Page 456 - CRC_One Report 2021_EN

Business Overview and Performance Corporate Governance Financial Statements Enclosure

Central Retail Corporation Public Company Limited and its Subsidiaries
Notes to the financial statements
For the year ended 31 December 2021

24 Share capital

Par value 2021 2020
per share Number Amount Number Amount
(in Baht) (million shares / million Baht)
Authorised shares
At 1 January
- ordinary shares 1 6,320 6,320 6,320 6,320
At 31 December
- ordinary shares 1 6,320 6,320 6,320 6,320

Issued and paid-up shares
At 1 January
- ordinary shares 1 6,031 6,031 4,700 4,700
Increase of new shares 1 - - 1,331 1,331
At 31 December
- ordinary shares 1 6,031 6,031 6,031 6,031

The holders of ordinary shares are entitled to receive dividends as declared from time to time, and are
entitled to one vote per share at meetings of the Company.

Initial public offering
The Company offered 1,691 million ordinary shares which consist of (1) 1,331 newly issued ordinary
shares (2) 360 existing ordinary shares offered by Hawthorn Resources Limited. The new shares were
placed at a price of Baht 42 per share (par value of Baht 1 plus a premium of Baht 41) for which the
Company received Baht 22,986 million and received ordinary shares of Robinson Public Company
Limited (ROBINS) by offering share swap amounting to Baht 32,916 million, totaling Baht 55,902
million before deduction of expenses from the placement. The shares of the Company began trading on
the Stock Exchange of Thailand (“SET”) on 20 February 2020.

Expenses directly attributable to the IPO of Baht 781 million were deducted from the IPO’s share premium,
which was received from shares offering to investors, resulted in net share premium of Baht 53,790 million.

Tender Offer - Robinson Public Company Limited
At the Board of Director’s meeting of the Company held on 25 July 2019, pursuant to the business
restructuring of the subsidiaries and affiliates, the directors approved to make a tender offer to purchase
all shares in Robinson Public Company Limited (“ROBINS”) held by other shareholders and proposed to
purchase at Baht 66.50 per share by issue new ordinary shares of the Company as consideration for the
Conditional Exchange Offer, the newly issued ordinary share price at Baht 42 per share.

Tender offer period started from 27 December 2019 to 3 February 2020. After the completion of tender
offer, the Company, the Tender Offer of ROBINS accepted the shares offered for sale in 494,976,571
shares. As a result, the Company has increasing in investments in subsidiaries and equity in amounting
to Baht 32,916 million, the direct shareholding in ROBINS increased from 27.75% to 72.31%, resulting
to total shareholding included direct and indirect shareholding in ROBINS increased from 53.82% to
98.39% of the total issued and paid up shares of the Company.

The carrying amount of ROBINS’s net assets in the Group’s financial statements on the date of the
acquisition was Baht 19,173 million. The Group recognised a decrease in non-controlling interests of
Baht 11,036 million and a decrease in other equity of Baht 21,880 million.

Share premium
Section 51 of the Public Companies Act B.E. 2535 requires companies to set aside share subscription
monies received in excess of the par value of the shares issued to a reserve account (“share premium”).
Share premium is not available for dividend distribution.
456 Annual Report 2021 (Form 56-1 One-Report)
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