BTS Group Holdings Public Company Limited (SET: BTS) has announced a major restructure by offering newly issued shares, approving VGI to raise capital through private placement, and tendering for ROCTEC and RABBIT.
BTS Capital Raising
The Board of Directors of BTS approved to propose to the Extraordinary General Meeting of Shareholders No. 1/2024 to consider and approve the issuance and offering of newly issued ordinary shares of the Company to the existing shareholders proportionate to their respective shareholdings (Rights Offering), in the amount of 2,926,141,881 shares, with an allocation ratio of 4.5 existing ordinary shares for 1 new ordinary share (any fractions of a share resulting from the calculation based on the allocation ratio set forth shall be rounded down), at an offering price of Baht 4.50 per share. The subscription period will be October 17 – 18, 2024, October 21 – 22, 2024, and October 24, 2024 (totaling 5 business days).
VGI Capital Raising
The Board of Directors of BTS approved the shareholding restructuring of VGI Public Company Limited (“VGI”), a subsidiary of the Company, for VGI to issue and offer new ordinary shares via private placement in an amount not exceeding 8,805,480,334 shares, with a par value of Baht 0.10 per share, representing 44.03 percent of the total issued shares of VGI after the capital increase, at an offering price of Baht 1.50 per share, totaling not exceeding Baht 13,208,220,501, to four investors, with the following details:
1) CAI Optimum Fund VCC, managed by Capital Asia Investments Pte. Ltd., totaling 2,900,000,000 shares, representing 14.50 percent of the total issued shares of VGI after the capital increase;
2) Si Suk Alley Limited, managed by Argyle Street Management Limited, totaling 2,805,480,334 shares, representing 14.03 percent of the total issued shares of VGI after the capital increase.
3) Opus Fund-Chartered Issuances S.A., managed by Agmoni Eyal, Bartelloni Andrea, Maier Daniel, Melizzi Nicola, Perin Paolo, Wenkel Tobias, totaling 2,200,000,000 shares, representing 11 percent of the total issued shares of VGI after the capital increase; and
4) Asean Bounty Fund, which is in the process of incorporation, to be managed by Finansia Investment Management, totaling 900,000,000 shares, representing 4.50 percent of the total issued shares of VGI after the capital increase.
The issuance and offering of newly issued ordinary shares via private placement will result in BTS’s shareholding in VGI decreased from 61.13 percent to 34.23 percent.
Additionally, the Board of Directors approved VGI to issue and offer the Warrants to Purchase Newly Issued Ordinary Shares of VGI Public Company Limited No. 4 (VGI-W4), in an amount not exceeding 1,119,451,967 units, to be allocated to the existing shareholders of VGI proportionate to their respective shareholdings, at no cost.
VGI will hold the Extraordinary General Meeting of Shareholders on October 15, 2024.
The Acquisition of ROCTEC
The Board of Directors of BTS approved the acquisition of securities of Roctec Global Public Company Limited (“ROCTEC”) via a conditional voluntary tender offer by the Company and/or its subsidiary, in which the Company holds, directly or indirectly, 100 percent of its total shares (the “Company and/or its subsidiary”). The securities to be tendered consist of all ordinary shares of ROCTEC in the amount of 6,716,524,538 shares (excluding the ordinary shares held by the Company), representing 82.74 percent of the total issued shares of ROCTEC, at an offering price of Baht 1.00 per share, totaling Baht 6,716,524,538 (the “VTO Transaction in ROCTEC”).
BTS stated that it will not make a tender offer for the Warrants to Purchase the Newly Issued Ordinary Shares of Roctec Global Public Company Limited No. 3 (ROCTEC-W3) and No. 5 (ROCTEC-W5) as the exercise prices of these warrants are equal to or higher than the offering price for ROCTEC shares. Additionally, the Company and/or its subsidiary will not acquire any of these warrants.
The Acquisition of RABBIT
The Board of Directors of BTS approved the acquisition of securities of Rabbit Holdings Public Company Limited (“RABBIT”), via a conditional voluntary tender offer by the Company and/or its subsidiary. The securities to be tendered consist of (1) all ordinary shares of RABBIT in the amount of 5,481,004,623 shares (excluding the ordinary shares held by the Company), representing 17.23 percent of the total issued shares of RABBIT, and (2) all preferred shares of RABBIT in the amount of 8,109,121,267 shares (excluding the preferred shares held by the Company and the person who has expressed an intention not to sell in the tender offer), representing 25.49 percent of the total issued shares of RABBIT, at an offering price of Baht 0.60 per share, totaling Baht 8,154,075,534 (the “VTO Transaction in RABBIT”).
BTS will hold the Extraordinary General Meeting of Shareholders on September 30, 2024.
