On 4 January 2024, MORE sent an invitation to the Extraordinary General Shareholder Meeting No. 1/2567 to the shareholders with the agenda concerning the consideration for approval of a registered capital increase of 1,076.51 million baht (from the existing 358.84 million baht to reach the new amount of 1,435.35 million baht) by issuing additional 21,530,245,323 shares at the price of 0.05 baht per share, to be allocated to the existing shareholders in proportion to their shareholding (right offering) not more than 14,353,496,882 shares and reserved for the exercise of warrants (MORE-W3) at the amount of 7,176,748,441 shares. The Extraordinary General Shareholder Meeting will be held on 19 January 2024. 

In this regard, the SEC has received complaints about MORE’s disclosure of information in the meeting notice concerning the calculated impacts of the proposed capital increase on the shareholders, and the lack of clarity in the objectives of the capital increase. Since this case may affect the rights and benefits of securities holders or the decision making of investors, the SEC, by virtue of Section 58(2) of the Securities and Exchange Act B.E. 2535 (1992), has therefore ordered MORE to clarify information regarding the following issues:    

1. MORE set the subscription price for the right offering of the ordinary shares for capital increase at 0.05 baht per share, which is lower than the market price before the offering. Thus, if the existing shareholders do not exercise their right, there may be a significant price dilution. However, MORE included the exercise of MORE-W3 warrants in the calculation of price dilution. From this basis, MORE disclosed that there will be no impacts on the market price. This information, which may mislead the shareholders regarding the significant implications of price dilution, is crucial for their decision making.   

The SEC has therefore ordered MORE to clarify the facts and provide rectifying measures in the matter.  

2. MORE disclosed that the purpose of the capital increase of 717.67 million baht is to further develop the company’s current business operations in the lines of consumer products, real estate and entertainment industries, and to support business expansion into the health and beauty business in the capacity of original equipment manufacturer (OEM) and original design manufacturer (ODM). MORE added that the company is currently studying investment information and/or conducting feasibility analysis in this regard. Given the substantial amount of the proposed capital increase, not exercising subscription rights may result in control dilution of approximately 75 percent. The increased capital utilization plan is therefore crucial information that the shareholders need to consider in their decision-making process. 

The SEC has therefore ordered MORE to clarify and disclose further information related to the capital utilization plan, at least in the matter of budgeting proportion and the expected periods of capital utilization for each project, as well as provide project summaries and information regarding the connection between the capital utilization plan and the exercise of MORE-W3 warrants. 

MORE is required to submit the clarification along with supporting documents to the SEC within 17 January 2024 and disclose the information through the SET Electronic Listed Companies Information Disclosure System. 

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