Page 166 - ACC One Report 2567-En

ADVANCED CONNECTION CORPORATION PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024
25.2 Share premium (discount)
The movements of share premium (discount) for the years ended December 31, 2024, and 2023 are as follows :
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25. 3 On November 8 , 2 0 2 4 , at the extraordinary general meeting of shareholders No. 1 / 2 0 2 4 , the company approved the following matters:
25.3.1 Approved the acquisition of assets by purchasing common shares in R.T.S. (2003) Co., Ltd. (“RTS”) from three sellers, who are not related parties to the Company. The total number of shares purchased is 2.64 million shares with a par value of 100 Baht per share, at a purchase price of 100 Baht per share (equivalent to the par value), representing 60.00% of the total shares of RTS. The total transaction value is 264 million Baht. The Company will settle the purchase price of RTS’s common shares by issuing newly issued common shares of the Company through a private placement to the sellers instead of paying in cash, with a total consideration of 264 million Baht at an offering price of 0.60 Baht per share. Accordingly, the Company will allocate up to 440 million newly issued common shares to settle the consideration for the RTS share acquisition, with an exchange ratio of 1 RTS share at par value (100 Baht per share) for 166.6667 newly issued shares of the Company at 0.25 Baht per share.
25.3.2 Approved an increase in the Company’s registered capital by 221.92 million Baht, from the previous registered capital of 447.69 million Baht to a new registered capital of 669.61 million Baht. This increase is achieved through the issuance of up to 887.69 million newly issued common shares with a par value of 0.25 Baht per share for the following purposes: (1) To accommodate the issuance and offering of newly issued common shares to the Company’s existing shareholders on a pro-rata basis, excluding shareholders who would cause the Company to have legal obligations under foreign laws (Preferential Public Offering: PPO), for up to 447.69 million shares. (2) To accommodate the issuance and offering of newly issued common shares through a private placement for up to 440.00 million shares. Additionally, the amendment of Article 4 of the Company’s Memorandum of Association was approved to reflect the registered capital increase.
Annual Report 2024 (Form 56-1 One Report)
Advanced Connection Corporation Public Company Limited 68
Share premium (discount)
As at January 1
Reduction of share premium (discount)
Issuance of common shares
Acquisition of investment in a subsidiary by issuing common shares Transfer of share premium to retained earnings (deficit)
As at December 31
342 - 33 154 (184) 345
342 - - - - 342
(Unit : Million Baht) Consolidated and Separate
2024
2023