Super Energy Power Plant Infrastructure Fund : Notification of the 2022 Annual General Meeting of Unitholders of Super Energy Power Plant Infrastructure Fund and the determination of the Record Date

Date/Time

02 Mar 2022 17:59:04

Headline

Notification of the 2022 Annual General Meeting of Unitholders of Super Energy Power Plant Infrastructure Fund and the determination of the Record Date

Symbol

SUPEREIF

Source

SUPEREIF

Full Detailed News

                Schedule of investment unitholders' meeting/trust unitholders' meeting

Subject                                  : Schedule of investment unitholders' 
meeting
Meeting Type                             : Annual General Meeting
Date announced                           : 02-Mar-2022
Meeting date of unitholders              : 25-Apr-2022
Beginning time of meeting (h:mm)         : 14 : 00
Record date for the right to attend the  : 16-Mar-2022
meeting
Ex-meeting date                          : 15-Mar-2022
Significant agenda item                  :
  - Significant agenda items
Agenda 1    To acknowledge the significant management of the Fund and the 
management guideline in the future
Agenda 2     To acknowledge the financial position and the operating performance of
 the Fund for the year 2021
Agenda 3     To acknowledge the payment of dividend and capital return for the year
 2021
Agenda 4    To acknowledge the appointment of the auditor and the audit fee for the
 year 2022
Agenda 5    To consider and approve the amendment of the Undertaking Agreement
Agenda 6    Others (if any)
Venue of the meeting                     : Electronic Meeting
Remark                                   :
BBL Asset Management Company Limited ("the Management Company") as the 
Management Company of Super Energy Power Plant Infrastructure Fund ("the Fund"),
deemed it appropriate to convene the 2022 Annual General Meeting of the Fund on
25 April 2022 at 14.00 hrs. by way of electronic meeting (E-AGM) in accordance
with relevant laws and announcements related to electronic meetings. In this
regard, the procedures and methods of registration for attending the meeting and
the proxy for attending the E-AGM will be specified in the invitation letter to
the unitholders' meeting which will be sent later. The said meeting will have
the following agenda:
Agenda 1    To acknowledge the significant management of the Fund and the 
management guideline in the future
Agenda 2     To acknowledge the financial position and the operating performance of
 the Fund for the year 2021
Agenda 3     To acknowledge the payment of dividend and capital return for the year
 2021
Agenda 4    To acknowledge the appointment of the auditor and the audit fee for the
 year 2022
Agenda 5    To consider and approve the amendment of the Undertaking Agreement
1.    Facts
The Fund has entered into the undertaking agreement dated 7 August 2019 
("Undertaking Agreement") among Super Energy Corporation Public Company Limited
(the "Sponsor") as a sponsor and Super Energy Group Co., Ltd. and Super Solar
Energy Co.,Ltd. and 17 Aunyawee Holding Co., Ltd. and Health Planet Management
(Thailand) Co., Ltd. as the revenue transferor.
Under Clause 6.4 of the Undertaking Agreement, the Sponsor shall maintain 
debt-to-equity ratio (D/E Ratio) not more than 3:1 at the end of each fiscal
year of the Sponsor, calculating from the consolidated financial statement.  The
meaning of "Equity" is the paid-up capital pursuant to the consolidated
financial statement of the Sponsor plus borrowings from directors of the Sponsor
 and group companies associated with the Sponsor.
The definition "Equity" referring to the paid-up capital pursuant to the 
consolidated financial statements of the Sponsor is to limit the amount of debt
which the Sponsor can incur in a fixed manner, i.e. three times of the paid-up
capital.  This does not vary with the Sponsor's business performance, not being
in line with the market practice.  The Sponsor is obligated to limit the amount
of debt which can be incurred to not exceed three times of the paid-up capital,
causing the Sponsor, all along, not to be able to limit the amount of debt to
not exceed three times of the paid-up capital.  From the foregoing, in order for
the Sponsor to be able to comply with the Undertaking Agreement, the amount of
debt the Sponsor can incur should vary with the Sponsor's business performance.
Therefore, the definition "Equity" should be amended to refer to "shareholders'
 equity", which reflects the Sponsor's business performance.
The Management Company hereby proposes to amend the definition "Equity" in 
Clause 6.4 of the Undertaking Agreement and Clause 2.10 of the Fund Scheme as
follow:
Existing    Amended
"Equity" shall refer to paid-up capital according to the consolidated financial 
statements of the Sponsor plus borrowings from directors of the sponsor and
group companies associated with the Sponsor.    "Equity" shall refer to
shareholders' equity according to the consolidated financial statements of the
Sponsor plus borrowings from directors of the sponsor and group companies
associated with the Sponsor.
2.    Opinion of the Management Company
Upon consideration, the Management Company is of the opinion that the amendment 
to the definition "Equity" in the Undertaking Agreement and the Fund Scheme is
to allow the amount of debt the Sponsor can incur vary with the Sponsor's
business performance which is in line with market practice.  This will help the
Sponsor maintain the debt-to-equity ratio to be in accordance with the
Undertaking Agreement.
3.    Opinion of the Fund Supervisor
Upon consideration, the Fund Supervisor is of the opinion that the amendment to 
the definition "Equity" in the Undertaking Agreement and the Fund Scheme is in
line with market practice and in accordance with the formula for calculating the
financial ratio, which vary with the Sponsor's business performance.  This will
help the Sponsor maintain the debt-to-equity ratio in accordance with the
Undertaking Agreement and in accordance with the original intention of the
parties.  The decision to vote to approve this transaction is at the discretion
of the unitholders.
4.    The matter to be requested for resolutions
The Management Company, therefore, requests the unitholders to consider whether 
to approve the amendment to the definition "Equity" in the Undertaking Agreement
and the Fund Scheme as aforementioned and authorize the Management Company to
prepare and sign contracts or agreements related to the amendment to the
Undertaking Agreement and the Fund Scheme as well as taking any other related
actions to be in accordance with the proposal of the Management Company.
5.    Resolution
The approval of agenda 5 requires the affirmative votes of not less than 
three-fourths of the number of units held by the unitholders present and
entitled to vote at the meeting. In counting the votes of the persons entitled
to vote, the Management Company will not count the votes from the unitholders
having interest in such agenda or the unitholders who may have a conflict of
interest with the Fund in the matter seeking the resolution and any person who
is in the same group as the persons mentioned above, including other funds under
the management of the Management Company to be in accordance with the relevant
notifications of the office of the SEC.
Agenda 6    Others (if any)
The Management Company would like to inform that the quorum of the unitholders' 
meeting shall consist of no less than 25 unitholders or half of the total number
of unitholders, and the total number of units held by the unitholders who
attend the meeting shall not be less than one-third of the total number of units
 sold of the Fund.
In this regard, the Management Company hereby determined that 16 March 2022 will
be the record date for determining the list of unitholders who have the right
to attend the 2022 Annual General Meeting of Unitholders of the Fund (Record
Date) and the Management Company will send the invitation letter for the meeting
 to the unitholders later.
Please be informed accordingly.
______________________________________________________________________
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