NMG Announces a Cancellation of Capital Increase, Asserting No Effect to the Operations

On November 12, 2019, Nation Multimedia Group Public Company Limited (NMG) has made an announcement to postpone the Extraordinary General Meeting of Shareholders No. 2/2019, to be held Monday, 18 November 2019, indefinitely.

 

NMG expected to propose agenda items in relation to the increase of registered capital for allocation to existing shareholders in proportion to their respective shareholdings (Rights Offering) in this Extraordinary General Meeting.

However, NMG stated that a certain group of shareholders, which was the same group from the protest incident at the Nation’s building last time, were intimidating other shareholders to vote against NMG’s agenda.

As a result, NMG had to postpone the meeting indefinitely in order to make a better understanding of NMG’s shareholders regarding this capital increase.

 

Today, NGM has been informed that currently, several groups of important shareholders are not able to decide on such capital increase at the moment. The reason is that there are several related external factors involved. Therefore, the meeting of the Board of Directors of NMG passed resolutions for cancellation of the following agendas;

1) Cancellation to the transfer of reserve fund, as required by law, and share premium (Ordinary Share Premium) to compensate for the total accumulated loss of NMG.

2) Cancellation of registered capital reduction of NMG and amendment to the memorandum of association, clause 4, of NMG to be pursuant to the registered capital reduction.

3) Cancellation of registered capital increase of NMG and amendment to the memorandum of association, clause 4, of NMG to be pursuant to the registered capital increase.

4) Cancellation of capital increased the ordinary share allotment of NMG to the existing shareholders based on the shareholding ratio (Rights Offering).

5) Cancellation of the date for determination of the Extraordinary General Meeting of Shareholders No. 2/2019, the record date for eligible shareholders to attend the meeting on 21 October 2019 and the record date for eligible shareholders to rights offering an allocation of capital increased ordinary shares of NMG on 26 November 2019.

 

NMG further informs that the cancellation of the agenda to be proposed to the Extraordinary General Meeting of Shareholders No. 2/2019 and other above matters will not affect NMG and its operation in any way. With respect to the repayment of short-term loans from financial institutions, or the expansion of NMG’s core business, or working capital and financial liquidity as appeared in the objectives of capital increase and the use of excess fund from capital increase pursuant to the capital increase report of Nation Multimedia Group Public Co., Ltd. dated 4 October 2019, NMG still insists on following the original path, but may adjust the timeframe of operation. In this regard, NMG’s performance, cash flow, business operation plan, investment plan, and other necessary conduct are to be taken into consideration as the Board of Directors deems appropriate by taking into account mainly benefits to NMG and shareholders.

In addition, with respect to the seeking of other source of funds for the activities mentioned above, although NMG is unable to offer shares to the existing shareholders based on shareholding ratio (Rights Offering), NMG may consider finding new sources of investment fund, such as offering capital increased ordinary shares to the existing shareholders (Right Offering) as previously planned, or offering shares on a private placement basis, loan from financial institutions, issuance of debenture and issuance of bill of exchange. By whatever means, NMG shall consider based on the utmost benefits of the company and shareholders.