Company Background
CK Power Public Company Limited (the “Company” or “CKP”) was founded by CH.
Karnchang Public Company Limited Group (“CH. Karnchang Group”), registered its
incorporation on June 8, 2011, with its registered capital of Baht 1,000,000,
and with the objective to become the center of CH. Karnchang Group’s focus on
investment in the business of production and distribution of electricity
generated from various types of energy sources. The Company registered its
conversion into a public company on February 6, 2013, and its ordinary shares
were listed as listed securities, and started trading on the Stock Exchange of
Thailand (“Stock Exchange”) on July 18, 2013, with its registered capital of
Baht 5,500 Million, fully paid-up. On April 10, 2015, the Company registered
its capital increase to Baht 9,240 Million. At present, the Company’s
registered and paid-up capital amounts to Baht 7,964 Million.
The Company currently invests in companies operating the business of
production and distribution of electricity in three types of power projects,
i.e., hydroelectric power project, cogeneration power project, and solar power
project, divided into investment in a total of six subsidiaries and associated
companies, as follows:
Investment in power projects of three subsidiaries, comprising:
-
Nam Ngum 2 Power Company Limited (“NN2”), as the Company’s core company,
whose shares are held by the Company representing 46 percent, via SouthEast
Asia Energy Limited;
-
Bangpa-in Cogeneration Limited (“BIC”), whose shares are held by the Company
representing 65 percent;
-
Bangkhenchai Company Limited (“BKC”), whose shares are held by the Company
representing 100 percent.
Investment in power projects of three associated companies,
comprising:
-
Xayaburi Power Company Limited (“XPCL”), whose shares are held by the
Company representing 37.5 percent
-
Chiangrai Solar Company Limited (“CRS”), whose shares are held by the
Company representing 30 percent;
-
Nakhon Ratchasima Solar Company Limited (“NRS”), whose shares are held by
the Company representing 30 percent.
The majority of power projects invested by the Company already commenced commercial operations. The project under construction is a solar farm project of BKC for production and distribution of electricity to the private-sector operator, which commenced construction in the third quarter of 2018, with plans to commence commercial distribution of electricity within 2019.
Significant Changes and Development
-
2011
-
On June 8, 2011, the Company was registered for its incorporation with
the registered capital of Baht 1,000,000, with the objective to become
the center of CH. Karnchang Group’s focus on investment in the business
of production and distribution of electricity generated from various
types of energy sources.
-
2012
-
On May 10, 2012, the Company acquired additional 110,112,500 ordinary
shares in SEAN from Bangkok Expressway Public Company Limited (BECL)1,
representing 16.7 percent of its registered capital, and as a result,
the Company held a total of 361,168,999 shares in SEAN, representing
54.7 percent of its registered and fully paid-up capital.
-
On June 26, 2012, the Company acquired ordinary shares in two companies
operating in the business of solar power production and distribution
from CK, as follows:
1) 2,342,498 shares in BKC, representing 100 percent of its registered
and fully paid-up capital.
2) 664,500 shares in NRS, representing 30 percent of its registered
capital, 85.06 percent of which was paid-up.
-
On August 31, 2012, the Company acquired additional 8,809,000 shares in
SEAN from TEAM Consulting Engineering and Management Co., Ltd.,
representing 1.3 percent of its registered capital, thereby resulting in
the Company’s shareholding in SEAN totaling 369,977,999 shares, or 56
percent of its registered and fully paid-up capital.
-
On December 26, 2012, the Company acquired from CK ordinary shares in
two solar power production and distribution companies and a cogeneration
power project, as follows:
1) 875,250 shares in CRS, representing 30 percent of its registered
capital, 95 percent of which was paid-up.
2) 63,019,999 shares in BIC, representing 46 percent of its registered
and fully paid-up capital
-
2013
-
On January 2, 2013, the Company acquired additional 26,029,999 shares in
BIC, representing 19 percent of its registered capital, from Bangpa-in
Land Development Co., Ltd., and as a result, the Company held a total of
89,049,998 shares in BIC, or 65 percent of BIC’s registered and fully
paid-up capital
-
On January 11, 2013, the Company decreased its registered capital from
Baht 9,200 Million to Baht 3,066.7 Million, divided into 306.7 million
ordinary shares at the par value of Baht 10 each. The capital decrease
was made to return the decreased capital to the shareholders in
proportion to their shareholding percentage. Subsequently, in February
2013, the Company increased its registered capital to be Baht 4,600
Million for sale to the existing shareholders inproportion to their
shareholding percentage, and reduce the par value per share from Baht 10
each to Baht 5 each. Concurrently, the Company also increased its
registered capital from Baht 4,600 Million to Baht 5,500 Million by
issuance of new 180 million ordinary shares at the par value of Baht 5
each for public offering.
-
On February 6, 2013, the Company registered its conversion into a public
company and change of its name to CK Power Public Company Limited.
-
On July 18, 2013, the Company started trading its ordinary shares on the
Stock Exchange of Thailand.
-
2014
-
On April 22, 2014, the 2014 Annual Ordinary General Meeting of
Shareholders resolved to grant approval for the Company to transfer the
share premium in the amount of Baht 170 Million to offset the Company’s
deficit in the Company’s separate financial statements.
-
On October 28, 2014, the Company’s Extraordinary General Meeting of
Shareholders No. 1/2014 resolved to grant approval for BIC to execute a
connected transaction for engagement of CK, the Company’s major
shareholder, as EPC Contractor for construction of the Cogeneration
Power Project 2 (“BIC2”), with a total value not exceeding Baht 4,310
Million. BIC2 was scheduled to start the construction on January 1,
2015, for a period of 29 months and commence its commercial operation in
the middle of 2017.
-
2015
-
On April 24, 2015, the Company made the dividend payment from the
operating results for 2014 at the rate of Baht 0.1 per share in the
total amount of Baht 110 Million, representing the first dividend
payment of the Company.
-
On May 29, 2015, The Company decreased the par value per share from
Baht 5 to Baht 1 and increased the Company’s registered capital by Baht
3,740 Million, the total registered capital then amounted to Baht 9,240
Million, divided into:
-
1,870 million of newly issued ordinary shares for offering for sale
to the existing shareholders in proportion to their shareholding
percentage (Rights Offering) with the resulting registered and
paid-up capital amounted to Baht 7,370 Million.
-
1,870 million of ordinary shares to accommodate the exercise of the
right to convert the warrants to purchase the Company’s newly issued
ordinary shares (CKP-W1) in the amount of 1,870 million units.
-
On June 04, 2015, 1,870 million newly issued ordinary shares started
trading on the Stock Exchange.
-
On June 09, 2015,
-
1,870 million units of CKP-W1 started trading on the Stock Exchange.
As at June 28, 2019, shareholders converted CKP-W1 to ordinary share in amount of 594 million shares.
-
The Company acquired 805,830,000 shares in XPCL from CK representing
30 percent of its registered capital, in the total amount of
approximately Baht 4,344 Million.
-
2016
-
On April 19, 2016, the Company’s 2016 Annual Ordinary General Meeting of
Shareholders resolved to grant approval as follows:
-
Approval was granted for the Company to issue and offer for sale the
debentures in the total amount not exceeding Baht 10,000 Million or
equivalent in other currency.
-
Approval was granted for NN2 to execute a connected transaction for
engagement of CH. Karnchang (Lao) Co., Ltd. (“CHK”) for the upgrade
of voltage and the construction of the 230/500 kV Nabong Substation,
in the total amount of Baht 799.85 Million and USD 39.11 Million
(exclusive of value added tax), in order to accommodate the power
transmission from various projects having the power purchase
agreements with the Electricity Generating Authority of Thailand
(“EGAT”). The construction was scheduled to be completed by May
2018.
-
On May 16, 2016, the Company made the dividend payment from the
operating results for 2015 at the rate of Baht 0.02 per share, in the
total amount of Baht 164.4 Million.
-
On June 17, 2016, the Company issued and offered for sale the debentures
No. 1/2016 to institutional investors and/or high net worth investors,
in the total amount of Baht 4,000 Million, with a maturity of three
years, at the interest rate of 4 percent per annum. The debentures was
name-registered, unsecured, unsubordinated debentures, with
debentureholder representative and the issuer’s right to early
redemption.
-
On September 14, 2016, NN2 entered into the long-term loan agreement
with the lending financial institutions for refinancing of existing
long-term loans and additional financing for the upgrade of the Nabong
Substation. This achievement resulted in a decrease of NN2’s financial
costs and enhanced NN2’s liquidity.
-
2017
-
On May 18, 2017, the Company made the dividend payment from the
operating results for 2016 at the rate of Baht 0.06 per share, in the
total amount of Baht 442.2 Million.
-
On June 29, 2017, the Bangpa-in Cogeneration Project 2 (BIC2) commenced
its commercial operation. BIC2 has an installed capacity of 120 MW. It
has the Power Purchase Agreement with EGAT in the amount of 90 MW for a
period of 25 years from the Commercial Operation Date and distributes
the remaining electricity to industrial operators in the Bangpa-in
Industrial Estate.
-
On July 25, 2016, the Extraordinary General Meeting of Shareholders of
NN2 No.1/2017 resolved to grant approval for NN2 to issue and offer for
sale the debentures for debt repayment to financial institutions in the
amount and the outstanding value of the debentures not exceeding the
existing long-term loan obligations of NN2 owed to the financial
institutions, in Baht currency and/or equivalent in foreign currency,
whereby the debentures can be issued and offered for sale in one or
several series, on a single or several occasions
-
In July, 2017, BIC called for the payment of the remaining ordinary
share capital increase for investment in BIC2 and as a result, BIC’s
current registered capital was fully paid-up at Baht 2,705 Million.
-
On October 05, 2017, NN2 issued and offered for sale the debentures No.
1/2017 to institutional investors and high net worth investors, in the
amount of Baht 6,000 Million, divided into the debentures with a
maturity of three years, at the interest rate of 2.59 percent per annum,
in the amount of Baht 1,000 Million; the debentures with a maturity of
seven years, at the interest rate of 3.48 percent per annum, in the
amount of Baht 1,400 Million; and the debentures with a maturity of ten
years, at the interest rate of 3.69 percent per annum, in the amount of
Baht 3,600 Million. The debentures was name-registered, unsecured,
unsubordinated debentures, with debentureholder representative. In this
regard, NN2 received a corporate rating of “A/Stable”, and received an
issue rating at “A-/Stable” from TRIS Rating Co., Ltd. (”TRIS Rating”).
Significant Developments in 2018
-
On April 10, 2018,
the 2018 Annual Ordinary General Meeting of Shareholders of the Company
resolved to approve the acquisition of shares in XPCL representing 7.5
percent of XPCL’s registered capital in the total amount of approximately
Baht 2,065.0 Million from BEM, as well as approving the share payment in
proportion to its shareholding percentage in XPCL until completion of the
construction of the Xayaburi Project, in the amount of approximately Baht
399.2 Million.
On May 8, 2018,
the Company made the dividend payment from the operating results for 2017
at the rate of Baht 0.0225 per share in the total amount not exceeding
Baht 165.8 Million, representing 57.9 percent of the net profit under the
separate financial statements.
On June 18, 2018,
sale unsecured, unsubordinated debentures No.1/2018, without
debentureholder representative, and with the issuer’s right to early
redemption, in the amount of Baht 6,500 Million, divided into the
debentures with a maturity of three years, at the fixed interest rate of
2.56 percent per annum, in the amount of Baht 4,000 Million; and the
debenture with a maturity of ten years, at the fixed interest rate of 4.06
percent per annum, in the amount of Baht 2,500 Million. The Company
received a corporate rating of “A/Stable”, and received an issue rating of
“A-/Stable” from TRIS Rating. The Company utilized the proceeds from the
issuance and offering for sale of such debentures to repay the debentures
No. 1/2016 issued and offered for sale in 2016 in the amount of Baht 4,000
Million and to pay for the shares in XPCL additionally acquired by the
Company from BEM representing 7.5 percent in the amount of Baht 2,065
Million. The remainder of the proceeds was to be used for capital increase
in XPCL which would gradually call for the payment until completion of the
construction of the project.
On October 19, 2018,
score in the corporate governance survey of listed companies for 2018 by
the Thai Institute of Directors Association.
-
On March 30, 2018,
NN2 issued and offered for sale the name-registered, unsecured,
unsubordinated, amortizing debentures No. 1/2018 with a debentureholder
representative, and the issuer’s right to early redemption, in the amount
of Baht 3,000 Million, with a maturity of 12 years, at the interest rate
of 3.98 percent per annum. NN2 received a corporate rating of “A/Stable”,
and an issue rating of “A-/Stable” from TRIS Rating. NN2 utilized the
proceeds from the issuance and offering for sale of such debentures to
repay the USD loans to minimize the finance cost.
In August 2018,
NN2 completed the Nabong Substation upgrade to accommodate transmission of
electricity from various projects having the power purchase agreements
with the Electricity Generating Authority of Thailand.
-
On December 31, 2018,
the construction progress of the Xayaburi Project was approximately 97
percent. It was expected to commence commercial operation in late 2019.
-
On May 28, 2018,
the board of directors’ meeting of BKC resolved to approve the investment
in six solar rooftop and solar farm projects for production and
distribution of electricity to the privatesector operators, with the total
installed capacity of 6.7 MW. The construction commenced from the third
quarter of 2018 and was expected to commence the production and commercial
distribution of electricity in 2019.