a report from the Stock Exchange of Thailand (SET) revealed that More Return Public Company Limited or MORE informed the SET, as the Office of the Securities and Exchange Commission (SEC) asked the Board of Directors to clarify facts and effects arising from’ r the events during 10-11 November 2022, and matters relating to the trading and settlement of the Company’s shares, including the rationale for issuing new shares Private placement offer (“PP capital increase”) Mr Amrit Lull Chit Charoen Chief Executive Officer 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 has the IFA’s comments been taken into account or not and how? 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 a Board of Directors and the Audit Committee has carefully considered and briefly based the interests of the Company and the shareholders In case there is further consideration from the opinion of 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 ever changing stock price MORE 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 it decided The Board of Directors entered into this transaction, namely 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 announced that the company is the copyright holder and has held the official Rolling Loud event in Thailand for 5 years The average price for the last 7 days before the date the Board of Directors decided was 2.28 baht per share increase capital i 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, since the events of November 10-11, 2022, there has been volatility in the stock price. The Board of Directors has considered and is of the opinion that In determining the price to be offered to Amrit Mr. Klomchitcharoen each time must be approved by the Board of Directors and must be disseminated through the information system of the Stock Exchange of Thailand regarding price determination of such to the shareholders in order for them to be recognised. The Board of Directors will determine the best price. According to market conditions during the offering of newly issued ordinary shares, taking into account the interests of the Company and its 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 Rolling Loud event project, which Mr. Amarit Klomchitcharoen Lead the management team responsible for raising funds 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 Chief Executive Officer Confirmed that he still holds all the shares and has not sold a single share in the past for trading transactions on that date Government agencies are still investigating him. What has already been explained with the government agency And met journalists to interview and answer questions, believing that after the company provided information and answered questions on various issues calling up some investor confidence, more or less
The issue of determining the offer price of newly issued shares to him at the market price is the source of the event on 10-11 November, 2022. Mr. Amrit Klomchitcharoen He said the purpose of this capital increase is to use the proceeds for the Rolling Loud event project in accordance with the project’s 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. The IFA and SEC are still making adjustments and the shareholders’ meeting has not yet taken place. 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 funds from the exercise of MWY-W2 conversion rights, 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 present, the total cost of the Rolling Loud project is estimated to be 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. That must take steps to complete the said transaction in accordance with the law, that is, the decision of this transaction took place on August 11, 2022 and set a record date on September 30, 2022, causing the company to hold a meeting exceptional. shareholders (within 2 months after the RD), namely on 30 November 2022 (this is the date the meeting was postponed from the original timetable in order to allow time for the IFA’s Independent Financial Adviser to prepare a report of the opinion on the There are complete and sufficient details for shareholders to make a decision to vote.Therefore the date of the Special General Meeting of Shareholders was postponed to that date which is the last day 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 the shares were held before the record date, that could cause the voting at the shareholders’ meeting not to reflect the voices of the existing shareholders 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 The fact that the company will raise capital to organize a Rolling Loud concert project in Thailand for the first time under the name Rolling Loud Thailand is a good opportunity to generate income and build a good reputation for the company in the future, boosting the company’s entertainment Business opportunity (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.
