The Board of Directors of Origin Property Public Company Limited (ORI), on 8 July 2021, has resolved to approve the plan on the issuance on offering of newly-issued ordinary shares of Britania Company Limited (BRI) in the initial public offering (IPO) and the listing of BRI on the Stock Exchange of Thailand (SET) in a spin-off plan.
Under the Spin-off Plan, it is expected that the number of the shares to be offered in the IPO, and to other types of investors, including the offering of warrant, for which shares have been allocated to support the exercise of rights pursuant thereto, to directors, executives, and/or employees of BRI and/or BRI’s subsidiaries, (the ESOP Warrant)shall not exceed 30.00 per cent of the total paid up capital of BRI after the IPO and the exercise of rights under the ESOP Warrant. In this regard, BRI envisages that it will proceed to submit an application to offer the newly-issued ordinary shares in the IPO to the SEC Office within the third quarter of 2021.
Britania Company Limited is a developer of horizontal residential property, which includes but is not limited to detached houses, semi-detached houses, townhomes, townhouses, and other similar properties.
As at 8 July 2021, BRI has a registered capital and paid-up capital of THB 300,000,000, divided into 30,000,000 ordinary shares, with par value of THB 10.0 per share. The registered capital, the number of ordinary shares, and the par value may be subject to change. The Company’s shareholding in BRI, as at 8 July 2021, is equivalent to 99.99 per cent.
ORI expected that the spinoff will provide alternatives to the shareholders and investors, whereby the shareholders and investors could selectively invest in the company and/or BRI depending on their investment preferences.
Moreover, the shareholders of ORI will gain indirect benefit from the value of shares of BRI reflecting the actual value and added value of the horizontal residential property development business, which may increase in accordance with the market price.
In the meantime, the Business structure of ORI will be clearly separated. As a result, the management, development, and additional investment in the future of the horizontal residential property development business will be clearer and more flexible.
The capital increase of BRI and the fact that BRI will be able to independently raise fund in the IPO and may be able to raise fund through other financial instruments via the capital market or other channels, will result in the betterment of the overall financial positions of the company’s group, in order to accommodate the additional business expansion.
In addition, the share price of the company could better reflect the actual value of the investment in BRI, as there will be a market price reference for BRI’s shares.