment to creditors from
the investor and the money from insurance claim
a) During 3 years period from the date of the Central Bankruptcy Court’s approved the plan, the Company has
paid to creditors and the Plan Administrator has considered that the Company has potential and capability to
continue the operations and compete in the market and there is no any objection from the creditors or
b) The Company has already paid to the Creditors pursuant to the repayment plan form the funds from the new
capital from the existing shareholders or investors or
c) The Plan Administrator has considered that the Business Reorganization is succeeded and there is
arrangement or agreement regarding the Company’s assets and liabilities pursuant to Clause 14.4
3.
To added Clause of the arrangement of the non-core assets of the Company to benefit the Reorganization Plan or
for working capital of the Company or the optimization of the Company’s assets and liabilities.
a) The Plan Administrator is authorized to manage the Company’s assets and liabilities in order to optimize the
benefit to the Company under the investor’s approval.
b) The Plan Administrator is authorized to manage, sell or transfer the non-core assets or asset of the Company
which will not be used to pay the debts under the following terms and conditions;
 In case non-core assets of the Company is immovable assets.
The selling price is not less than 100 percent of the forced sale price which appraised within one year or
not less than 75 percent of the book value pursuant to the latest accounting period.
 In case of non-core assets of the Company is unlisted securities.
The selling or transfer price is not to less than the book value as of the 2010 audited financial statements.
In case of the net value is equal or less than zero, the selling or transfer price is not less than 1 percent of
the initial investment in securities.
 In case of non-core assets of the Company is inactive account receivable over 365 days
The selling or transfer price is not less that the net book value as of the 2010 audited financial statements.
In the case of the net value is equal to zero, the selling or transfer price is not less than 1 percent of the
cost of that account receivable.
 In case of the non-core assets of the Company is other assets which not used in the operations
The selling or transfer price is not less than the net book value as of the 2010 audited financial
statements.
In case of the net book value is equal to zero, the selling or transfer price is not less than 1 percent of the
cost of the others assets value.
For the necessary and the most benefits to the creditors, the Plan Administrator is authorized to selling the
said non-core assets at the value which less than the above terms and conditions by approval from the
creditors, Plan Administrator and the investor.
2
In the meantime, during the Plan Administration process to selling the non-core assets, if any creditor is
interested in transfer of asset for payment debt, the creditors shall notify to the Plan Administrator. The Plan
Administrator shall arrange for the agreement for the remaining debts and transfer the non-core assets within
30 days from the notified date.
4. The summary of the significant of source of fund and use of fund structure
Sources of Fund
Converted Debt to Equity
2011
Cash from Operations
2011
Convert Debt to Equity
Compensation from Insurance
Increased capital from investor
Loan from investor and/or
Purchase net assets of teak business
Cash from operations
(Unit : Million of Baht)
Used of Fund
Repay debts to Creditors
Ordinary shares
2011
159.66
2013
49.00
208.06
Cash
Compensation from
Insurance Company
95.02
Loan from investor and/or
Purchase net assets of teak
Business
20.00
Cash from Investor
50.00
Cash from Operations
11.75
176.77
Pay accrued expenses
10.00
159.66
1.75
2013
2013
2013
49.00
95.02
50.00
2013
2013
20.00
20.00
395.43
Cash from investor
2013
395.43
20.00
Pay A/R after the Business
Reorganization Plan
415.43
20.00
415.43
3
5. Summary the significant of Shareholder Structure
List of Shareholders
Existing Capital
No. of Shares
%
Increase
No. of Shares
Exixting Shareholders
10,133,550 100.00%
Group 2
Financial Institutions - Secured debts
1,312,587
Group 4
Guarantee
2,439,282
Group 7
Borrowing
17,150,627
Mr. Tarit Udomcharoenchaikit
Ms. Dao Wairaksat
Mr. Sombat Pattarakunprasit
Total
Decrease
%
No. of Shares
(91,201,950)
6.28% (11,813,283)
11.67% (21,953,538)
82.05% (154,355,647)
Adjust Capital
%
32.65%
4.23%
7.86%
55.26%
10,133,550 100.00% 20,902,496 100.00% (279,324,418) 100.00%
No. of Shares
%
Adjusted after Investment
Capital after Investment
No. of Shares
No. of Shares
10,133,550 32.65% 10,133,550
1,312,587 4.23% 1,312,587
2,439,282 7.86% 2,439,282
17,150,627 55.26% 17,150,627
66,505,816
%
10.39%
1.35%
2.50%
17.58%
68.18%
%
Capital after the Plan
No. of Shares
10,133,550 8.16%
1,312,587 1.06%
2,439,282 1.96%
17,150,627 13.82%
93,108,142 75.00%
31,036,046 100.00% 97,541,862 100.00% 124,144,188 100.00%
Remarks :
1/ Fund from the increased capital of 66.50 million shares or Baht 50.0 million from investor will utilize for pay debts by the Business Reorganization Plan, result that the existing shareholders
holds 10.39 percent which over 10 percent
2/ Fund from increased capital of 26.60 shares million or Baht 20 million will utilize for working capital and for operations of the Company
4
10,133,550
1,312,587
2,439,282
17,150,627
182,358,042
31,500,000
31,500,000
12,249,900
10,500,000
%
3.39%
0.44%
0.82%
5.73%
60.96%
10.53%
10.53%
4.09%
3.51%
299,143,988 100.00%
(Translation)
Attachment 2
Terms and Conditions of Capital Investment
1. Mr. Vivitphong Vivitkunaporn personally intends to invest in the company capital as per following
conditions:
1.1 Holding Sun Wood Industries Plc. (“the Company”) not less than 75% of the registered
capital paid after an addition of the new fund
1.2 The Company must arrange for an auditor to audit the financial statements for year ended
December 31, 2011 and distribute the financial report of company executors for the six
month ended on June 30, 2012.
1.3 The Company must arrange for an auditor to audit the financial statement for year ended
December 31, 2012 and finalize the report by February 28, 2013
1.4 Within five years after the investors have invested in the company, should there be any
income tax or any other taxes incurred by the Company from disposing of assets to the third
party, Mr. Thaveesak Vayakornvichitr, the former company shareholder will be responsible for
all tax obligations.
1.5 Within three years after the hand over of the Company to investors, should there be any
liabilities including any contingencies and tax obligations that did not appear in the financial
statements and happened before the new board of directors were appointed, Mr Thaveesak
Vayakornvichitr, the former company shareholder will be responsible for all mentioned liabilities
1.6 The Company will use the funds and other cash investment, for example compensation claims,
income from sales of company assets, company cash on hand, etc, to repay debts under the
Rehabilitation Plan. After payment of liabilities and debts, the total asset must exceed the total
liabilities.
2. V Technology System Co., Ltd. (“Vtech”) by Mr. Vivitphong Vivitkunaporn as the Executive and the
representative of the major shareholders (“the investors”), intends to merge Vtech with the Company.
The main conditions are as follows:
2.1
The investors will subscribe SUN shares for the amount of 174,999,800 shares
with the par value of Baht 1 per share. The Company will use the proceeds from the capital
increase to purchase Vtech shares from Vtech shareholders. This will make Vtech
become a subsidiary of the Company.
2.2
The investors proposed the Company to arrange a shareholder meeting and approval as
follows:
1
2.2.1
2.2.2
2.2.3
2.2.4
2.2.5
2.3
Increase of 174,999,800 new ordinary shares with the par value of Baht 1 per share
and allot to the investors.
Offer price of the new ordinary shares of the Company according to the Business
Reorganization Plan
Approve to purchase Vtech shares from Vtech shareholders for the amount of Baht
174,999,800, in the par value of Baht 100 per share paid by ordinary shares
issuing.
Approve selling of company assets including land, buildings, machinery,
investments in other companies or other non-benefit properties to the business
of Vtech including current assets, such as inventory, accounts receivable and
other securities to repay debts. After payment of liabilities and debts, the total
asset must exceed the total outstanding liabilities.
Approve for the change of the Company name, the number of Directors, the board
of directors, the remuneration of the committee, amendment of the Memorandum of
Association, Objective, Articles of Association and company Affidavit in order to
consist with the investment conditions.
Certify and to process the various subjects as follows:
2.3.1 The Company to certify that the accounting records is true and correct accordingly
to the financial statements of the Company by appointed the auditors which listed
in SEC list to audit and certify the Financial Statements
2.3.2 The Company certified that within 3 years after the hand over of the Company to
investors should there be any liabilities including and contingencies and tax
obligations that did not appear in the financial statements and happened before the
new board of directors of Vtech are appointed, Mr.Thaveesak Vayakornvichitr, the
former company shareholder will be responsible for all obligation and contingent
liabilities as well as tax obligations.
2.3.3 The shareholders of Vtech shall make Vtech to have accounting records according
to the accounting records right with the accounting standard of listed companies
2.3.4 Prior to merge with the Company, Vtech may increase the registered capital and
dividend pay out to the shareholders
2.3.5 The shareholders of Vtech shall increase the registered capital and/or purchase
more assets in Vtech in order to added value in Vtech’s registered capital over the
Company’s value
2.3.6 The each parties shall responsible for its expenses, income tax, duty stamps may
be occurred in each parties
2
2.4
Other conditions :
2.4.1 After the shareholders of Vtech are the major shareholders of the Company which
result to across the trigger points for the tender offer of shares, the Company must
cooperate the acquisition of new securities without making tender offer of all shares
of the Company because this is to support and assist the Company in business
rehabilitation. In case the SEC can not waiver the tender offer and the Company
cannot offer a new conditions or better conditions than the original agreement,
Vtech has the right to cancel the proposal all made between the shareholders
and/or between major shareholders of the Company.
3 Ciemme Srl. Italy (“Ciemme”) by Mr Diego Vassallie, Director and Executive of Ciemme has
expressed interest to purchase net assets of the business manufacturing and selling teak from the
Sun Wood Industries Public Company Limited (“the Company”) with conditions as follows:
3.1 The Company must establish a subsidiary company to transfer net assets of teak business
without any Rehabilitation Debts and hand over to the Ciemme within 60 days from the date of
the Court order to approve the Plan or the date of the Extraordinary General Meeting of
shareholders’ meeting to approve the disposition of assets, whichever happens later.
3.2 Offer to purchase shares of the subsidiary company for the value of Baht 20,000,000. Ciemme
agrees to make a deposit of 10% of the purchase amount within 14 days from the date of the
Court order to approve the plan or the date of the shareholders’ meeting to disposition of assets
and related transaction by establishing a subsidiary company and transfer of teak business,
whichever happens later.
3.3 Balance of the investment value will be paid within 14 days from the date the Company transfers
ownership of the subsidiary company to Ciemme.
3.4 If the Company is not able to transfer shares of the subsidiary company, for example, where the
Court does not approve the Plan, or the shareholders do not approve distribution of assets and
related items, the Company must return all money to Ciemme within 3 working days.
3.5 Ciemme will make a contract to purchase assets with the Company after the date of the Court
order to approve the amendment of the Business Reorganization Plan and until the Company
achieved conditions under terms of the letter of interest of a joint venture. If the conditions are
not achieved, they will be adjusted to conditions precedent to the contract.
3.6 Ciemme reserves the right to acquire the net assets of the subsidiary company, whether the
investment of investor or the merger of the Sun business is successful or not.
********************************************
3
(Amended in red)
(Translation)
Information Memorandum on the Deposition of Assets of
Sun Wood Industries Public Company Limited
Date : January 25, 2013
Subject
:
To
:
Information Memorandum on the Disposition of Assets
President
The Stock Exchange of Thailand
The Board of Director’s meeting of Sun Wood Industries Public Company Limited (”the Company” or “SUN”) No. 1/2013 on
January 25, 2013 has approved a resolution for the Company to execute the disposal of assets by selling the net assets in teak
business, teak furnitures and teak products, excluding debts in the Rehabilitation Plan. The selling value is not exceed Baht
20,000,000 (Twenty million Baht), the Company shall receive of fund from the dispose of the net assets in teak business, teak
product to Ciemme Srl. by selling the ordinary shares of the subsidiary of the Company which will be established for transfer of
net assets in teak business.
1. Transaction Date
After the transaction :
1) Approved of the Business Reorganization Plan Amendment by The Central Bankruptcy Court
2) The approved by the Shareholders’ Extraordinary General Meeting No. 1/2556
2. The relevant parties and relationship with the Company
Buyer
:
Ciemme Srl. by Mr. Diego Vassalie (proposed and solicitation by Mr. Thaveesak
Vayakornvichitr)
Seller :
Relationship with the Company :
The Buyer and Seller is not related parties
3. General Characteristic of the Transaction and Size of Transaction
3.1 General Characteristic of the Transaction
(1)
The Company will establish the subsidiary company :
Name
:
Sun Business Co., Ltd. (The Company holds 100%)
Transaction Date :
Within 30 days from the date of approval for the Amendment of Business
Reorganization Plan or the date approved by the Shareholders’
Extraordinary General Meeting No. 1/2556. Whichever happen before.
Type of Business :
Manufacturing and Supplying of teak furniture and teak products
1
Source of Fund
:
The Company’s working capital
Objectives
:
(1)
(2)
3.2
For the business structure, the Company to transfer assets and
liabilities in teak furniture products excluding debt in the Business
Rehabilitation Plan and the guarantee obligations
In order to investor’s conditions, the Company to selling of nonbenefit properties to the business of investor such as land,
machinery, investment in other companies, inventories and
accounts receivable for payment of overdue suppliers of the
Company.. After the selling or transfer assets and liabilities out of
the Company, there will be cash enough to repay for debts
The Size of Transaction
The transaction size is classified in the Disclosure of Information and Other Acts of Listed Companies Concerning
the Acquisition and Disposition of Assets B.E. 2004 and Notification of the Capital market Supervisory Board No.
TorChor. 20/2551 Re : Rules on Entering into Material Transactions Deemed as Acquisition or disposal of Assets
(the Acquisition and Deposition) including the amendment announcement. The transaction size equals to 10.72 %
of the total value of the consideration and based on other assets disposition calculated by the latest disclosure of
the consolidated Financial Report of the Company as of June 30, 2011.
However, the Company shall process to Board of Directors of the Company for approval and arrange the
disclosure of transaction to SET as well as propose to the Shareholders’ Extraordinary General Meeting for
approval by appointed the Independent Financial Advisor to create value and study the information and prepare
report to the shareholders.
4. Details of the Disposal of Assets
Within 30 days from the date of the Central Bankruptcy Court approved the Business Reorganization Plan and the dated
from the Shareholders’ Extraordinary General Meeting No. 1/2556, the Company shall distribute the investment in the
subsidiary company details as follows :
1) General information of Sun Business Co, Ltd.
Type of Business
:
Manufacturing and supplying of teak furniture and teak products
Location
:
No. 32/2 Moo 5, 3rd Floor, Bangsai-Chiangraknoi Road,
Ratchakram District, Bangsak Prefecture, Phanakorn Sriayudhaya Province
Registered Capital
:
Baht 100,000.00
Proportion holds in Company’s shares : 99.99 percent
Board of Director
:
1.
Mr. Thaveesak Vayakornvichitr
2.
Mrs. Sasithorn Arw-Roongreong
3.
Miss Chintana Sitprasat
2
2) Value of core Assets and Liabilities to be transferred to Sun Business Co., Ltd. as well as investment in subsidiaries of
the Company namely Sun Cabinet Co., Ltd., Longsan Veneer Co., Ltd. SWI International Holdings Co., Ltd.,
Gardenside International Ltd., Lister Lutyens Co., Ltd., Lister 1883 USA, LLC and reference to the Financial
Statements as of June 30, 2011
Descriptions
BookValue
Remarks
Assets as of June 30, 2011
Trade account receivables – related parties - net
10,702,763.15
-
Trade account receivables – third parties - net
12,204,894.23
-
Inventories – net
11,332,672.81
-
-
Investment in subsidiaries – net
-
12,663,692.50
-
22,404,080.88
-
Others Current Assets
5,286,038.06
-
Fixed Deposits pledged as collateral
2,302,000.00
-
188,740.72
-
77,084,882.35
-
Trade account payable – related Parties
34,710,980.46
-
Trade account payable - third party
18,594,303.15
-
Short-term loan from related parties
2,353,449.89
-
48,776,629.17
-
Net Liabilities to be transferred to Sun Business Co, Ltd
104,435,362.67
-
Net Assets Value
(27,350,480.32)
-
Obligation and contingent liabilities according to the
Business Reorganization Plan - net
Property, plants and equipment - net
Others Assets
Total net assets to be transferred to Sun Business Co., Ltd.
Liabilities as of June 30, 2011
Other Current Liabilities
3
Core Assets to be sold out :
Assets
Value of
Value of
Remarks
Assessment
Force Sale
Fixed assets located at Ratchakram District, Bangsai Prefecture, Prnakorn Sriayudhaya Province
Land Title Deed No. 15335
11,900,000.00
7,100,000.00
- Valuation value by 15 Business Advisory Ltd.
on December 25, 2007
- Mortgaged with Thai Military Bank Plc.
- During the assessment process
Building and any structure on
1,000,000.00
600,000.00
Land Title Deed No. 15335
Machinery
8,956,000.00
3,582,400.00
Fixed Assets located at Bangkrasan District, Bangpa-In Prefecture, Pranakorn Sriayudhaya Province
Land Title Deed No. 9866 and
2,700,000.00
1,620,000.00
No. 21588
- Mortgaged with EXIM
Building and structure on
1,800,000.00
1,080,000.00
Land Title Deed No. 9866 and
No. 21588
- Mortgaged with EXIM
Total
26,356,000.00 13,982,400.00
4
Assets
Cost of
Provision for
Investment
Devaluation
Investment in the subsidiaries company as of June 30, 2011
(Furniture Product)
99,999,400
(99,999,400)
Longsan Veneer Co., Ltd.
(Veneer Product)
18,700,000
(18,700,000)
Remarks
-
-
During the propose the amendment of
the Business Reorganization Plan and
the Central Bankruptcy Court, the
appointment at the court will be January
23, 2013
During the process to amendment of the
Business Reorganization Plan
SWI International Holding
Company Limited
(Holdings in other
company)
Lister 1883 USA, LLC
(Distributor of furniture)
Total
1,862,240
(1,862,240)
3,558,496.00
(3,558,496.00)
124,120,136.00
(124,120,136.00)
Assets
Inventories as of June 30, 2011
Raw Materials
Work in process
Finish goods
Factory’s supplies
Goods in transit
Total
Less : Allowance for diminution in value of inventories
Net Assets
Book Value
58,206,288.87
37,201,696.78
26,994,171.68
1,479,436.41
1,918,763.76
125,863,357.50
(114,530,684.89)
11,332,672.81
5
-
During the process to liquidate the
company
Remarks
Unadjusted loss on flood crisis in late of 2011
Unadjusted loss on flood crisis in late 2011
Assets
Cost Value
Accountable Receivable – Related Parties as of June 30, 2011
Lister Lutyens Co., Ltd.
72,452,796.20
Gardenside International Limited
81,402,835.13
795,870.47
Santi Forestry Co., Ltd.
5,423,696.97
Ame Wood Supply Co., Ltd.
363,103.48
Sun Paratech Plc.
288.90
Total
160,438,591.15
Less : Allowance for doubtful accounts
(149,735,828.00)
Net Accounts Receivable – Related Parties
10,702,763.15
Others Assets as of June 30, 2011
Trade receivable - Others
Less : Allowance for doubtful debts
Trade receivable – others - net
Remarks
-
12,636,912.83 (432,018.60)
12,204,894.23
Assets
Capital Value
Remarks
Contingent Liabilities to related Parties according to the Business Reorganization Plan as of June 30, 2011
16,657,306.60
13,282,388.32
12,948,673.89
Total
42,888,368.81
Less : Allowance for doubtful debts
(30,224,676.31)
Net Account Receivable – Related Parties
12,663,692.50
Core Liabilities
Liabilities
Assessment Value
Accounts Payable (Related Parties) as of June 30, 2011
27,058,295.16
607,822.57
7,044,862.73
Total
34,710,980.46
Trade accounts payable – third party as of June 30, 2011
Trade account receivable – third party
18,594,303.15
Total
53,305,283.61
6
Remarks
3) Obligations of Sun Business Co., Ltd.
- None - Since the company is newly established, it will begin to operate immediately upon completion of the
registration.
5. Total Value of consideration paid
Total value of assets to be disposal excluding debts in the Rehabilitation Plan will not exceed Baht 20,000,000 (Baht twenty
million) which the book value is deficit of Baht (27,350,480.32) (Baht twenty seven million three hundred fifty thousand
four hundred eighty and Stang thirty two) pay by cash deposit at 10 percent of total buying value for the amount of Baht
2,000,000 (Baht Two million) as the partial paid for subsidiary company’s shares. Within 14 days after the Central
Bankruptcy Court’s approved the Business Reorganization plan or the Shareholders’ Extraordinary General Meeting
resolved the approved of disposal of assets or the Company has established the subsidiary company and was transferred the
wood business, whichever happen later. The balance of Baht 18,000,000 (Baht eighteen million) will pay within 14 days
after the date of the Company had transferred rights in the subsidiary company’s share to the joint person.
6. Value of Assets Disposed
The Ordinary shares of Sun Business Co., Ltd. as the subsidiary company which holds 99.99% of 10,000 shares
at value of par Baht 10 per share approximately Baht 100,000.00.
7. Business used to determine the value of consideration
The selling price and the buying price is agreeable price
8. Benefits of the Company as the Result of the Transaction
1) Solving the Company financial problem by using the proceed pursuant to the Business Reorganization Plan
which is reduced the debt amount of Baht 615.311 million in case to solicit the investor
2) As the potential investor’s conditions, Vtech’s shareholders to invested in the Company’s shares after the Board
of Director’s meeting and the Shareholders’ Extraordinary General Meeting resolved to enter into the transaction
and the Business Organization Plan is approved. After the transaction, the Company shall submit the application
to SET for resume trading.
9. Plan for Utilizing the funds from sale
The Company will use the net value of consideration of Baht 20,000,000 to pay the Creditors pursuant to the Rehabilitation
Plan Amendment dated October 3, 2012 and November 9, 2012
10. Conditions of Transaction
On January 4, 2013, the Company receipt the Letter of Intended Investment from Ciemme Srl. in Italy by Mr. Diego
Vasselle interested to purchase net assets of production and distribution of teak products excluding debts in the
Rehabilitation Plan under the condition that the Company shall establish new subsidiary to manage the transfer of net
assets of teak business.
After the enter into transaction, the Company is no longer distributing and supplying in teak furniture and teak products.
7
11. Board of Directors’ Opinion on the Transaction
The Board of Directors has considered and amended the Business Reorganization Plan according to the Amendment dated
October 3, 2012 and November 9, 2012, with the main objective to benefit the Business Reorganization of the Company and
mitigate the impact which may occur to the shareholders and protect the right of minority shareholders as much as possible.
The Board of Directors has solicited and nominated potential investor who have potential business and finance capability to
enhance the future of the Company on solving the financial problem of the Company in order to repay the Rehabilitation
Debt to the creditors. The potential Investor will have the capability to improve the company status to maintain the status of
listed company in the Stock Exchange of Thailand (“SET”). After Approved of Investment, the Company will submit the
application to SET for resume trading. However, the main investment condition is the disposal of teak business. The Board
of Directors has considered and resolved that this transaction will benefit directly to the Company and Shareholders due to
the potential in the business of the investor which will enhance the Company in the future.
The Board of Directors’ Meeting resolved to enter into the transaction and to propose to the Extraordinary General Meeting
for consideration. Furthermore, the Board of Director’s Meeting has appointed JVS Advisory Co., Ltd. as the Independent
Financial Advisor to create value and study the information and prepare report to the Shareholders.
12. Opinion of the Board and/or the Audit Committee which is different from the opinion of the Board of Directors
-NILThe Company hereby certified that the Information contained in this report is true and complete all in respects.
Please be informed accordingly,
Yours sincerely,
8
Amended in red
-TranslationINFORMATION OF MEMORANDUM
REGARDING THE ACQUISITION OF ASSETS AND CONNECTED
TRANSACTION
SUN WOOD INDUSTRIES PUBLIC COMPANY LIMITED
25 January 2013
Subject: Information Memorandum regarding the Acquisition of Assets and
Connected Transaction
To:
The President of the Stock Exchange of Thailand
Since the Board of Directors of Sun Wood Industries Public Company Limited
("the Company", "SUN") in the Board of Director’s Meeting No.1/2013 on 25
January 2013, has passed the resolutions for the Company to enter into the acquisition
of assets from Mr. Vivitphong Vivitkunaporn and shareholders of V Technology
System Company Limited ("VTECH") (the Investors) by offering newly issue
ordinary shares on private placement basis according to the details as below
-
Newly issued ordinary shares of 93,108,142 shares at offering price of Baht
0.75181395 per share offered to Mr. Vivitphong Vivitkunaporn for the return
as cash to the company of Baht 70 million
-
Newly issued ordinary shares of 174,999,800 shares on par value Baht 1 per
share, total value is Baht 174,999,800. The amount of mentioned newly issued
ordinary shares will be offered to all VTECH shareholders on share swap
basis. The conversion ratio shall be 1 VTECH share to 100 SUN newly issued
shares.
The details of the transaction are as follows:
1. Date, month and year on which the transaction occurs
The Company will enter into the transaction after
1) The Approval from the Extraordinary General Meeting of the Shareholders
of the Company No.1/2013 and
2) The shareholders of VTECH have been granted waive for tender offer
from the Securities and Exchange Commission of Thailand (SEC) which
expected to be approved, and the transaction expected to be completed
within March 2013.
1
2. The parties involved and their relationship with the listed company
Purchaser:
Seller:
The Investors are Mr. Vivitphong Vivitkunaporn and other
shareholders of VTECH whom expected to engage in shares
swap (Names of the shareholders of VTECH are specified in
the item no. 6. Value of the assets acquired and payment)
The Company has no relationship with the investors. After
completion of the sale and purchase of shares, the Company
will become a major shareholder of VTECH, holding not less
than 99% of the shares in VTECH and the shareholders of
VTECH will become the shareholders of the Company.
Therefore those will have the rights to nominate person(s) to
be directors and/or management of the Company. In this
regard, VTECH is a juristic person that has the major
shareholder and or a controlling person as the person to be
nominated as the management or a controlling person of
SUN. As a result, it shall be deemed as a connected
transaction according to the definition of the connected
person which is the management, major shareholders,
controlling persons or persons to be nominated as the
management or controlling persons of a listed company or a
subsidiary company, including related persons and close
relatives of such persons according to the Notification of the
Capital Market Supervisory Board No. TorJor. 21/2551 Re:
Rules on Connected Transactions and the Notification of the
Board of Governors of the Stock Exchange of Thailand Re:
Disclosure of Information and Other Acts of Listed
Companies Concerning the Connected Transactions B.E.
2546 (2003).
Relationship with
the listed
company
3. General characteristics of the transaction
The acquisition of the ordinary shares of VTECH is considered as an
acquisition of assets of listed companies in Class 4 Transaction or Backdoor Listing
under the Notification of the Capital Market Supervisory Board No. TorJor. 20/2551
Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal
of Assets and the Notification of the Board of Governors of the Stock Exchange of
Thailand Re: Disclosure of Information and Other Acts of Listed Companies
Concerning the Acquisition and Disposition of Assets B.E. 2547 (2004). The size of
the transaction is equivalent to 870.17%, calculated based on the newly issued share
which consideration received in accordance with the Company's consolidated
financial statements as of 30 June 2011
2
In addition, the acquisition of such assets shall be deemed as a connected
transaction under the Notification of the Capital Market Supervisory Board
No.TorJor. 20/2551 Re: Rules on Entering into Connected Transaction, and the
Notification of the Board of Governors of the Stock Exchange of Thailand Re:
Disclosure of Information and Other Acts of Listed Companies Concerning the
Connected Transaction B.E. 2546 (2003). The value of the transaction is more than
Baht 20 million, which the company must obtain an approval from Board of Director
and prepare the Information Memorandum regarding the Connected Transaction and
obtain and the approval from the shareholders' meeting as well as appoint
Independent Financial Advisor to prepare an opinion report for the consideration of
shareholders.
4. Details of the acquired assets
The Company will acquire VTECH ordinary shares of 1,749,998 shares with a par
value of Baht 100 per share. Total amount of investment is THB 175 million. Details
are as follow
Company Name
V Technology System Co.,Ltd.
Incorporation
Date
Address
24 October 2001
Registered
Capital
As of 13 December 2012, the company had the registered capital of Baht
100 million consisted of 1million shares with a par value of Baht 100 per
share. VTEC determines to raise the registered capital in the next
Extraordinary Shareholder Meeting which will be held in March 2013.
The registered capital shall be increase to Baht 175 million consisted of
1.75 million shares on a par value of Baht 100 which will be allocated by
right offering.
None
Shareholding
Ratio Prior to
the Transaction
Number of
Shares to be
acquired
Shareholding
Ratio after the
Transaction
Nature of
Business
50 Soi Ngamdoplee, Rama4 Road, Toongmahameak, Sathorn,
Bangkok 10120
1,749,998 shares
Not more than 100 percent of the registered and paid-up capital
V Technology Systems Company Limited is the expert in Information
&Technology for Management which offer full services covering the
provision of hardware, auxiliary equipments, system software,
consultancy, architecture and management for large-scale database,
analysis, development of applied software and the provision of
information regarding Computer Center Environment. Currently, there are
4 business lines as follows;
3
1) ICT Department
This type of the services aims to help provide computer
equipments or devices for public and private organizations
through renting, leasing, procurement auctions. It also covers the
services on the extensive system management and the provision of
equipments and personnel through outsource system. The
company provides services for public and private organizations
nationwide such as the Office of the Basic Education Commission
(OBEC)
2) Software and Solution Department
The service aims to develop custom package software to serve the
specific needs of organizations including the training for user. The
company provides Management Information System (MIS) for
large educational institution such as Rajabhat Universities and
other local government authority such as village fund which
currently applied for more than 30,000 villages around country
and increasing.
3) Telecom Department
The company was trusted by the large telecommunication services
providers to expand its Microwave Communication System for
use in its own-operated network such as 2G and 3G. The projected
with TrueMove in 2011-2012 which value Baht 600 million to
expand coverage of 3G throughout country is one of the
company’s success
4) Medical Supply and Device
The company has expanded their expertise in IT into medical
supply and device in 2012 which appointed as distributor for high
technology medical supply and device from BenQ. Currently, the
company has sell its product under brand “Miacare” through large
convenience stores such as Watson, Booth, Tesco Lotus and Big C
Also, the company has engaged in procurement auction.
Directors and
Shareholders
As of 4 January 2013, The list of Directors are as follow
1
2
3
4
Directors
Vivitphong
Alongkorn
Chakkit
Nattapong
Vivitkunaporn
Chairompho
Thanavirun
Pantakiatpisarn
Position
Director
Director
Director
Director
4
Shareholders List: As of 13 December 2012
Shareholders’ name
No.
No.of shares
as of 13
December
2012
%
No.of
shares
after
increasing
capital to
Baht 175
million
%
1
Vivitphong
Vivitkunaporn
510,000
51
892,500
51
2
Tarit
Udomcharoenchaikit
180,000
18
315,000
18
3
Thanakorn
Chaivisal
180,000
18
315,000
18
4
Dao
Wairaksat
70,000
7
122,500
7
5
Sombat
Pattarakunprasit
60,000
6
105,000
6
1,000,000
100
1,750,000
100
Total
Note: At the par value of Baht 100 per share
5
Summary of Financial Status and Performance of VTECH:
Unit: Million Baht
Year
2009
2010
2011
Revenues
13.87
338.26
1,052.58
Cost of Good Sold
13.07
344.11
853.75
Expenses
1.94
27.87
127.63
Interest
0.00
0.57
19.36
Corporate Taxes
0.00
3.8
25.00
Net Profit(Loss)
(1.14)
(8.11)
26.81
44.32
215.93
456.79
0.37
18.91
36.62
1.04
3.34
16.75
Total Assets
45.73
242.93
515.11
Short term Liabilities
21.04
18.47
178.10
Accounts Payable
14.16
48.84
159.87
Total Current Liabilities
36.27
151.39
396.23
Total Liabilities
36.86
152.18
397.55
Paid-up Capital
10.00
100.00
100.00
Retained Earnings
(1.13)
(9.25)
17.56
8.86
90.74
117.56
Profit/Loss Statement
Balance Sheet
Current Assets
Fixed Deposit
Land, Buildings and
Equipment
Total Equity
Remarks:
- The financial statements for year 2010 were audited by Air Marshal Suwan
Phaknoi, certified public accountant license number 1397.
- The financial statements for year 2011 were audited by Boonyarit
Thanomcharoen, certified public accountant license number 7900 from KPMG
Poomchai Audit Co., Ltd. which is certified auditor from SEC.
- In the next shareholder meeting in March 2013, VTECH Board of Directors is going
to propose paying out dividend for all retained profit as of 31 December 2013 and
increasing VTECH paid up capital to THB 175 million by right offering. As the
result, equity will increase to above THB 175 milllion.
6
5. Total value of the consideration
Total value of the consideration from engaging in the acquisition are newly issued
ordinary share offering on private placement of 93,108,142 shares to Mr. Vivitphong
Vivitkunaporn on a par value of Baht 1 per share at offering price Baht 0.75181395
per share, and other 174,999,800 shares on a par value of Baht 1 per share at offering
price Baht 1 per share offered to other VTECH’s shareholders, of which expecting to
be swap. Therefore, the total value of newly issued shares is 268,107,942 shares
(equivalent to 89.63% of shares after capital increasing) or total value of the
consideration is Baht 245 million.
6. Value of the assets acquired and payment
The value of the acquired assets is cash from increasing capital of Baht 70 million
and the ordinary shares of VTECH in total number of 1,749,998 shares million shares
with par value of Baht 100 per share. The shareholder list of VTECH expected before
the acquisition of the ordinary shares are as follow
No.
Shareholder list
No. of shares before
share swap
No. of shares
expected to be swap
1
Vivitphong Vivitkunaporn
892,500
892,499
2
Tarit Udomcharoenchaikit
315,000
315,000
3
Thanakorn Chaivisal
315,000
315,000
4
Dao Wairaksat
122,500
122,499
5
Sombat Pattarakunprasit
105,000
105,000
1,750,000
1,749,998
Total
Note: Currently VTECH has fully paid registered capital of Baht 100 Million
Before the share swap, VTECH shareholders will approve to pay
dividend from accumulated retain earning after legal reserve, and
increasing its register capital to Baht 175 million by right offering.
The Company will make a repayment for the ordinary shares of VTECH with
the newly issued shares of the Company of 174,999,800 shares on the par value of
Baht 1 per share at the offering price of Baht 1 per share as specified in the
rehabilitation plan, which the board of directors of the debtors had approved on 28
November 2012 regarding investor chapter. The conversion ratio applied will be 1
VTECH share to 100 newly issued shares of the Company.
7
7. Determination basis for the value of consideration
The basis of calculation of the value of consideration to determine the value of
Company’s shares issuing to VTECH shareholders, according to rehabilitation plan
dated 23 March 2012 edited 9 November 2012, specified offering price of the newly
issued shares as follows
Part 1) Not less than 70 million Baht by issuing new ordinary shares on par value
of Baht 1 per share for shareholders or investors holding not less than 75% of
registered capital. After increasing capital, the company would have issued and
paid up ordinary share of Baht 124,144,188.
Part 2) Issued shares for an investment in the future / update operations. The par
value of share is Baht 1 per share. Total amount of investment is not less than 100
million Baht
In private placement, The Company must offer the new shares regarding to the
rehabilitation plan which is expectedly approved by the Bankruptcy Court in February
2013. The offering condition is pre-approved by SEC regulation TorJor 28/2008 Re:
Application for and Approval of Offer for Sale of Newly Issued Shares. Board of
Director has considered LOI of the Investors and will issue the first lot of ordinary
share for 93,108,142 shares at Baht 0.75181395 per share in return of THB 70 million
cash in order to pay creditors and add up equity to be positive. The second lot of
ordinary share for 174,999,800 on par value Baht 1 per share will offer at Baht 1 per
share to VTECH shareholders with swap ratio 100 SUN to 1 VTECH.
Share value of VTECH is determined from par value of VTECH when the paid up
capital is equal to Baht 175 million. As of 30 December 2011, the audited financial
statement shows THB 100 million paid up capital and THB 117.56 million total
equity. Before the next increase of capital to THB 175 million occurs, VTECH will
pay out dividend from all retained earnings. The expected book value is
approximately THB 100 per share. Nevertheless, DCF valuation method will propose
in the shareholders’ meeting by independent financial advisor.
8. Detailed information on individual stakeholders and individuals with each other
and interests in the transaction.
According to VTECH shareholder registrar as at 11 May 2012, there are no
shareholders who have relationship to Mr. Vivitphong Vivitkunaporn, or who else
would have been nominated to serve as directors or controlling shareholders of the
Company or the Directors and major shareholder in VTECH.
9. Expected benefit as the result of the said Transaction
To the Company
 Cash from this increasing capital of Baht 50 million in junction with Baht 395
million, plans for debt repayment according to rehabilitation plan. Total
liabilities and debt obligations is 3,223 million, which the creditor has agreed
8
to release all outstanding debts after the company pay and debt to equity
conversion is in accordance with the terms specified in the rehabilitation plan.

Increasing capital by share swap allows the company to have new potential
business will increase the Company’s revenue and rendered the better
operating result. In 2011, VTECH has total revenue of Baht 1,052.58 million
with net profit of Baht 26.81 million.

The company currently cannot maintain listed company qualification, since
the company has negative equity and engages in debt restructuring and
rehabilitation plan. This capital increasing will improve the company
qualification. After the new investment, the company will has registered
capital of 299 million, shareholders' equity approximately Baht 175 million.
The major asset is the investment in VTECH which is expected continuing
profit from operations.
To shareholders

Increase value of Company’s shares from the new business, VTECH, with
profitable track record.

After the approval of the acquisition from Company’s shareholders, the
Company will re-apply the Stock Exchange of Thailand to resume trading of
the Company’s share in the exchange, regarding to listing of Securities on the
Market for Alternative Investment.
10. Source of fund
The Company will make the payment for the acquisition of the assets with the
newly issued of ordinary shares of the Company on the private placement basis The
total number of 268,107,942 shares with a par value of Baht 1 per share is Baht 245
million.
11. Conditions of the entering into the transaction
The Company has filed a petition for rehabilitation. The Court has ordered that the
company to reorganize and appointed Sun Wood Industries PLC as the Rehabilitation
Administrator on 14 July 2551. The purpose to restructuring the business and
organizations as appropriate, to restructuring debt by organizing debtors and creditors
according to the order of the right to receive payment which defined in the
Bankruptcy Act. The restructuring can proceed with cash flow from operations and /
or repayment of ordinary shares of the Company and / or the repayment of capital and
/ or debt.
The rehabilitation administrator is authorized to seek for investor to invest in the
company according to rehabilitation plan dated 23 March 2012 edited in Debtors
Meeting on 28 November 2012. (As attached with this memorandum) Rehabilitation
administrator will proceed according to the plan with no condition if there were
9
investors who proposed to invest at least Baht 90 million and must report the progress
to shareholder and seek for their approval. The seeking process is a period of 6
months started from the date that court has agreed upon the request for rehabilitation
plan (2nd edition)
Mr. Vivitphong Vivitkunaporn has proposed investment terms as follows
1. Mr. Vivitphong Vivitkunaporn will hold the stake of the company not less
than 75% of the paid-up capital after capital increase.
2. The company must have total assets over total liabilities after debt
repayment according to rehabilitation plan and the repayment for other
liabilities of the company.
3. Auditor must complete the audit of financial statements for the year ended
31 December 2012, before 28 February 2013
VTECH has proposed investment terms as follows
1. SUN will approve to change its company’s name, objectives, regulations,
director and authorized signature according to VTEC
2. SUN will arrange and approve a liquidation of assets which are land,
building, machinery, investment in other companies and/or and properties that
is not beneficial to the operation of VTECH. In addition, after selling or
transfer of assets, cash in the company shall over the outstanding debt
3. SUN will arrange waive of tender offer for the shares of company
By The acquisition of the ordinary shares of VTECH is considered as an
acquisition of assets in Class 4 Transaction or Backdoor Listing under the Notification
of the Capital Market Supervisory Board No. TorJor. 20/2551 Re: Rules on Entering
into Material Transactions Deemed as Acquisition or Disposal of Assets and the
Notification of the Board of Governors of the Stock Exchange of Thailand Re:
Acquisition and Disposition of Assets B.E. 2547 (2004). In addition, such transaction
is considered as a connected transaction according to the Notification of the Capital
Market Supervisory Board No. TorJor. 21/2551 Re: Rules on Connected Transactions
and the Notification of the Board of Governors of the Stock Exchange of Thailand Re:
Connected Transactions B.E. 2546 (2003). The Company has the following duties.



Disclose information memorandum regarding the entering into such transaction to
the SET
Send Company’ shareholders a notice to attend the Shareholders’ Meeting no less
than 14 days prior to the date of the Shareholders’ Meeting
Obtain an approval from the shareholders' meeting with the votes of not less than
3/4 of the total number of votes of the shareholders or the proxies (if any)
attending the meeting and having the right to vote, excluding the votes of the
shareholders who have interests regarding the acquisition of assets
After the entering into the transaction, the shareholders of VTECH will be the
major shareholders of the Company. In the event that the shareholders' meeting
approves the entering into such transaction, the new investors will hold the shares in
the Company altogether more than 75 percent of the total issued shares of the
Company. As a result, the new investors intend to waive of tender offer for all
10
securities of the Company from all shareholders of the Company for rehabilitation
purpose.
After the completion of the transaction, the Company's main source of income are
offer full services covering the provision of hardware, auxiliary equipments, system
software, consultancy, architecture and management for large-scale database,
analysis, development of applied software and the provision of information regarding
Computer Center Environment which align with the business experiences of the new
management team. Business category is under Information Technology and
Telecommunication.
12. Opinions of the Board of Directors concerning a decision to enter into a
transaction
Board of Directors has considered and studied the company and its acquisition
plan with VTECH and gives opinion that entering to the transaction has direct
benefits to the company and the existing shareholders because VTECH is expanding
its business and has high growth in the past. The acquisition will enhance the
company's business in the future.
Therefore, the Board of Directors decided to propose to enter into a transaction to
the shareholders. Board of Directors has appointed an independent financial advisor is
JVS Financial Advisory to study the data and prepare a report for the consideration of
shareholders.
13. Opinions of the Company's Audit Committee and/or directors which are different
-NoneBoard of Directors hereby certifies that the information contained in this
report is accurate and complete in all respects.
Please be informed accordingly,
Yours sincerely,
11
(F 53-4) (1)
amended in red
Capital increase report
January 25, 2013
We, Sun Wood Industries Plc., the Plan Administrator (“the Company”) hereby report on the
resolution of board of directors meeting no. 1/2556, held on January 25, 2013 from 13.00
to 15.30 hours, relating to a capital increase / decrease of capital /share allotment as follows:
1.
Capital increase:
The Board of Directors’ Meeting has resolved to increase of the registered capital
from Baht 261,358,670 to Baht 310,360,460 by issuing 4,900,179 new ordinary
shares with a par value of Baht 10.00 per share, totaling Baht 49,001,790 and
resolved to decrease of the registered capital of the Company from Baht 310,360,460
to Baht 31,036,046 by decrease the value of par from Baht 10.00 per share to Baht
1.00 per share according to the Business Rehabilitation Plan
2.
Allotment of shares
The Board of Directors’ Meeting approved the allotment of 4,900,179 new ordinary
shares, at the par value of Baht 10.00 per share, totaling Baht 49,001,790, according
to the following details:
2.1 Details of allocation
Allocation to
Number of
shares
Sun Cabinet
Co., Ltd.
(Subsidiary
company,
holding
100% by the
Company)
4,900,179
2.2
Ratio
(old : new)
-NIL-
Offer price
(Baht / share)
Subscription and
payment period
10.00
Within 7 days from
the receipt date of
cash from increased
of capital from the
investor and the
after the approved by
the Central
Bankruptcy Court in
the amendment of
Business
Reorganization Plan
The company’s plan in case there is a fraction of shares remaining
- To rounded out –
1
Remark
This transaction is
debt-to-equity
conversion plan for
Baht 49,001,790 to
Creditors according
to the Business
Reorganization Plan
amendment dated
October 3, 2012 and
November 9, 2012
2.3
The remaining number of shares
- None -
3.
Schedule for a shareholders’ meeting to approve the capital increase/allotment
The extraordinary meeting of shareholders no. 1/2556 is scheduled to be held on
March 8, 2013 at 09.00 hours at Ester Room, 6th Floor, YWCA, No. 13 South
Sathorn Road, Tungmahamek, Sathorn, Bangkok.
The share register will be recorded for share transfer in order to determine the right to
attend this meeting on March 8, 2013. To determine the right to attend the meeting
on February 11, 2013. Also, February 12, 2013 will be the book-closing date on
which the shareholder list as specified in section 225 of the Security Act shall be
complied.
4.
Approval of the capital increase/share allotment by relevant governmental
agency and conditions thereto (if any)
4.1 The Company shall register the capital increased allocate to Sun Cabinet Co.,
Ltd. by decrease of share from Baht 10 to Baht 1 per share and paid-up capital
to the Department of Business Development Ministry of Commerce within 14
days from the date of receipt of fund from the Mr Vivitpong Vivitkunaporn and
receipt form sell of the Company’s net assets of wood products from Ciemme
Srl. when the Central Bankruptcy Court approved the Amendment of Business
Reorganization Plan.
4.2 The Company shall propose to SET for approval the new ordinary shares from
debt-to-equity conversion plan according to the Business Reorganization Plan to
listed in SET
5.
Objectives of the capital increase and plans for utilizing proceeds received from
the capital increase
To benefits of the Company by solving the Company financial problem by using
proceed according to the Business Reorganization Plan Amendment dated October 3,
2012 and November 9, 2012 to the purpose of the solicitation of new investor to
investment.
The transaction will implemented within 7 days from the date of receipt the full
amount of fund from increased capital from the shareholders or investor and the
Central Bankruptcy Court approved the Plan
6.
Benefits which the Company will receive from the capital increase/share
allotment:
6.1 To the sake of the Rehabilitation Plan by increase of the capital is the one of the
payment method to repayment to the creditor instead of payment in cash
6.2 To enhance the solicitation of Potential Investor and capability to resume trading
of the Share in the Stock Exchange of Thailand
2
7.
Benefits which shareholders will receive from the capital increase/share
allotment:
7.1 Dividend Policy
During the consideration of the Central Bankruptcy Court not to quit from the
Rehabilitation Plan. The Company will not pay dividend to the shareholders by
and between plan is active unless there is the resolution by the Board of
Creditors (with additional conditions).
7.2 Subscribers of new shares issued for this capital increase will be entitled to
receive dividends from the Company’s business operations. The Company will
not pay dividend to the shareholders by and between plan is active unless there is
the resolution by the Board of Creditors (with additional conditions).
7.3 Others
8.
9.
- None -
Other details necessary for shareholders to approve the capital increase/share
allotment:
After the Company receipt of fund from sell of net assets of wood business from
Miemme Srl. the company is no longer be the major shareholder of Sun Cabinet Co.,
Ltd.
Schedule of action if the board of directors passes a resolution approving the
capital increase or allotment of new shares:
No.
Procedures of the capital increase
Date/Month/Year
1
To hold the Board of Directors’ Meeting
January 25, 2013
to approve the issuance of new ordinary shares for
the debt-to-equity conversion to the creditors
according to the Business Reorganization Plan
2
The date of the Central Bankruptcy Court consider January 29, 2013
the Amendment Business Reorganization Plan of
the Company
3
To determine the right to attend the Meeting
February 11, 2011
(Record Date_
4
The book-closing date
February 12, 2013
5
6
7
The Court has determined for the date of hearing
on the protest of the Plan
To determine shareholders entitled to attend the
Extraordinary General Meeting No. 1/2556
To register the capital increased and decreased
according to the debt-to-equity conversion plan
within 7 days from the date of receipt of fund
from the shareholders or investor
3
February 19, 2013
March 8, 2013
N/A
The Company hereby certifies that the information contained in this report form is
true and complete in all respects.
Signature ……………………………………………..
(Mr. Thaveesak Vayakornvichitr)
- 4-
4
(F 53-4) (2)
amended in red
January 10, 2013
We, Sun Wood Industries Plc. , the Plan Administrator (“the Company”), hereby report on
the resolution of board of directors meeting no. 1/2556 held on January 25, 2013 from
13.00 to 15.30 hours, relating to a capital increase/share allotment as follows:
1.
Capital increase:
The Board of Directors’ Meeting resolved to increase the registered capital from Baht
31,036,046 to Baht 124,144,188 by issuing 93,108,142 new ordinary shares, at the
par value of Baht 1 per share, totaling Baht 93,108,142.
2.
Allotment of shares
The Board of Directors’ Meeting approved the allotment of 93,108,142 shares at the
par value of Baht 1 per share, totaling Baht 93,108,142 according to the following
details
2.1 Details of Allocation
Allocation To
Mr. Vivitphong
Vivitkunaporn
(V Technology Co.,
Ltd. ‘s Shareholder)
No. of
Shares
66,505,816
Ratio
(Old : New)
Nil
Offer Price
(Baht / Share)
0.75181395
Subscription and
Payment Period
Within 14 days from
the date after receipt of
fund from Mr.
Vivitphong
Vivitkunaporn and
fund from selling net
assets of wood business
from Ciemme Srl. and
after the date of
approval of the
Amendment of
Business
Reorganization Plan by
the Central Bankruptcy
Court
26,602,326
Nil
0.75181395
Within 14 days from
the date after receipt of
fund from the
shareholders or investor
in full amount and after
the date of approval of
the Amendment of
Business
Court
1
Remarks
To pay the
Creditors
pursuant to the
Rehabilitation
Plan
To use for the
working capital
and payment for
the company’s
expenses
2.2
The Company’s plan in case there is a fraction of share remaining
- To rounded out –
2.3
The remaining of number of shares
- None -
3.
The extraordinary meeting of shareholders no. 1/2013 is scheduled to be held on
March 8, 2013 at 9.00 hours at Ester Room, 6th Floor , YWCA No. 13 South
Sathorn Road, Tungmahamek, Bangkok.
attend this meeting on March 8, 2013. To determine the right to attend the meeting
on February 11, 2013.Also, February 12, 2012 will be the book-closing date on
which the shareholder list as specified in section 225 of the Security Act shall be
complied.
4.
Approval of the capital increase/share allotment by relevant governmental
agency and conditions thereto (if any)
4.1 The Company shall register the paid up capital at the Department of Business
Development Ministry of Commerce within 14 days from the date of receipt of
fund from the shareholders or investor and the Central Bankruptcy Court
approved the Rehabilitation Plan Amendment.
4.2 After the Company’s share is resume trading in SET, the Company shall propose
to SET for approval the new ordinary shares from Private Placement according
to the Business Reorganization Plan to listed in SET
5.
Objectives of the capital increase and plans for utilizing proceeds received from
the capital increase
According to the Rehabilitation Plan Amendment dated October 3, 2012 and
November 9, 2012 stated the clause of the nomination of the potential investor
who will benefit the Company in the future and the assets and liabilities of the
Company. The proceed from the increase of 93,108,142 share at Baht 0.75181395 per
share in the amount of Baht 70,000,000 which will held not less than 75% will be
used as 1) Baht 50,000,000 to pay the Creditors pursuant to Business Reorganization
Plan 2) Baht 20,000,000 for working capital and for the Company’s operations and
expenses.
The transaction to be started within 14 days from receipt of fund from the
shareholders or investor and after the approved date from the Central Bankruptcy
Court for the Rehabilitation Plan.
2
6.
Benefits which the Company will receive from the capital increase/share
allotment:
The benefits for the Business Rehabilitation, to solicit and nominate the potential
investor who has potential business and financial capability to enhance the future of
the Company and to repay the Rehabilitation Debt to the Creditors and the Company
capability will be improved for submitting the application to SET for resume trading.
7.
Benefits which shareholders will receive from the capital increase/share
allotment:
7.1 Dividend policy
The Company will not pay dividend to the shareholders by and between the Plan
is active unless there is the resolution by the Board of Creditors (with additional
conditions)
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
The Company will not pay dividend to the shareholders by and between the plan
is active unless there is the resolution by the Board of Creditors (with additional
conditions)
7.3 Others
- None -
8.
allotment:
- None -
9.
No.
1
2
3
4
5
6
To hold the Board of Directors’ Meeting to
approve the issuance of new ordinary shares for
Private Placement according to the Business
Reorganization Plan
The date of the Central Bankruptcy Court consider
the Company
(Record Date)
The share register book’s closing date
To consider the Shareholders’ EGM
3
Date/Month/Year
January 25, 2013
January 29, 2013
February 11, 2013
February 12, 2013
February 19, 2013
March 8, 2013
The Company hereby certifies that the information contained in this report form is
true and complete in all respects.
Signature ………………………………………………
4
(F 53-4) (3)
amended in red
January 25, 2013
We, Sun Wood Industries Public Company Limited, the Plan Administratior (“the Company”)
hereby report on the resolution of board of directors’ meeting no. 1/2556 held on January 25,
2013 from 13.00 to 15.30 hours, relating to a capital increase/share allotment as follows:
1.
Capital increase:
The Board of Directors’ Meeting has resolved to increase of the registered capital from
Baht 124,144,188 to Baht 299,143,988 by issuing 174,999,800 new ordinary shares, at
the par value of Baht 1 per share, totaling Baht 174,999,800.
2.
Allotment of shares
The Board of Directors’ Meeting approved the allotment of 174,999,800 shares at the
par value of Baht 1 per share, totaling Baht 174,999,800 according to the following
details;
2.1 Details of allocation
Allocation To
No. of
Shares
Offer Price
(Baht / Share)
Subscription and
Payment Period
Remarks
89,247,900
Ratio
(Old :
New)
Nil
(Representing shareholders of
V Technology System Co.,
Ltd.)
1
Within 14 days from the
date after receipt of fund
from the shareholders or
the investor in full
amount and after the date
of approval of the
Amendment of Business
Court
To use for the
investment in V
Technology
System Co.,
Ltd. on share
swap basis. The
conversion ratio
shall be 1
VTECH share
to 100 SUN
newly issued
shares.
Mr. Tarit Udomcharoenkit
(Representing shareholders of
Ltd.)
31,500,000
Nil
1
of approval of the
Court
To use for the
investment in V
Technology
System Co.,
Ltd. on share
swap basis. The
conversion ratio
shall be 1
VTECH share
to 100 SUN
newly issued
shares.
1
31,500,000
(Representing
Shareholders of V Technology
System Co., Ltd.)
Nil
1
of approval of the
Court
To use for the
investment in
V Technology
System Co.,
Ltd. on share
swap basis.
The conversion ratio shall
be 1 VTECH
share to 100
SUN newly
issued shares.
Miss Dao Wairaksat
(Representing Shareholders of
Ltd.)
12,249,900
Nil
1
of approval of the
Court
To use for the
investment in
V Technology
System Co.,
Ltd. on share
swap basis.
be 1 VTECH
share to 100
SUN newly
issued shares.
Mr. Sombat Patarakunprasit
(Representing Shareholders of
Ltd.)
10,500,000
Nil
1
of approval of the
Court
To use for the
investment in
V Technology
System Co.,
Ltd. on share
swap basis.
be 1 VTECH
share to 100
SUN newly
issued shares.
2.2
The Company’s plan in case there is a fraction of share remaining
- To rounded out -
2.3
The remaining of number of shares
- None -
3.
The extraordinary meeting of shareholders no. 1/2013 is scheduled to be held on March
8, 2013 at at 9.00 hours at Ester Room, 6th Floor, YWCA, South Sathorn Road,
Tungmahamek, Bangrak, Bangkok.
2
attend this meeting on March 8, 2013 . To determine the right to attend the meeting on
Februay 11, 2013. Also, February 12, 2013 will be the book-closing date on which the
shareholder list as specified in section 225 of the Security Act shall be complied.
4.
Approval of the capital increase/share allotment by relevant governmental agency
and conditions thereto (if any)
4.1 The Company shall register the paid up capital at the Department of Business
Development Ministry of Commerce within 14 days from the date of receipt of
fund from the shareholders or shareholder or investor when the Central Bankruptcy
Court approved the Rehabilitation Plan.
4.2 The Company shall purpose to SET for approval the new ordinary shares from
debt-to-equity conversion plan according to the Rehabilitation Plan to be listed in
SET after the resume trading.
5.
Objectives of the capital increase and plans for utilizing proceeds received from the
capital increase
According to the Rehabilitation Plan Amendment dated October 3, 2012 and
November 9, 2012 stated the clause of the increased of the registered capital by issue
new ordinary shares for the purpose of investment in assets and/or improve the business
and/or working capital and/or others objectives
The transaction to be started within 14 days from receipt of fund from the shareholders
or investor and after the approved date from the Central Bankruptcy Court for the
Rehabilitation Plan.
6.
Benefits which the Company will receive from the capital increase/share allotment:
The benefits for the Business Rehabilitation, the investment by swapping shares with the
potential investor who have potential business and financial capability to enhance the
future of the Company and the opportunities to the corporate and the all existing
shareholders as follows ;
1) The Company able to solve the financial problem
2) The Company has a new business which will strengthening the company
financial status
3) Able to improve the qualifications of the Company to be the listed company
4) After the investment approval, the Company shall propose to SET to resume
trading
3
7.
Benefits which shareholders will receive from the capital increase/share allotment:
7.1 Dividend policy
The Company will not pay dividend to the shareholders by and between the Plan is
active unless there is the resolutions by the Board of Creditor (with additional conditions)
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
The Company will not pay dividend to the shareholders by and between the Plan is
active unless there is the resolutions by the Board of Creditor (with additional
conditions)
7.3 Others
8.
9.
- None -
allotment:
After the receipt of fund of sell of net assets of wood business from Cimme Srl. the
Company is no longer be the major shareholders of Sun Cabinet Co., Ltd.
No.
Date/Month/Year
1
To hold the Board of Directors’ Meeting to consider and approval the issuance of new ordinary
January 25, 2013
shares for swapping shares with V Technology
System Co., Ltd.
2
The date of the Central Bankruptcy Court consider January 29, 2013
the Company
3
(Record Date)
February 11, 2013
4
5
6
The share register book’s closing date
January 12, 2013
To consider the Shareholders’ EGM Date
March 8, 2013
4
February 19, 2013
The Company hereby certifies that the information contained in this report form is true
and complete in all respects.
Signature ……………………………………………………..
The Plan Administrator of Sun Wood Industries plc.
5

Notification of the Resolution of the Board of Director`s Meeting

Transcription

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