“VGI” negotiates with partners to plan to attack Virtual Bank, revealing that it is in the process of negotiating shareholding proportions by increasing PP capital to 4 funds worth 1.32 billion baht.
August 2, 2567 VGI Public Company Limited or VGI informs the Stock Exchange of Thailand that The Company’s Board of Directors Meeting No. 5/2567 on August 1, 2567 resolved to approve the issuance and allocation of additional common shares of the Company in the amount not exceeding 8,805,480,334 shares with a par value of 0.10 baht per share, or equivalent to 44.03 percent of Paid-up capital of the company After increasing paid-up capital At the offering price of 1.50 baht per share, the total value does not exceed 13,208,220,501.00 baht
To be offered for sale to a limited number of persons (Private Placement) of 4 persons, namely CAI Optimum Fund VCC (“CAI Fund”), Si Suk Alley Limited (“Si Suk Fund”), Opus- Chartered Issuances SA (“Opus Fund”). and Asean Bounty (“Asean Bounty Fund”), which is being established (“Investors”), which is a significant private placement of newly issued shares in a limited number of cases. According to the announcement of the Capital Market Supervisory Board No. TorChor. 28/2565 regarding permission for listed companies to offer newly issued shares to a limited number of persons. (including amendments) (“Announcement TorJor. 28/2565”) due to transactions
Selling additional common shares to a limited number of persons may cause an impact on shareholders’ voting rights (Control Dilution), accounting for a proportion of not less than 25 percent, and must therefore be approved by a meeting of shareholders. Company’s shares With a vote of not less than three-fourths of the total number of votes of shareholders attending the meeting and having the right to vote. And it is considered that the company has received permission to offer additional common shares to a limited number of persons from the Office of the Securities and Exchange Commission (“SEC”) in accordance with Announcement TorChor. 3/4.
In raising capital through an offering to a limited number of persons (Private Placement), the Company was contacted by investors that these 4 investors were interested in investing in the Company. current
The company wants to raise funds by issuing and offering shares through a private placement (Private Placement) because the contract gives rights to manage the company’s advertising space. which is the main income is about to expire in 5 years (the right to manage advertising space on the electric train network will expire in December 2572)
Therefore, the company intends to invest in projects related to various businesses. that are related and/or an extension of the Company’s existing businesses, which are Media and Entertainment Business, Digital Services Business, and Distribution Business. (Distribution)
In the beginning The Company plans to use the proceeds from this capital increase to invest in projects related to applying for licenses and issuing licenses to operate a branchless commercial bank (“Virtual Bank”). The Company will invest in Virtual Bank. Bank by the company itself or through its subsidiaries
Virtual Bank operates through all digital and online platforms. There are no branches located like traditional banks (physical). Customers can perform various financial transactions such as deposits, withdrawals, transfers, bill payments, and others through the Virtual Bank application or website.
From the plan of the Bank of Thailand (BoT), it is seen that the Virtual Bank will help penetrate retail customers in areas that banks cannot reach, such as groups that do not have access to financial services. Small group without regular income and small and medium-sized enterprises (SMEs) use existing technology and customer data to provide financial services to customers. and stimulate appropriate competition in the financial institution system. and lower financial costs than traditional banks (Physical) will be passed on to the customer
It is expected that the investment in Virtual Bank will be joined with other partners (“Partners”) who are still in the process of negotiating shareholding proportions. The company expects that it will not be the mainstay in joining with other partners. and will hold shares not exceeding 25 percent. One of the important requirements of the Bank of Thailand in applying for a Virtual Bank business license is that the applicant must have registered and paid-up capital of not less than 10,000 million baht and registered capital that has been paid-up. Not less than 5,000 million baht in the first phase of business operations Including having sufficient funds as reserve funds for management.
The company views that The company and its partners have the potential to apply for a Virtual Bank license due to the company’s experience in financial and digital services through Rabbit Card and Rabbit Cash, as well as its ability to combine financial, data and technology capabilities. together very well And because the alliance is in the process of negotiating together to request this license. All have high investment potential. The company therefore saw that The fact that the company has additional capital to prepare is an important feature. And it is an opportunity to increase the confidence that partners have in the company. In joining this project together as well
In operating Vitual Bank, strong investment and support from shareholders in the initial stages are very necessary to build confidence among the public, customers, and depositors. Therefore making this capital increase It is also important to participate in this project.
In this regard, if the investment in Virtual Bank is clear and the company will proceed with the investment. The Company will comply with the asset acquisition transaction in accordance with the announcement of the Stock Exchange of Thailand Board of Directors, Tor Jor. 20/2551, regarding criteria for making significant transactions that are considered to be the acquisition or disposal of assets. (including amendments) and the announcement of the Stock Exchange of Thailand Board of Directors regarding information disclosure and operations of listed companies regarding the acquisition or disposal of assets, B.E. 2547 (the “Announcement of Acquisition or Disposition”). )
However, if the company and its partners do not receive a Virtual Bank license or have funds remaining from the said project. The Company will use the remaining funds to invest in other projects related to the Media and Entertainment business, which may include other related businesses and/or expand on the Company’s additional business, namely the media business. Advertising and Entertainment (Media and Entertainment), Digital Services Business (Digital Services) and Distribution Business (Distrbution)
Aside from that The company will use the investment to develop and improve the entertainment system. (Entertainment) in the electric train and various places In order to be more modern and convenient for customers in using the electric train service. The company has criteria for considering investment by focusing on and expanding the existing business of the company that already has expertise. The company will present the matter to the board meeting and/or shareholder meeting as specified in the relevant rules.
In this regard, the CAI Fund, Si Suk Fund, Opus Fund and Asean Bounty Fund do not have any relationship with each other in the form of parties acting together (Concert Party) or any relationship whatsoever. who are considered to be persons under Section 258 of the Securities and Exchange Act B.E. 2535 (including amendments) that will cause them to have a duty to comply with Section 246 and Section 247 of the Securities and Exchange Act B.E. 2535 (including amendments), therefore CAI Fund, Si Suk Fund, Opus Fund and Asean Bounty Fund are not obliged to make a tender offer for all securities of the Company. After acquiring additional common shares of the company
Link Reference : https://www.nationthailand.com/business/corporate/40039822
