Summary · why it matters
The board of directors of Comseven Public Company Limited, or COM7, has approved the establishment of a new subsidiary named UFun Money Company Limited with registered capital of 50 million baht, divided into 500,000 ordinary shares at a par value of 100 baht each, held through UFun Capital Company Limited at a ratio of 99.9996%. The business will engage in leasing, hire-purchase, and instalment sales of mobile phones, smartphones, tablets, computers, and all types of technology equipment. The company is expected to complete its registration within the first quarter of 2570. In addition, the meeting resolved to propose to the extraordinary general meeting of shareholders, 2/2569, the approval for iCare Insurance Public Company Limited, or iCare, in which COM7 currently holds shares through Comseven Holding Company Limited at a ratio of 86.17%, to increase its registered capital by 281.58 million baht through the issuance of 1,126.30 million new ordinary shares at a par value of 0.25 baht each, offered for sale to a limited group of persons, namely Plan B Media Public Company Limited, or PLANB, for a total value of 860 million baht, so that iCare can gain a strategic partner with expertise in out-of-home advertising media to help expand its customer base beyond the group's own channels. After the capital increase, COM7's shareholding in iCare will fall to 46.28%, resulting in iCare ceasing to be a subsidiary of COM7. This transaction qualifies as a connected transaction because PLANB is a major shareholder of COM7 with an 11.01% stake. The company must therefore seek approval from the shareholders' meeting with a vote of not less than three-quarters of the total votes, and has appointed Silverlining Advisory Company Limited as an independent financial advisor. COM7 has scheduled the extraordinary general meeting of shareholders, 2/2569, for 6 November 2569 at 10.00 a.m. via electronic means, and has set a record date of 14 October 2569. The transaction still requires approval from iCare's shareholders and the Office of the Insurance Commission, or OIC. It is expected to be completed within the fourth quarter of 2569.
Com7 PCL
Plan B Media PCL