Gulf Development Public Company Limited (SET: GULF) held its Extraordinary General Meeting of Shareholders No. 1/2025 on May 30, 2025, conducted via electronic media. A key resolution passed by the shareholders was the approval for the company to issue and offer debentures.
The approved debenture issuance grants the Company significant flexibility in its future funding activities. The resolution allows for the issuance of debentures of any type and category, which can include, but are not limited to, secured and unsecured debentures, subordinated and unsubordinated debentures, perpetual debentures, and those with or without a fixed redemption date or debenture holders’ representative. The specific characteristics of the debentures issued will depend on market conditions at the time of each offering.
Shareholders approved a substantial aggregate principal amount for the debentures, not exceeding THB 300,000 million. The approval incorporates a revolving principal concept, meaning the principal amount of debentures redeemed or purchased by the company will be counted toward the available principal amount that can be issued and offered.
GULF stated in the announcement that new debentures are issued specifically to refinance existing ones, the principal amount of the existing debentures being repaid will be deemed redeemed and counted as part of the outstanding balance permitted for sale at that time.
The proceeds from the debenture issuances are intended for various corporate purposes. These include funding normal operations, future investment and expansion plans, loan repayment, refinancing existing debentures, and providing working capital for the company or companies within its group. The board of directors also has discretion to use the proceeds for other purposes they deem appropriate.
The debentures can be denominated in Thai Baht or equivalent foreign currencies. The offering methods are flexible, allowing the debentures to be offered wholly or partially in Thailand or any foreign market. Permitted offering methods include public offerings, private placements, and offerings to high-net-worth investors, institutional investors, or any other persons and investors in compliance with relevant laws and regulations.
The company is permitted to offer the debentures in a single transaction, multiple transactions, or under a program with one or several tranches. They may also be issued to substitute then-outstanding debentures based on the company’s funding requirements.
Regarding terms, the tenor for most debentures will not exceed 30 years from the date of issuance. However, perpetual debentures, which are repayable upon winding up, are an exception and have no fixed term. The interest rate for the debentures will be determined based on market conditions at the time each issuance and offering takes place.
The company has the option to register the issued debentures with the Thai Bond Market Association, a foreign bond market association, or any other appropriate secondary markets in accordance with the relevant laws and regulations.
To facilitate the debenture issuance process, the meeting authorized the company’s authorized director(s), the Chief Executive Officer, or any person appointed by the authorized director(s). This authorization allows them to undertake all necessary actions related to the issuance and offering, including setting or amending crucial details such as the type of debentures, tenor, and interest rate. They are also empowered to apply for approvals, submit required documentation to competent agencies, appoint advisors, apply for listing the debentures with bond market associations, and negotiate, execute, and amend related agreements and documents.
The resolution was approved with an overwhelming majority at the EGM. The voting results showed 12,951,812,827 votes in favour, representing 99.5514% of the votes from shareholders attending and having the right to vote. There were 57,206,640 votes against (0.4397%) and 1,152,074 abstentions (0.0088%). The approval met the requirement of not less than three-fourths (3/4) of the total votes of attending shareholders with voting rights.
