Syn Mun Kong Insurance Public : Cancellation of the increase in registered capital, the private placement offering of newly issued ordinary shares to specific investors, the calling of EGM no.1/2022 and the record date to fix names of shareholders entitled to attend EGM no.1/2022

Date/Time

25 Feb 2022 18:13:45

Headline

Cancellation of the increase in registered capital, the private placement offering of newly issued ordinary shares to specific investors, the calling of EGM no.1/2022 and the record date to fix names of shareholders entitled to attend EGM no.1/2022

Symbol

SMK

Source

SMK

Full Detailed News

                Schedule of Shareholders' meeting

Status                                   : Canceled
Reason                                   :
The Board of Directors' Meeting no. 3/2022, held on 25 February 2022 resolved to
cancel the increase in registered capital, the private placement offering of
newly issued ordinary shares to specific investors, the calling of EGM no.1/2022
and the record date to fix names of shareholders entitled to attend EGM
no.1/2022. The reason is that the Company is still unable to reach an agreement
with the investors which express their interest in joining the competitive
process to acquire its newly issued ordinary shares. The Company will expedite
the negotiations with investors.
Subject                                  : Schedule of Extra-General Meeting of 
Shareholders
Date of Board resolution                 : 25-Jan-2022
Shareholder's meeting date               : 17-Mar-2022
Beginning time of meeting (h:mm)         : 14 : 00
Record date for the right to attend the  : 27-Jan-2022
meeting
Ex-meeting date                          : 26-Jan-2022
Significant agenda item                  :
  - Capital increase
  - Connected transaction
  - Amendments to the Company's Memorandum of Association and Articles of 
Association
Venue of the meeting                     : E-Meeting
______________________________________________________________________

Increasing Capital

Status                                   : Canceled
Reason                                   :
The Board of Directors' Meeting no. 3/2022, held on 25 February 2022 resolved to
cancel the increase in registered capital, the private placement offering of
newly issued ordinary shares to specific investors, the calling of EGM no.1/2022
and the record date to fix names of shareholders entitled to attend EGM
no.1/2022. The reason is that the Company is still unable to reach an agreement
with the investors which express their interest in joining the competitive
process to acquire its newly issued ordinary shares. The Company will expedite
the negotiations with investors.

Subject                                  : Specifying  the purpose of utilizing 
proceeds
Date of Board resolution                 : 28-Dec-2021
Number of additional common shares       : 66,000,000
(shares)
Total of additional shares (shares)      : 66,000,000
Par value (baht per share)               : 1.00
Type of allocated securities             : Common shares
  Allocated to                           : Private placement (PP)
    Number of allotted shares (shares)   : 66,000,000
    % of Paid Up Capital after capital   : 24.81
increase
    Total shares allocated to Private    : 66,000,000
Placement (Shares)
Remark                                   :
The offering price of the newly issued ordinary shares will be determined by the
shareholders meeting of the Company in accordance with the Notification of the
Capital Market Supervisory Board no. Thor Chor.72/2015 Re: Approval granted to
Listed Companies for Private Placement of Newly Issued Shares (as amended) (the
Notification no. Thor Chor.72/2015) and shall not be lower than THB 21.52 per
share which is the price that is not lower than the Market Price of the
Company's ordinary shares. The total offering price will not be lower than THB
1,420,320,000 (based on the assumption that the Company can sell all of the
newly issues shares). The Company will have to complete the offering of such
newly issued shares at the above offering price within 3 months from the date
which the shareholders meeting of the Company approves the offering of newly
issues ordinary shares to specific investor(s). Upon the lapse of the 3-months
period, the board of directors or the person authorized by the board of
directors may, during the 12-months period from the date which the shareholders
meeting of the Company approves the offering of newly issued ordinary shares,
offer to sell the newly issued shares to specific investor(s) at the market
price of the ordinary shares of the Company in accordance with Section 8 of the
Notification no. TorChor. 72/2015.
The "Market Price" means the weighted average price of the Company's ordinary 
shares traded on the SET 15 consecutive business days before the date of the
board of directors meeting approving the offering of newly issued shares to
specific investor(s), which equal to THB 21.52 per share.
The Company is now considering final biding proposals of the strategic investors
who participate in the competitive process. Once the Company selects the
winning bidder, the Company will hold another board of directors meeting to
consider and approve the determination of the name of specific investor(s) and
the offering price. The selection of successful bidder is expected to complete
by 25 February 2022.  The Company will inform the name of the selected specific
investor(s) and the offering price to the shareholders and the investors through
 the SET accordingly.
______________________________________________________________________


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