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 its investment under the Investment Promotion Act by the Office of the Board of Investment.

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

     On 30 July 2020, the Company received a letter of Conditional Voluntary Tender Offer from Ms. Parleerat Panboonhom (the Tender Offeror), who has not yet been the Company’s shareholder at that time, that she intended to purchase the newly issued & paid-up ordinary shares from the Company’s shareholders under the condition that the offeror will cancel such tender offer if less than 55.18% of all newly issued & paid-up ordinary shares of the Company were offered to sell after ending the tender offer period. The tender offer price was set at 181 Baht per ordinary share and the tender offeror does not intend to delist the securities from the Stock Exchange of Thailand.

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

     1) Acquisition of 2,598,750 shares of Winchai Company Limited, or 26.25% of the total shares, at a total price of 660 million baht from Ms. Parleerat Panboonhom or the juristic person, of which Khun Palirat was the sole owner and is a director and major shareholder of the Company. The said transaction is considered to be a related parties transaction as per the specifications of related parties transactions.

     2) Approved the reduction of registered capital by writing off unissued ordinary shares of 13,050,000 baht, thereby reducing the original registered capital from 73,050,000 baht to a registered capital of 60,000,000 baht, writing off 1,305,000 unissued registered ordinary shares at a par value of 10 baht per share.

     3) Approved the change of the Company’s par value from the original value of 10.00 baht per share to 0.5 baht per share.

     4) Approved the increase of the Company’s registered capital in the amount of 10,000,000 baht, thereby increasing the original registered capital of 60,000,000 baht to a registered capital of 70,000,000 baht by issuing 20,000,000 new ordinary shares at a par value of 0.50 baht per share.

     5) Approved the allocation of the Company’s newly-issued ordinary shares to the existing shareholders in the proportion of not more than 20,000,000 shares at a par value of 0.50 baht per share in a Rights Offering (RO) at the offering price of 9.10 baht per share (or equivalent to the share price before the change in the par value of the Company’s shares at 182 baht per share), offered at a ratio of 6 existing shares to 1 new share, with fractional shares to be disregarded.

     6) Approved the change of the Company’s name, securities abbreviation, Company seal, head office location, and additionally Company objectives related to the energy business with the new name of “Nova Empire Public Company Limited.”

     7) Considered and approved the amendment of the Company’s Articles of Association in compliance with electronic conferencing laws.

 

     On April 30, 2021, the 2021 Annual General Meeting of Shareholders resolved to approve the disposal of all investments in TIW Industries Company Limited to a related party, namely Dr. Prasit Kanchanasakdichai, at a price equal to 20,000,000 baht, which is a price not lower than the book value. The compensation for this disposition is based on a mutual agreement between the parties based on financial status, performance, and key financial figures. The divestment of this investment is part of the Company’s goals and strategy for dealing with the impact of the continued loss-making performance of the galvanized steel sheet and galvanized color-coated steel sheet, both in sheet and coil form, manufacturing and distribution business. In addition, debt and interest expenses can be reduced from the line of credit of TIW Industries Company Limited and opportunities to invest using the received capital in business expansion can be increased. Also, the value the Company receives from entering into this related party transaction remains appropriate, as the price is higher than the fair value.

 

     On December 17, 2021, the Extraordinary General Meeting of Shareholders No. 2/2021 resolved to approve the investment in the ordinary shares of Winchai Company Limited via an entire business transfer from The Planet X Holding Company Limited of 2,413,125 shares at a par value of 100 baht per share, or equivalent to 24.375% of the total shares of Winchai Company Limited, with a cash payment of 700,000,000 baht (seven hundred million baht only). As of the completion of the entire business transfer transaction, the Company holds 5,011,875 shares in Winchai Company Limited, or 50.625% of the total shares. This transaction has resulted in a steady source of income and greater operating performance stability, as well as the control of Winchai Company Limited due to the latter’s status as a subsidiary. This is in line with the Company’s strategy of focusing on energy investments and reducing the risk of unsuccessful project development in case of choosing to invest in other projects that are not yet commercially operational. The mentioned transaction had been completed in January 2022.