MORE RETURN CS005/2565
August 15, 2022 | |
Subject | : Notification of the resolutions of the Board of Directors' meeting, notification of the Company's |
disputes, increase of registered capital to offer to private placement, request for a waiver from | |
making a tender offer for all securities of the business by virtue of the resolution of the | |
shareholders' meeting (Whitewash), making connected transactions, and determining Date of the | |
Extraordinary General Meeting of Shareholders No. 1/2565 (additional information) | |
Attn | : Director and Manager of the Stock Exchange of Thailand |
Enclosure | 1. Capital Increase Report Form (F53-4) |
2. Information Memorandum on the Offering and Allocation of Newly Issued Shares to Specific Investors (Private Placement) and Connected Transactions of More Return Public Company Limited
3. Details of the request for a waiver from making a tender offer for all securities of the business by means of the resolution of the shareholders' meeting (Whitewash)
The Board of Directors of More Return Public Company Limited (the "Company") No. 3/2022, held on August 11, 2022, passed important resolutions as follows:
1. Approved the filing of a lawsuit to the court May Plus 2005 Company Limited as defendant No.1, and MN Pure Life Company Limited as defendant No.2. The total value of the plaint is 879,147,884 baht, with details as follows:
- Date of filing the lawsuit - Information of the parties
- The essence of the lawsuit,
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บริษัท มอร์ รีเทิร์น จำกัด(มหาชน)
เลขทะเบียนนิติบุคคล0107554000143
เลขที่222/148-150 อาคารชุดบ้านสวนจตุจักร ซอยวิภาวดีรังสิต17 ถนนวิภาวดีรังสิต แขวงจตุจักร เขตจตุจักร กรุงเทพมหานคร
- The source where the lawsuit was filed
The parties have breached the contract to buy and sell pyrolusite mineral water filter products (Pyrolusite) dated 5 July 2020 by using pyrolusite minerals. to sell to other people and do not ship pyrolusites mineral filtration according to the company Orders were processed on time.
The essence under the said contract is as follows: "More Return Public Company Limited (Buyer) can purchase pyrolusite for a period of 10 years or 400,000 tons, whichever comes first, at the price. 30,000 baht per ton and May Plus 2005 Co., Ltd. (the seller) agrees to sell pyrolusites to More Return Public Company Limited (Exclusive) throughout the contract period.
- Relationship of MN Pure Life with May plus 2005 Co., Ltd.
Refer to a letter from May Plus 2005 Co., Ltd. dated February 25, 2021, regarding the change of the company that issuing documents for trading in pyrolusites mineral water filter products. The details in that letter informed that MN Pure Life Co., Ltd. is a subsidiary of May Plus 2005 Co., Ltd., holding 70% of shares with the objective of distribution and marketing.
- value of the lawsuit considered
1. Opportunity cost of not getting paid from the profit generated.
- Product guarantee
- Cash Paid for Legal Consulting Fees Fee for issuing new ordinary shares and Various expenses incurred in organizing the shareholders' meeting
The Company will continue to report progress to the Stock Exchange of Thailand.
2. Approved to propose to the shareholders' meeting to consider and approve the cancellation of the resolution of the Extraordinary General Meeting of Shareholders No. 1/21, held on November 24, 2021 ( Agenda 2 ) to consider and approve the disposal of investments in the Company. More Property
Development Company Limited ("PROP"), a subsidiary of 38,399,993 shares or 99.99 percent of the total registered capital of PROP, with a par value of 1 0 baht per share, at a selling price of 6 . 5 1 baht per share, or Total value of 2 5 0 ,0 0 0 ,0 0 0 baht (two hundred and fifty million baht) to Mr. Siwaporn Tangchittiporn
Reason for cancellation What impact will MORE have in the future on MORE Property? Development
Co., Ltd. ("PROP")
Because Mr. Siwaporn Tangchittiporn led the real estate development project in the area surrounding the Suan Chatuchak condominium building. (The area surrounding the Baan Suan condominium has been expropriated) to present and introduce investors from other companies who are interested in investing in this project. The Board considered it an interesting project. and assigned to the Executive Committee to study and analyze the feasibility of the project upon conclusion clear investment proportion A deposit of 50 million baht that Mr. Sivaporn Tangchittiporn has already paid to
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บริษัท มอร์ รีเทิร์น จำกัด(มหาชน)
เลขทะเบียนนิติบุคคล0107554000143
เลขที่222/148-150 อาคารชุดบ้านสวนจตุจักร ซอยวิภาวดีรังสิต17 ถนนวิภาวดีรังสิต แขวงจตุจักร เขตจตุจักร กรุงเทพมหานคร
More Return Public Company Limited will be considered as part of the investment in this project in proportion to Mr. Sivaporn Tangchit. Tiporn
However, if the aforementioned project is not finalized or considered, there is a risk that it is not worth the investment. MORE will return the deposit of 50 million baht to Mr. Siwaporn Tangchittiporn. have been expropriated It will have a positive effect on the asset value of More Property. Development Co., Ltd. ("PROP") increases. In addition, the restrictions on real estate development that existed before the surrounding areas were expropriated, such as The construction of a building or building can only be 4 floors, the main road with a long distance, the limitation of the road adjacent to the land is only 6 meters wide (short distance in the construction of a tall building FAR At present, the road adjacent to the land with a width of only 6 meters, if you want to build a tall building to add value of land to be higher in this area will be limited by the law of shortening of the building, but after The surrounding land has been expropriated, making the main road adjacent to the land. is wider and has a positive effect on building taller buildings)
and due to the sale of investment in ordinary shares of More Property Co., Ltd. development Company Limited ("PROP") has been approved by the Extraordinary General Meeting of Shareholders No. 1/21, therefore considers to propose the cancellation of the sale of funds in the ordinary shares of More Property Company Limited. development Company Limited ("PROP") to this Extraordinary General Meeting of Shareholders. for prior approval and if there is progress in joint investment projects clear investment ratio The company will comply with the criteria List of Acquisition or Disposition of Assets according to the Notification of the Capital Market Supervisory Board No. TorJor. (and as amended) and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition or Disposition of Assets B.E. amended) ("Notice on Acquisition or Disposition of Assets")
3. Approved to propose to the shareholders' meeting to consider and approve the cancellation of the resolution of the Extraordinary General Meeting of Shareholders No. 1/21, held on November 24, 2021 (Agenda No. 7) regarding the allocation of newly issued ordinary shares of not more than 2,000,000,000 shares (two billion shares) with a par value of 0 . 0 5 baht per share for offering to a specific person (Private Placement) amounting to 1 person i.e. May plus 2005 Co., Ltd. ("Investor"), offering price 1.50 per share baht accounted for a total value of not more than 3,000,000,000 baht (three billion baht) as compensation for the acquisition Pyrolusite (Pyrolusite)
The source that went to cancel the list.
May plus 2005 Co., Ltd. ("Investor") has breached the contract to buy and sell pyrolusites mineral water filter products. (Pyrolusite) dated July 5, 2020 by bringing pyrolusite minerals to sell to other people
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บริษัท มอร์ รีเทิร์น จำกัด(มหาชน)
เลขทะเบียนนิติบุคคล0107554000143
เลขที่222/148-150 อาคารชุดบ้านสวนจตุจักร ซอยวิภาวดีรังสิต17 ถนนวิภาวดีรังสิต แขวงจตุจักร เขตจตุจักร กรุงเทพมหานคร
and do not ship minerals Filter the pyrolusites water. according to the company Orders were processed on time. and the Board of Directors has approved the submission. The complaint against May Plus 2005 Co., Ltd. is Defendant No.1, and MN Pure Life Company Limited as Defendant No.2.to the Civil Court (Black Case No. Phor.3993/2565 dated August 11, 2022)
Effects on MORE
The company had a revenue impact that did not meet expectations. and lose important business opportunities which will the business plan is not fulfilling the objectives. however, the company has tried and tested its effectiveness. Various manganese ores to determine the efficacy equivalence of pyrolusites from various sources. from both partners within the country and neighboring countries throughout the past period
What will happen in the future for related businesses
due to not receiving minerals to operate in various projects Subsidiaries that operate tap water distribution business will continue to use the current water filtration method. and will find alternative methods efficient and cost-effective production for use in water filtration to produce tap water for distribution
4. Approved to propose to the shareholders' meeting to consider and approve the reduction of the registered capital of the company in the amount of 1 0 0 ,0 0 0 ,0 0 0 baht from the original registered capital. 453,793,579.75 baht, new registered capital 353,793,579.75 baht by eliminating 2,000,000,000 unsold registered ordinary shares with a par value of 0 . 0 5 baht per share, which are newly issued ordinary shares allocated to specific persons (Private Placement) according to the resolution of the Extraordinary General Meeting of Shareholders No. 1 / 2 0 2 1 , convened on November 2 4 , 2 0 2 1 requesting the cancellation of the resolution of the allocation of shares as specified in Article 3 above (after the reduction of registered capital above The Company will have remaining shares issued to support the exercise of warrants to purchase ordinary shares of More Return Public Company Limited No. 2 ( MORE-W2 ) of 5 4 5 ,0 0 0 ,0 00 shares) and the amendment of the Memorandum of Association Clause 4. In accordance with the reduction of registered capital as follows:
"Clause 4. Registered capital amount 353,793,579.75 baht (three hundred fifty-three million
seven hundred ninety-three | ||
thousand five hundred seventy- | ||
nine-bahtseventy-five satang) | ||
divided into | 7,075,871,595 | shares (seven thousand seventy-five million |
eight hundred seventy-one | ||
thousand five hundred ninety-five | ||
shares) |
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บริษัท มอร์ รีเทิร์น จำกัด(มหาชน)
เลขทะเบียนนิติบุคคล0107554000143
เลขที่222/148-150 อาคารชุดบ้านสวนจตุจักร ซอยวิภาวดีรังสิต17 ถนนวิภาวดีรังสิต แขวงจตุจักร เขตจตุจักร กรุงเทพมหานคร
par value of | 0.05 | baht per share (five satang) | |
divided into | |||
Ordinary shares | 7,075,871,595 shares (seven thousand seventy-five million eight | ||
hundred seventy-one thousand five | |||
hundred ninety-five shares) | |||
Preferred shares | - | shares | - (- shares)" |
5. Approved to propose to the shareholders' meeting to consider and approve the increase of the Company's registered capital in the amount of 11,100,000 baht from the original registered capital. 353,793,579.75 baht, new registered capital 364,893,579.75 baht by issuing new ordinary shares in the amount of not more than 222,000,000 shares with a par value of 0.05 baht per share to support the allotment of newly issued ordinary shares to specific persons (Private Placement) and the amendment of the Memorandum of Association Clause 4 in accordance with the Increase registered capital as follows
"Clause 4. Registered capital amount 364,893,579.75 baht (three hundred sixty-four million eight
hundred ninety-three thousand five | |||
hundred seventy-nine-baht seventy- | |||
five satang | |||
divided into | 9,075,871,595 shares | (nine thousand seventy-five million | |
eight hundred seventy-one | |||
thousand five one hundred ninety- | |||
five shares) | |||
par value of | 0.05 | baht per share (five satang) | |
divided into | |||
Ordinary shares | 7,297,871,595 shares | (seven thousand two hundred | |
ninety- seven million eight hundred | |||
seven ten thousand five hundred | |||
ninety-five shares) | |||
Preferred shares | - | shares | - (- shares)" |
6. Approved to propose to the shareholders' meeting to consider and approve the allocation of newly issued ordinary shares not exceeding 222,000,000 shares (two hundred and twenty-two million shares) with a par value of 0.05 baht per share for one time or multiple offering to a specific person (Private Placement) namely Mr. Ummarit Klomchitcharoen ("Investor"), which is the connected person of the Company according to the Connected Transaction Notification.
by the offering price of the newly issued ordinary shares Assign to the Board of Directors and/or persons assigned by the Board of Directors is the one who determines the offering price which
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บริษัท มอร์ รีเทิร์น จำกัด(มหาชน)
เลขทะเบียนนิติบุคคล0107554000143
เลขที่222/148-150 อาคารชุดบ้านสวนจตุจักร ซอยวิภาวดีรังสิต17 ถนนวิภาวดีรังสิต แขวงจตุจักร เขตจตุจักร กรุงเทพมหานคร
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More Return pcl published this content on 15 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 August 2022 15:03:11 UTC.
