SET Announcements

Information analysis Subject : Reminding investors to analyze Information Security Symbol - NOBLE DEVELOPMENT PUBLIC COMPANY LIMITED (NOBLE) Description : SET requires NOBLE to clarify the case that the shareholders holding 46.28% of the issued shares proposed to the Annual General Shareholders' Meeting held on April 28, 2014 to add an agenda concerning the capital increase and offering as a private placement by issuing 200,000,000 shares at the par value Baht 3 per share, totaling Baht 600,000,000 which equals to 43.81% of the paid-up capital prior to the capital increase (Baht 1,369,413,525), that affected to the shareholders' benefits. Therefore, SET requires NOBLE to clarify information via SETSMART within May 6, 2014 and encourages the shareholders and investors to study information regarding the Company's clarification before making investing decision. As Noble Development Public Company Limited (NOBLE) disclosed the resolutions of the Annual General Shareholders' Meeting for the year 2014 held on April 28, 2014 stated that in Agenda 8, the shareholders holding in total of 211,256,623 shares, representing 46.28% which is more than one-third of total issued shares, proposed to add an agenda in the Annual General Meeting and requested the meeting to consider the increase of the Company's registered capital from Baht 1,369,413,525 to Baht 1,969,413,525 or from 456,471,175 shares to 656,471,175 shares by issuing 200,000,000 new ordinary shares at the par value Baht 3 per share, totaling Baht 600,000,000 which equals to the capital increase by 43.81% of the paid-up capital prior to a capital increase, and offering as a private placement. The Annual General Shareholders' Meeting approved to authorize the Board of Directors or authorized representatives or any persons to be delegated by the Board of Directors or authorized representatives to have the right to allocate 200,000,000 new ordinary shares to private placement investors pursuant to the Notification of the Capital Market Supervisory Board No. Tor Chor 28/2551 which the private placement investors to be determined shall not be a connected person of the Company and the offering price to be determined shall not be at discount as prescribed under the Notification 28/2551. The Company stated that the objectives of this capital increase are to support business expansion and/or repay debts and/or to be used as a working capital of the Company. Besides, the debt to equity ratio will be decreased. Details as disclosed on SETSMART dated on April 28, 2014. Since the agenda of the capital increase as a private placement is a significant issue which affects to the benefits of shareholders and investors, the listed Companies should inform the shareholders prior to the Annual General Shareholders' Meeting in order to let the shareholders carefully consider and to be aligned with a good corporate governance. Therefore, in order to let the shareholders and general investors have information for investing decision, SET requires NOBLE to clarify the additional information concerning the following issues and disclose via SETSMART within May 6, 2014. 1. Please clarify whether the Company's Board of Directors or the Company's management acknowledge an additional agenda concerning the capital increase offering as a private placement prior to the Annual General Shareholders' Meeting. 2. Details of the shareholders who proposed to add a capital increase agenda and the reason why those shareholders proposed the company to increase a capital as mentioned. 3. The reason why those shareholders proposed the company to increase a capital and offered as a private placement. The support information of those shareholders, including the reason why the company will not offer to the existing shareholders as a right offering 4. The opinion of the Company's Board of Directors and Audit Committee regarding the capital increase as a private placement and the use of proceeds plan. 5. Clarify additional information regarding the allotment of new ordinary shares as a private placement 5.1 Principle and method to select the private investors, including the reason and benefits that the Company will receive from the shares allocation to the specific persons apart from the incremental capital, and authorized persons who will be responsible for a private placement determination 5.2 Whether the new specific investors who receive this private placement allotment will involve in the Company's operating management or become the Company's directors. 5.3 The effect to the existing shareholders from the allotment of new ordinary shares as a private placement, including price and control dilutions. 5.4 The expected period of new ordinary shares allotment and whether the Company will specify the conditions or other agreements with specific investors who obtain the new ordinary shares allotment and how? ______________________________________________________________________