Siam Cement Pcl. (SET: SCC) on Thursday announced that its subsidiary, SCG Decor Public Company Limited (SCGD), had filed an application with the Office of the Securities and Exchange Commission (SEC) for approval to offer its newly issued shares, along with a registration statement and draft prospectus for IPO.
Under this IPO Plan, SCGD expects to offer no more than 444,100,000 of its newly issued ordinary shares at the par value of THB 10 per share. The portion of the newly issued ordinary shares to be offered in the IPO will not exceed 26.83% of the paid-up capital of SCGD after the capital increase and the issuance and offering its IPO shares to (1) the public, including but not limited to the Company’s eligible shareholders with pre-emptive rights, cornerstone investors, directors, executives, and/or employees, related persons of SCGD and/or its subsidiaries, patrons of SCGD and/or its subsidiaries, including the allocation of the newly issued ordinary shares to an over-allotment agent (if any) and (2) the shareholders of SCG Ceramics Public Company Limited (SET: COTTO) as the consideration for the tender offer of all securities of COTTO.
COTTO’s shareholders who accept the tender offer will receive the consideration in the form of newly issued ordinary shares of SCGD (Share Swap) according to the business restructuring plan of SCGD approved by the Board of Directors on 29 March 2023, including the allotment of newly issued ordinary shares to COTTO’s shareholders who wish to subscribe for the additional newly issued ordinary shares as permitted under applicable law and as the Board of Directors of SCGD deems appropriate.
After the offering of IPO Shares, SCC will remain a major shareholder and the controlling entity of SCGD, and SCGD will retain its status as a subsidiary of the company.
SCGD initially intends to use proceeds raised through the IPO for investment in business development and expansions, maintenance of assets and improvement of manufacturing and operation, and preparation for future merger and acquisitions, financial restructuring, working capital, as well as for debts repayment (in case there are remaining proceeds from the IPO), as well as for other purposes.
SCGD operates as holding company where its subsidiaries and associates operate business as manufacturer of floor tiles, wall tiles in Thailand and other countries, i.e., Vietnam, Philippines, and Indonesia, and manufacturer of bathroom products in Thailand. In addition, SCGD sources various products for sale and has retail stores to distribute and sell ceramic tiles, bathroom products, other decor surfaces and other related products, as well as related research and development. SCGD also operates other businesses such as industrial estate.
