More Return Public Company Limited or MORE issuing a letter clarifying questions from the Office of the Securities and Exchange Commission (SEC) about the facts and effects of the MORE abnormal stock trading events during 10-11 November 2022; and settlement of shares Including the reasonableness of issuing newly issued shares for private placement (PP) i Amrit Klomchitcharoen The CEO of the Company in the amount of 300 million shares and a request for a waiver from making a tender offer for all securities by virtue of the resolution of the shareholders’ meeting (whitewashing).
1. Determine the selling price of PP capital increase shares for Mr Amrit according to the market price, even though the stock price has still fluctuated. Because from the beginning of July 2022 until August 11, when the Board of Directors decided, MORE stock prices were in the range of 1.80-1.90 baht / share and tended to increase. According to the news that the company is the copyright holder and has held the official Rolling Loud event in Thailand for 5 years, while the average MORE share price for the last 7 days before the decision was 2.28 baht / share, the Board of Directors saw that the prices were clear, so it was not appropriate at the time. So choose to place the offer for sale at the market price.
2. The news release states that the company is setting the offer price of the PP capital increase shares for Mr Amrit at the market price, leading up to events on November 10-11, pulling down the share price so that it can Mr. Amrit exercised his rights Capital increase at a low price, Mr. Amarit confirmed that he did not sell his shares at all, he still had MORE number 1 more than 1,500 million shares, so if the share price fell by 1 baht, until even if he exercised the right to buy PP shares, it was reduced by 300 million baht, but the value of the shares held will decrease by more than 1,500 million baht. In addition, on the day of the capital increase, it is not PP approved again by the shareholders. Why would this happen at this time? Why Because it was not in their interest at all, as an executive and as a shareholder.
3. The issue that the company received money from exercising the MWY-W2 conversion right can be used to invest this time. Without any need to increase PP capital during abnormal trading events, this stock MORE is still under investigation, the company sees that because there is strong negative news that directly affects the image. already affected investor confidence enough If the PP capital increase is cancelled, the impact will be even more severe.
It also causes uncertainty in the joint investment plan for Rolling Loud concerts. that happened on its own The total cost of the Rolling Loud project is about 899 million baht, but the amount received from the transformation of MORE-W2 is about 691 million baht, which may not be enough. If the company cancels the PP capital increase and the original investor withdraws it makes finding new investors even more difficult It can cause the company to hold a concert only and has no the company any other source of funding In addition, there is a risk of being sued by Rolling Loud usa, so it is necessary to continue to increase the PP capital according to the plan.
The company also confirmed that it will hold a shareholder meeting as scheduled on November 30, 2022, where company shareholders who sold their shares at the event on November 10-11 still have the right to vote if they hold shares before the a record. date, although it may cause the vote not to reflect the voice of existing shareholders affected by this event. But everything is subject to various terms and conditions. according to previous law Which such event is beyond the control of the company and does the company have to redefine the list of shareholders (RD) to attend this meeting within a period of time in accordance with the law And it takes time to prepare various information. causes the company to fail to hold the meeting on time as arranged within this year This will have a chain effect of postponing various plans. Prepare in advance with the team, sponsors, joint ventures and agencies.
In addition, such events have 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. If it is not possible to proceed according to the proposed concert plan The company is also at risk of being sued by the copyright holders of Rolling Loud.
