STP&I Public Company Limited (SET: STPI) announced through the Stock Exchange of Thailand (SET) on 24 July 2026 that its Board of Directors, at the meeting held on 23 July 2026, resolved to propose a capital reduction followed by a capital increase to the Extraordinary General Meeting of Shareholders (EGM). The proceeds are earmarked to finance the company’s data center project and renewable energy expansion.
The Board will propose that shareholders approve a reduction of registered capital by THB 21,061,361.50, from THB 474,129,458.25 to THB 453,068,096.75, by cancelling 84,245,446 authorized but unissued ordinary shares left over from the company’s 2024 capital increase. This step aligns the registered capital with the company’s actual paid-up capital.
Following the reduction, the Board will propose a capital increase of THB 56,474,280.00, bringing registered capital to THB 509,542,376.75, through the issuance of up to 225,897,120 new ordinary shares at a par value of THB 0.25 each. These shares will be allocated as follows:
1) Rights Offering (RO) to Existing Shareholders
- Up to 164,752,035 shares
- Ratio of 11 existing shares to 1 new share
- Offering price of THB 5.55 per share
- Total value not exceeding THB 914.37 million
- Record Date to determine entitled shareholders: 21 August 2026
- Subscription period: 9–16 October 2026
2) Private Placement (PP) to Managing Director Masthawin Charnvirakul
- Up to 61,145,085 shares
- Offering price of THB 5.55 per share, matching the RO price
- Total value not exceeding THB 339.36 million
- The allottee is Mr. Masthawin Charnvirakul, a Director and the Managing Director of the company, who will hold approximately 3% of the company’s paid-up capital after the transaction
Because the allottee is a company director, this transaction qualifies as a connected transaction under Section 89/12 of the Securities and Exchange Act B.E. 2535. The transaction size, measured against the company’s net assets (NA), is equivalent to 3.84%, exceeding the THB 20 million threshold that requires shareholder approval. The company has therefore appointed Beyond Securities Public Company Limited as an independent financial advisor (IFA) to provide an opinion to independent directors and shareholders ahead of the vote.
The THB 5.55 offering price compares to the 15-business-day volume-weighted average market price (2–22 July 2026) of THB 6.12 per share, representing no less than 90% of market price — in line with the Capital Market Supervisory Board’s rules governing private placements.
Use of Proceeds
Combined proceeds from the RO (approximately THB 914 million) and the PP (approximately THB 339 million) — totaling roughly THB 1.25 billion — are expected to be deployed between 2026 and 2028 to:
- Develop the company’s data center project
- Develop renewable energy projects
- Support the expansion of the company’s existing energy business investments
The Board views the fundraising as a way to strengthen the company’s financial position and provide greater flexibility to participate in bidding processes and investments in line with its business plan.
Dilution Table
| Item | Dilution |
|---|---|
| Control Dilution (RO + PP combined) | 11.08% |
| Price Dilution | 1.00% (market price from THB 6.12 to THB 6.06) |
| EPS Dilution | 9.52% (EPS from THB 0.052 to THB 0.047) |
Key Timeline
| Date | Event |
|---|---|
| 23 Jul 2026 | Board of Directors Meeting No. 5/2026 |
| 21 Aug 2026 | Record Date for EGM attendance rights |
| 15 Sep 2026 | Extraordinary General Meeting of Shareholders No. 1/2026 |
| 22 Sep 2026 | Record Date for RO subscription rights |
| 9–16 Oct 2026 | RO subscription period |
The entire capital reduction, capital increase, and share allocation plan remains subject to shareholder approval at the EGM on 15 September 2026 before it can take effect.
