Sabuy Technology Public Company Limited (SET: SABUY) made an announcement to raise capital by issuing new shares for private placement as the company seeks partnership to strengthen financial condition and liquidity of the company.
SABUY revealed that during the board meeting on April 9, a resolution was passed to propose at the Extraordinary General Meeting of Shareholders to consider approving an increase in the company’s registered capital by up to 2,510,000,000 Baht from the original registered capital of 2,061,370,366 Baht.
The company just published a statement during the weekend, saying that it is seeking for a “strategic shareholder” to increase its liquidity.
SABUY has an obligation of 1,500 million baht in debentures to settle by this year. The company only had 285 million baht of cash and cash equivalent as of the end of 2023 in a separate financial statement. Meanwhile, there are about 14,000 million baht that the company could generate through divestment and other measures.
This will result in a new registered capital of 4,571,370,366 Baht by issuing new common shares up to 2,510,000,000 shares at a par value of 1.00 Baht per share to offer by ways of a Private Placement totaling 1,300,000,000 shares and exercisable of the convertible securities, SABUY-W3 warrants, for 1,210,000,000 shares.
The private placement (PP) shares will be offered at a price of 2.30 Baht per share, with 1,200,000,000 additional common shares allocated to Lightnet Pte. Ltd and 100,000,000 additional common shares allocated to Mr. Anonchai Veeraprawat, who currently holds the second-largest stake of SABUY at 8.10%.
Regarding the issuance and offering of warrants to purchase additional ordinary shares of the company No. 3 (SABUY-W3), it will be priced at 0.00 Baht per unit with an exercise rate of 1 Warrant unit per 1 common share by SABUY-W3 warrant at an exercise price of 3.00 Baht per share.
Following the aforementioned PP transaction, Lightnet Pte. Ltd. will become a major shareholder of SABUY, holding a stake of 40.38%. This will lead Lightnet Pte. Ltd. to hold shares in proportion to the point where it must make a tender offer for all of the company’s securities at 25.00 percent of the total voting rights and is obliged to make a tender offer for all of the company’s securities. Approval will be sought at the upcoming Extraordinary General Meeting of Shareholders to consider approving the waiver of the mandatory tender offer requirements based on the shareholders’ meeting resolution.
The company expects that the PP transaction will be completed within 3 months from the date of the shareholders’ meeting approval.
Lightnet Pte. Ltd. is a financial technology company based in Singapore with licenses to operate in several countries worldwide, focusing on providing cross-border payment and money transfer services.
As of February 28, 2024, significant shareholders of Lightnet include Mr. Chatchaval Jiaravanon and Mr. Tridbodi Arunanondchai, holding 69.54% and 12.09% of Lightnet, respectively.
The funds raised from the PP of up to 2,990 million Baht and the exercise of SABUY-W3 of up to 3,630 million Baht, totaling 6,620 million Baht, will be used for the principal repayment of permissible notes, and/or term loan, and/or debentures and/or for use as working capital within the Group during 2024-2030.
The Extraordinary General Meeting of Shareholders No. 1/2024 will be conducted electronically (E-EGM) on June 24, 2024, at 13:30. April 24, 2024, is set as the date for determining the names of shareholders entitled to attend the Extraordinary General Meeting of Shareholders No. 1/2024 (Record Date).
