November 13th, 2017
The resolution of the increase and decrease in the TRUBB’s capital
The President of the Stock Exchange of Thailand
Attachments: 1. Approved to accept the report of the Board of Directors’ meeting
2. Information Memorandum concerning the Issuance and Offering
of the Newly-issued Ordinary Shares under the Private Placement.
1. Approved to accept the report of the Board of Directors’ meeting No. 7/2017 on Nov 10th, 2017, The Company announced that the temporary cross-shareholding between the Company and THAITEX, held by TRUBB 100%, is only the procedure of entire business transfer. After the EBT is completed, the Company will decrease its capital which equals to the amount of increment capital. Therefore, the acquisition of entire business transfer does not affect the Company’s shareholders. In this regard, the Company has plan to decrease its capital when the Revenue Department will have investigated those EBT. In addition, those increment capital and reduction capital are only accounting methods for following the conditions and regulations of Regulation of EBT for Tax Exemption (Agenda 8.(1)). The Company added the new agenda, 9, of the Board of Directors’ meeting on Nov 10th, 2017, to explain clearly that the Company will increase the capital from 681,479,688 shares to 1,881,479,688 shares and decrease its capital back to 681,479,688 shares. The increment capital has no effect on earning per share, which it is calculated with 681,479,688 shares (attachment 1)
2. Regarding to Information Memorandum concerning the Issuance and Offering of the Newly-issued Ordinary Shares under the Private Placement in Agenda 4.(2) on Nov 10th 2017, which price dilution was 0.33 Bath, the Company explain that the calculation of price dilution is followed by the rule. However, in term of entire business transfer, the amount of new shares issued for THAITEX, held by TRUBB 100%, will have no right to vote for any resolution in the shareholder’s meeting and also not to receive dividend. The new offering shares, 1,200,000,000 shares, shall not be calculated in earning per share. The formula will only calculate with 681,479,688 shares; therefore, it has no price dilution or 0 satang (attachment 2).
In conclusion, the newly issued shares, 1,200,000,000 shares, will have no right to vote for any resolution in the shareholder’s meeting and also not to receive dividend, according to GAAP, which the shares are not calculated in earning per share.
Please be informed accordingly and gently apologize.
(Mr. Vorathep Wongsasuthikul)
Chief Executive Officer