Company Infomation

 

Company Background

         Thailand Iron Works Co., Ltd. was registered for its establishment on 10 April 1958 by starting its business in manufacturing galvanized steel sheets in the country to replace the import of such products from abroad. Additionally, since at that time, the Company was the first manufacturer of galvanized steel sheets in Thailand, so we were promoted of its investment under the Investment Promotion Act by the Office of the Board of Investment.

         In 1992, the Company has registered and maintained its status as a listed company in the Stock Exchange of Thailand (SET) and relocated its establishment from Bangkok to Samut Prakan Province due to the expansion of urban areas and living zones in Bangkok Metropolis. At that time, the Company constructed a new factory. It transformed its original production process to be a continuous production process, enabling the Company to manufacture a wide range of multi-featured galvanized steel sheet products to completely respond to consumers’ needs.

         In 1994, the Company transformed from a limited company to be a public company and changed its name to “Thailand Iron Works Public Company Limited” and increased its registered capital to 100 Million Baht.

         Later, in 1995, the Company’s increased registered capital of 1 Million shares offered to existing shareholders made the Company’s paid-up capital increased to be 60 Million Baht in total, to be registered with the Ministry of Commerce (MOC). Additionally, the Company has continuously produced and launched new products to the market. It has gained its reputation as a manufacturer of high-quality galvanized steel sheet and color-coated galvanized steel sheet under the trademarks namely, “Three Stars”, “One Star”, “DDD” and “TIW” to respond to the needs of domestic consumers and to export to consumers in neighboring countries.

         In 2012, the Company changed its major shareholding structure whereby Dr. Prasit Kanchanasakdichai acquired the Company’s shares from the former shareholder group through tender offer under rules and regulations of the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand. After the tender offer as of 3 August 2015, Dr. Prasit Kanchanasakdichai holds 4,610,168 shares of the Company or equivalent to 76.84% of the total shareholding.

         On 24 April 2020, the Board of Directors’ Meeting No.3/2020 resolved to approve the restructuring under the existing business plan approved by the 2018 Annual General Meeting of Shareholders, whereby the Board approved the transfer of existing businesses such as the manufacturing business of galvanized steel sheet and color-coated galvanized steel sheet, both sheets, and coils, as well as rights, liabilities, debtors, creditors and any liability, including employees related to existing businesses, to TIW Industry Company Limited, a subsidiary of the Company in which the Company holds 99.99% of its shares.

         On 9 June 2020, the Extraordinary General Meeting of Shareholders No. 1/2020 resolved to approve the transactions of selling and leasing assets back to increase the financial liquidity and cash flow of the Company as follows:

         1)          To approve TIW Industry Company Limited to sell assets used in business operations, such as land, buildings and structures, machinery and equipment used in the manufacturing business as well as related licenses, to Thai Const & Building Manufacturing Public Company Limited, with a value of 250 Million Baht.

         2)          To approve TIW Industry Company Limited to enter into a property lease agreement under: 1) from Thai Const & Building Manufacturing Public Company Limited for using in the manufacturing business of galvanized steel sheet and color-coated galvanized steel sheet, both in sheets and in coils, with the rental rate throughout the contract term at 80 Million Baht under a lease term of 10 years, the contract can be renewed 2 times for 10 years each with an annual rental fee of 8 Million Baht.

         Both transactions as mentioned above are regarded as a related-party transaction of a listed company as required in the related-party transaction with a related person with the Company, who is Dr. Prasit Kanchanasakdichai, Directors and major shareholder of the Company, Director and controlling person of Thai Const & Building Manufacturing Public Company Limited.

         3)          To approve the Company to invest in the energy business by allowing a subsidiary (The Solar Arcade Company Limited established on 18 June, 2020) with 99.99% of shares held by the Company to invest in all ordinary shares of 8 companies in the solar power plant business group, including (1) Sky Solar Roof Company Limited; (2) Sky Solar Power Company Limited; (3) NW Green Power Company Limited; (4) NW Energy Company Limited; (5) NW Solar Company Limited; (6) Sunny Solar Company Limited; (7) Sun Link Power Company Limited; and (8) Solar Town Company Limited from Living Energy Company Limited, a subsidiary of Sea Oil Public Company Limited, by means of Entire Business Transfer, with a total purchase value of 215 Million Baht, which is regarded as an asset acquisition transaction in accordance with the relevant notifications of the Capital Market Supervisory Board, and the Stock Exchange of Thailand’s Board of Governors.

         All matters related to three issues mentioned above were completed in July 2020.

         On 30 July 2020, the Company received a letter of Conditional Voluntary Tender Offer from Ms. Parleerat Panboonhom (the Tender Offeror)

         On 14 August 2020, as a result of the share trading between the offeror and Dr. Prasit Kanjanasakchai, the Company’s shareholder structure has been changed and Ms. Parleerat Panboonhom becomes a major shareholder and controlling person of the Company by holding 3,311,368 shares or 55.18% of the Company’s total issued and sold ordinary shares, and Dr. Prasit Kanchansakchai is still holding 654,000 shares or 10.90% of the Company’s total issued and sold ordinary shares.

         On 27 January 2021, the Extraordinary General Meeting of Shareholders No. 1/2021 resolved to approve the investment in the energy business as part of the Company’s business plan as follows:

         1)          To acquire 2,598,750 shares of Winchai Company Limited or representing 26.25% of the total shares at a total price of 660 Million Baht, from Ms. Parleerat Panboonhom or a legal entity solely owned by her, as a director and a major shareholder of the company. The said transaction is considered a related-party transaction of a listed company specified in the related-party transaction.

         2)          To approve the reduction of the Company’s registered capital by eliminating unissued ordinary shares amounting 13,050,000 Baht from the existing registered capital of 73,050,000 Baht to be 60,000,000 Baht. These 1,305,000 unissued registered shares which were eliminated, have a par value of 10 Baht per share.

         3)          To approve the reduction of the Company’s registered capital by reducing the par value from 10.00 Baht per share to be 0.5 Baht per share.

         4)          To approve the increase of the Company’s registered capital of 10,000,000 Baht from previously 60,000,000 Baht to be 70,000,000 Baht by issuing 20,000,000 ordinary shares for the capital increase at a par value of 0.50 Baht per share.

         5)          To approve the allocation of ordinary shares for the Company’s capital Increase to existing shareholders in a proportion of not more than 20,000,000 shares at par value of 0.50 Baht per share to existing shareholders of the Company according to a proportion to their existing shareholding (Rights Offering) at the offer price per share of 9.10 Baht (or equivalent to the share price before the change in the par value of the Company’s shares at 182 Baht per share). A proportion of 6 existing shares per 1 newly issued share will be applied to the said offer and a fraction of shares will be discarded.

         6)          To approve the change of the Company’s name, securities symbol, Company’s seal, head office location and additional objectives of the Company related to the energy business.

         7)          To consider and approve the amendments to the Company’s Articles of Association to be in line with electronic conferencing laws.