MORE clarification of SEC issue asking for facts, news – sale of PP shares to “Amarit”

More Return Public Company Limited or MORE clarified through the Stock Exchange of Thailand (SET) in accordance with the Office of the Securities and Exchange Commission (SEC) requesting the Board of Directors to clarify the facts and effects arising from the events during the 10th – November 11, 2022, and matters regarding the trading and settlement of the Company’s shares, including the reasonableness of the transaction of issuing capital increase shares for private placement (“PP capital increase”) Mr. Amrit Lull Chit Charoen CEO of 300 million shares at a price of not less than 90 percent of the weighted average market price. and the agenda for a waiver from making a tender offer for all the securities of the business

By virtue of the resolution of the shareholders’ meeting (“whitewash”) with due diligence? And have the IFA’s comments been considered or not? as well as applying to clarify the guidelines for protecting the rights and interests of shareholders. and the audit committee would like to inform that various decisions have been made when considering the Board of Directors and the Audit Committee has considered carefully and concisely based on the interests of the Company and the shareholders. In case of additional reasons for considering opinions the Independent Financial Adviser (IFA), I would like to explain the reasons for consideration

Opinion of the Independent Financial Adviser (IFA) 1. Due to the volatile price MORE stock throughout the time It may not be appropriate to set the offer price of capital increase shares at market prices Reasons and origin of setting sale prices at market prices on the date the Board of Directors decided to commit to this transaction, which is August 11, 2022, on that date. time. (from the beginning of July – the date of the Board of Directors meeting) the price of the Company’s securities The price is in the range of 1.80-1.90 baht per share and there is a tendency for the price of the Company’s shares to increase.

From the news published that the company Is the copyright holder and organizes the event. Rolling Loud in Thailand officially for a period of 5 years, with the average price for the last 7 days before the date of the Board of Directors’ decision at 2.28 baht per share. Amrit Klomchitcharoen Chief Executive Officer During the time when the news of the Rolling Loud event was presented and the Company’s stock price was rising, with the way to set the offer price clear, it was not appropriate. Therefore, the Board of Directors decided to choose a method for determining the offer price with the market price. The offer price is determined according to the market price during the offer period.

However, from the events of 10-11 November 2022, there has been volatility in the stock price. The Board of Directors has considered and has an opinion, when determining the price to be offered to Mr. Amrit. Klomchitcharoen must each time be approved by the Board of Directors and must be disseminated through the information system of the Stock Exchange of Thailand regarding such price decision to the shareholders in order for them to be recognized. The Board of Directors will determine the best price in accordance with market conditions when offering newly issued ordinary shares by considering the best interests of the Company and the shareholders.

In addition, the amount of money that the company will receive from the capital increase must be used in accordance with the objectives and plans for using the money in the event project. Rolling Loud, place Amarit Klomchitcharoen Mr. Leader of the management team responsible for raising money to complete the project as planned by the company. It is still in the process of negotiations with joint venture partners. Therefore, the investment share of the company And the joint venture in organizing this concert remains the same.

In this regard, the Board of Directors inquired and considered the issue of news published because the Company set the offer price to Mr. Amrit. Lull Chit Charoen With the market price, there is an event on November 10-11, 2022 to make the stock price lower so that Mr. Amrit Lull Chit Charoen exercises the right to increase capital at a low price and issues that happened to this event

Amrit Klomchitcharoen CEO Confirmed that he still holds all the shares and has not sold a single share in the past As for the buy-sell transaction on that day, it is still being investigated by government agencies. What he has already explained with the government agency and meeting with reporters to give interviews and answer questions believe that after the company provides information and answers to questions on various issues call up some investor confidence, more or less

The matter of determining the offer price of newly issued shares to him at the market price was the source of the event on 10-11 November 2022 Mr. Amarit Klomchitcharoen He said that the purpose of this capital increase is to bring the profits to the event project Rolling Loud according to the project implementation plan. which is to issue 300 million shares of capital increase, but at the moment, he holds the Company’s shares The number one number is more than 1,500 million shares. If the share price drops by 1 baht, there is a practice the right to buy new shares cheaper by 300 million baht.

Even though the value of the shares they held had fallen by more than 1,500 million baht, how reasonable was that? In addition, on the day of the event, the Company’s information must be sent to the shareholders to consider the transaction. There are also adjustments from the road. The IFA and the SEC have yet to hold a shareholder meeting. It hasn’t even been approved yet. And the period for exercising the right to increase capital this time after approval is still another 6 months. Why would it cause an incident at this time? Why? shareholder status

1. The Company receives money from the exercise of conversion rights. MORE-W2, which can be used for this investment. There is no need to make a capital increase transaction while this incident is still being investigated. The committee meeting considers the reasons and need for a capital increase in relation to the incident that occurred during the 10th-11th day. November 2022 is divided into 2 issues: 1. Investigating facts must be in accordance with the government process and 2. The business operations of the Company Effects of not continuing Terms and conditions in accordance with the law There are advantages and disadvantages make such transactions as follows.

Because there is strong negative news and it is a matter to watch. which affects the image of the company It directly affects the confidence of the investors enough already. If the company cancels such a transaction again The impact is even more serious, causing uncertainty in the joint investment plan. In the event of withdrawal from the joint venture, the Company must return the deposit from the joint venture. and responsible for various expenses that happened on his own

In addition, at this time, the project cost budget The total amount of Rolling Loud is about 899 million baht. The amount received from the transformation of MORE-W2 is about 691 million baht, which may not be enough. If the company cancels the transaction and withdrew from the original co-investor it will make the company Finding new investors even more difficult. which can cause the Company to only organize concerts and the Company has no other sources of funding to secure funding and the Company There is also a risk of being sued by Rolling Loud USA if the project does not reach its goals. Therefore, the company It is necessary to proceed with the capital increase. According to the investment plan to complete the said project according to the plan set by the Company. and to support unpredictable events, including the fact that the company has enough capital to allow the Company to have the power to manage such projects more flexibly and clearly.

However, according to the committee also considered the condition of the deadline. which must be taken in order to complete the above transaction in accordance with the law, that is, the decision of this transaction has taken place since August 11, 2022 and has indicated record date on 30 September 2022, causing the company to hold an extraordinary general meeting of shareholders (within 2 months after the RD), namely on 30 November 2022 (this is the date the meeting was postponed from the timetable originally to allow the independent financial adviser IFA time to prepare a report of opinion on the above transactions with full details sufficient for shareholder voting decisions Therefore the date of the Special General Meeting of Shareholders was postponed to that date which is the day last that the meeting could be held in accordance with the law).

In addition, the company must send a meeting invitation letter together with various information. To be considered in advance at least 14 days before the date of the meeting and on November 14, 2022, the Board of Directors have considered the reasons, the necessity, the possible effects and the terms and conditions in accordance with the law as mentioned above Approval of such a transaction is primarily at the discretion of the shareholders. Therefore, it was deemed appropriate to send the meeting notice together with the information that the Company had already prepared for the shareholders to consider in accordance with the requirements of the law.

3 Shareholders of the Company who sell their shares in such an event will still have the right to vote at the shareholders’ meeting. If previously holding shares record date, which may cause the vote at the shareholders’ meeting not to reflect the voices of the shareholders currently affected by this event. The group of people who have already sold the shares. Still have the right to vote at this meeting of shareholders. according to the terms and conditions according to the previous law However, such events are beyond the control of the Company. and if the company Decide on the list of shareholders (RD) to attend this meeting again with the period of time to proceed in accordance with the law. and prepare various information That will take time to prepare means that the company will not be able to hold the meeting on time as arranged within this year. This will have a chain effect of delaying various plans that the company has prepared in advance with the team, sponsors, joint ventures and agencies. Has greatly affected the image of the Company, causing doubts and doubts about the ability to proceed with the Rolling Loud concert project from the copyright owner. because the company is the official Rights Holder and organizer of Rolling Loud events in Thailand between 2023 and 2028 with exclusive rights to organize events in Southeast Asia. which is the first in Asia and if the company If the concert cannot be held as planned, the Company is still at risk of being sued by the copyright owner of Rolling Loud.

However, the Board of Directors is of the opinion that The first important thing that the company must do at this time is to bring confidence to shareholders and create a good image to come back that the company raises capital to create a concert project Rolling Loud in Thailand for the first time under the name Rolling Loud Thailand will be a good opportunity to generate revenue and build a good reputation for the company in the future. Entertainment business (Entertainment), which will give the company experience and ability to operate in new projects. of business relationships in different areas to take place and be able to expand existing businesses and new businesses that the company was able to create a stable and sustainable income base that will help strengthen and strengthen the financial stability of the company. Therefore, a guide is to proceed to build confidence in the shareholders. because if shareholders have confidence in the company And still do not sell shares during this period, shareholders will not be affected by such events.

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