Schedule of Shareholders' meeting
Subject : Schedule of Extra-General Meeting of
Shareholders
Date of Board resolution : 26-Jan-2023
Shareholder's meeting date : 08-Mar-2023
Beginning time of meeting (h:mm) : 14 : 00
Record date for the right to attend the : 10-Feb-2023
meeting
Ex-meeting date : 09-Feb-2023
Significant agenda item :
- Capital increase
- The issuance of convertible securities
- Acquisition and disposition of assets
Venue of the meeting : E-Meeting
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Increasing Capital
Subject : Specifying the purpose of utilizing
proceeds
Date of Board resolution : 26-Jan-2023
Number of additional common shares : 194,806,498
(shares)
Total of additional shares (shares) : 194,806,498
Par value (baht per share) : 0.50
Type of allocated securities : Common shares
Allocated to : Private placement (PP)
Person(s) receiving allotment(s) : Advance Opportunities Fund ("AO
Fund")
Number of allotted shares (shares) : 93,000,000
% of Paid Up Capital after capital : 19.56
increase
Allocated to : Private placement (PP)
Person(s) receiving allotment(s) : Mr. Sawin Laosethakul
Number of allotted shares (shares) : 4,500,000
% of Paid Up Capital after capital : 0.95
increase
Allocated to : Private placement (PP)
Person(s) receiving allotment(s) : Mr. Fong Pin Jan
Number of allotted shares (shares) : 4,500,000
% of Paid Up Capital after capital : 0.95
increase
Total shares allocated to Private : 102,000,000
Placement (Shares)
Allocated to : Reserved shares for the exercise of
convertible securities
Number of allotted shares (shares) : 92,806,498
______________________________________________________________________
Issued Convertible Securities
Subject : Issued convertible securities
Date of Board resolution : 26-Jan-2023
Type of allocated securities : Convertible debentures
Allocate to : Private placement (PP)
Person(s) receiving allotment(s) :
AO Fund and AO Fund 1
Reserved shares for the exercise of : Common shares
convertible debentures
Number of additional shares (shares) : 92,806,498
Description of convertible debentures
Name of convertible debentures : Convertible Debentures of G Capital
Public Company Limited
Term of convertible debentures :
3 years after the issuance of each Tranche
Remark :
Conditions of the Issuance of Convertible Debentures : Number of allotted
convertible debentures, The price and exercise ratio will be informed via SET
later.
The Company will gradually issue the Convertible Debentures by tranche, each
tranche, respectively. In each issuance of the tranche of Convertible
Debentures, the Company will gradually issue each set in each tranche according
to the Company's financial needs. The issuance of convertible debentures is
subject to the completion of the conditions precedent which are: Permission from
the Securities and Exchange Commission and other relevant agencies, including
the terms and conditions of the Convertible Debentures.
However, the period of the conversion is within 1 year after shareholder's
meeting approved the issuance. If the Company did not issue all Convertible
Debentures within 1 year, the Company may request a resolution of the
shareholders' meeting to issue the unissued convertible debentures according to
the Company's financial needs.
______________________________________________________________________
Acquisition or disposition of assets
Incorporate 2 subsidiaries to accommodate the securities business. Details are
as follows:
Subsidiary 1
Company Name : Advance GF 1 or any other appropriate name
Type of Business : Securities business (in accordance with the License for
Securities Business Type A)
Subsidiary 2
Company Name : Advance GF 2 or any other appropriate name
Type of Business : Securities business (in accordance with the License for
Securities Business Type C)
______________________________________________________________________
This announcement was prepared and disseminated by listed company or issuer
through the electronic system which is provided for the purpose of dissemination
of the information and related documents of listed company or issuer to the
Stock Exchange of Thailand only. The Stock Exchange of Thailand has no
responsibility for the correctness and completeness of any statements, figures,
reports or opinions contained in this announcement, and has no liability for any
losses and damages in any cases. In case you have any inquiries or
clarification regarding this announcement, please directly contact listed
company or issuer who made this announcement.
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