BCPG Public Company Limited (SET: BCPG) has informed the Stock Exchange of Thailand (SET) that, as BCPG Hamilton US Acquisition Co. LLC, a subsidiary of the company, has invested in 25 percent of the total shares in Hamilton Holdings II, LLC, which holds 100 percent of the shares in the following projects:
1) The Hamilton Liberty LLC Natural Gas-Fired Power Plant Project with installed capacity of 848 megawatts, located in Asylum, Pennsylvania, United States of America, resulting in the company holding an indirect equity interest of 25 percent, equivalent to an attributable installed capacity of 212 megawatts.
2) The Hamilton Patriot LLC Natural Gas-Fired Power Plant Project with installed capacity of 857 megawatts, located in Clinton, Pennsylvania, United States of America, resulting in the company holding an indirect equity interest of 25 percent, equivalent to an attributable installed capacity of 214 megawatts.
BCPG Hamilton, in its capacity as a shareholder of Hamilton, has entered into a shareholders agreement of Hamilton with the other shareholders of Hamilton, which is governed by the laws of the State of Delaware, the United States of America.
Such shareholders agreement contains Drag-along Rights provision, which stipulates that if any shareholder (Exercising Shareholder) intends to sell its shares to a third party and the details of such sale satisfy the conditions under the shareholders agreement, such Exercising Shareholder shall have the right to require the other shareholders to sell their shares at the same price and terms.
On 15 May 2026, BCPG Hamilton received a written notice from the Exercising Shareholder, collectively holding 75 percent of the shares in Hamilton, stating that such Exercising Shareholder elect to exercise the Drag-along Rights, requiring BCPG Hamilton to enter into a transaction to dispose of all shares held by BCPG Hamilton in Hamilton to a third party purchaser.
The company is currently in the process of reviewing the terms and conditions set out in the aforementioned notice. The company will proceed in accordance with its internal transaction approval procedures, as well as the regulations of the SET and the Securities and Exchange Commission, Thailand, and will further inform the details to the SET.
