Share price for the 40 %: market-based ranges, deck slide 13

User, 20 Oct 2026: add a page about possible share prices, do some calculation on normal market data. - docs/finance/share-price.md (new): market data with sources and dates (Damodaran January 2026 EV/EBITDA, P/E and betas for emerging markets and global; Thailand ERP 6.18 % (July 2026); ThaiBMA 10-year 2.30 % (19 Oct 2026); illiquidity discount 20 to 35 %; venture target returns by stage; SET peers SCGP, TPAC, SITHAI, GRAMMY; Thai Civil and Commercial Code on par value and premiums). - Results, all estimates: A founding round at par, pari passu: 542,500 shares of 100 THB at Plan B's 54.25M equity floor, the 40 % ~21.7M THB; B a premium only for documented pre-round costs (102 to 137 THB); C value per share once running at ~163M THB debt: adverse ~0, central 126 to 1,016 THB, favourable 508 to 2,512 THB; D a financial investor today 18 to 236 THB (central); E calculator cross-check. Recommendation: par for the founding round; pre-emption and information rights for the 40 %. - Deck: new slide 13 "Share price: what the 40 % could cost" in both themes, with notes; the ask slide points to it; 17 slides, both PDFs rebuilt; site slide notes trimmed. - README bullet, layout line and Project Status link; total-investment shareholding paragraph links the page.
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+# Share price for the 40 % on offer: market-based ranges (October 2026)
+
+What a share in the plant company could cost the co-investors who take up
+the 40 % beside the lead investor, and what it could be worth once the
+plant runs, worked from public market data (dated and linked below) and
+the plan's own figures. **This page is not a valuation opinion and not an
+offer price.** Every result is an estimate or an illustration, given as a
+range or as scenarios; the share price itself is for the shareholders'
+agreement (business plan B, section 12.2). Computed 20 October 2026.
+
+Owning documents: [total investment](total-investment.md#two-plans-a-at-180m-thb-and-b-at-215m-thb-october-2026)
+(plans and shareholding), [revenue model](revenue-model.md#operating-pictures-of-plan-a-and-plan-b-october-2026)
+(operating pictures), [BOI](../boi.md) (debt-to-equity and incentives), the
+[plant and business plan calculator](../fleet-calculator.html) (ten-year
+cash view) and the [business plan, Plan B](../business-plan/CNX-Vinyl-Business-Plan-B.pdf)
+(section 12.2, ownership and structure).
+
+## What is decided
+
+- **Shareholding** (user, 20 October 2026): the lead investor holds **at
+  least 60 %** of the company that holds the plant and the BOI promotion,
+  so **at most 40 % is for sale**. Ploy Printing (intended strategic
+  co-investor, in cash, in kind or both), any founders' shares and any
+  further co-investor all come out of that 40 %
+  ([total investment](total-investment.md#two-plans-a-at-180m-thb-and-b-at-215m-thb-october-2026)).
+- **Plan B is the proposal**: ~217M THB at the midpoint (201.6M before
+  the 10M to 20M ramp-up reserve), labelled ~215M; ~156M to 277M from the
+  low to the high end of every block; no contingency (~30M at 15 % is not
+  in the price). Plan A (~182M) is the comparison only.
+- **BOI**: debt-to-equity no higher than 3:1 for the life of the
+  privileges, so equity is at least a quarter of the funding: **~54M THB
+  for Plan B** (217 / 4 = 54.25), and the debt at most ~163M. Vinyl
+  pressing is expected in incentive **Group B: no corporate income tax
+  holiday on the core activity**; upgrade measures (automation, R&D) may
+  add limited exemptions, to be structured by a BOI consultant
+  ([BOI](../boi.md)). This page uses the 20 % Thai corporate tax rate.
+- **Operating picture, Plan B, mature year at 60 % specials**
+  ([revenue model](revenue-model.md#operating-pictures-of-plan-a-and-plan-b-october-2026)):
+  revenue 2.28 / 3.65 / 5.41M USD, EBITDA 0.23 / 1.73 / 3.79M USD,
+  operating profit -0.55 / 1.24 / 3.50M USD (adverse / central /
+  favourable). The central EBITDA margin (~47 %) is far above the 15 to
+  25 % pressing plants earn, so **the adverse column is the honest one**;
+  the central column is used here only with that caveat.
+- **Calculator, preset planB** ([fleet-calculator.html](../fleet-calculator.html),
+  read 20 October 2026): ten-year cumulative cash -6.56M to +12.92M USD,
+  cash payback in year ~4.2, IRR ~22 % (22.2 %), NPV ~4.7M USD (4.68M).
+  Its basis, from the page source: discount rate **10 %** (input
+  `discRate`, marked estimate), **pre-tax and pre-financing**, no terminal
+  value, "Corporate income tax and BOI's CIT exemptions ... are not
+  modelled", ramp 35 / 70 / 90 % in years 1 to 3.
+- **FX**: 33 THB/USD (planning rate, total investment).
+- **No loan terms are on file.** No interest rate, repayment schedule or
+  debt-service figure appears on this page. Where equity value needs net
+  debt, it is shown at the most the 3:1 rule allows (~163M THB, nothing
+  repaid: the conservative case) and at half repaid (~81M, a sensitivity).
+
+## Thai company law basics
+
+From the Civil and Commercial Code (Thai text from the Office of the
+Council of State with English translation on
+[ThaiLawOnline](https://www.thailawonline.com/thai-civil-code/section-1105/),
+cross-checked against the [Siam Legal library](https://library.siam-legal.com/thai-law/civil-and-commercial-code-limited-companies-section-1096-1116/);
+checked 20 October 2026; to be confirmed by Thai counsel in phase 0):
+
+- **Section 1117**: a share may not be less than **5 THB**. The par value
+  is otherwise free; 100 THB a share is a common choice and is used below
+  as the worked example (not decided).
+- **Section 1105**: shares **may not be issued below par**. Issuing above
+  par (a share premium) is permitted **only if the memorandum of
+  association sanctions it**, and the premium is paid with the first
+  payment. The **first payment must be at least 25 %** of par; the rest is
+  called later (sections 1120 and 1121: by the directors, at least 21 days'
+  notice), which fits a round paid in tranches.
+- **Section 1108** (amended by Act No. 23 B.E. 2565, in force 7 February
+  2023): the statutory meeting ratifies the promoters' contracts and
+  expenses, fixes any payment to promoters, and fixes the shares to be
+  allotted as paid up **otherwise than in money**; the service or property
+  given for them must be described expressly to the meeting. **Section
+  1119**: otherwise every share is paid in money. After formation, new
+  shares paid in kind need a special resolution (**section 1221**). This
+  is the route for founders' work, the lead investor's pre-round costs and
+  Ploy Printing's in-kind contribution.
+- **Section 1220**: capital is increased by special resolution;
+  **section 1222**: all new shares must first be offered to existing
+  shareholders in proportion to their holdings (statutory pre-emption).
+- **Section 1194** (amended 2008): a special resolution needs **three
+  quarters of the votes of the shareholders present and entitled to
+  vote**. A 60 % holder alone therefore cannot pass one when the 40 %
+  attends: capital increases, in-kind allotments after formation and
+  changes to the memorandum or articles need part of the 40 %.
+
+## Market data
+
+Checked 20 October 2026. Damodaran files are the January 2026 release
+(dated 5 January 2026) under
+`https://pages.stern.nyu.edu/~adamodar/pc/datasets/`, read with pandas.
+
+| Item | Value | Source | Data date |
+|---|---|---|---|
+| EV/EBITDA, Emerging Markets, firms with positive EBITDA | Packaging & Container **13.3x** (341 firms); Entertainment 14.9x; Machinery 25.0x; Chemical (Specialty) 16.0x; Total Market 12.3x | Damodaran, [vebitdaemerg.xls](https://pages.stern.nyu.edu/~adamodar/pc/datasets/vebitdaemerg.xls) | 5 Jan 2026 |
+| EV/EBITDA, Global (cross-check) | 9.6x; 18.7x; 16.9x; 13.1x; 14.7x (same order) | [vebitdaGlobal.xls](https://pages.stern.nyu.edu/~adamodar/pc/datasets/vebitdaGlobal.xls) | 5 Jan 2026 |
+| P/E, aggregate market cap / net income of money-making firms, EM (cross-check) | 18.9x; 18.8x; 35.7x; 24.8x; 16.6x | [peemerg.xls](https://pages.stern.nyu.edu/~adamodar/pc/datasets/peemerg.xls) | 5 Jan 2026 |
+| P/E, same basis, Global | 16.2x; 27.8x; 27.9x; 21.9x; 20.3x | [peGlobal.xls](https://pages.stern.nyu.edu/~adamodar/pc/datasets/peGlobal.xls) | 5 Jan 2026 |
+| Unlevered beta corrected for cash, EM | **0.61**; 1.22; 1.50; 1.11; **0.85** | [betaemerg.xls](https://pages.stern.nyu.edu/~adamodar/pc/datasets/betaemerg.xls) | 5 Jan 2026 |
+| Unlevered beta corrected for cash, Global | 0.58; 0.98; 1.33; 1.04; 0.83 | [betaGlobal.xls](https://pages.stern.nyu.edu/~adamodar/pc/datasets/betaGlobal.xls) | 5 Jan 2026 |
+| Thailand equity risk premium | **6.18 %** = mature market 4.20 % + country risk premium 1.98 % (Moody's Baa1, rating-based default spread 1.27 %); January 2026 file: 6.30 %; CDS-based alternative 5.04 % | Damodaran, [ctrypremJuly26.xlsx](https://pages.stern.nyu.edu/~adamodar/pc/datasets/ctrypremJuly26.xlsx) | 1 Jul 2026 (spreads corrected 9 Jul) |
+| Thai corporate income tax | 20 % | same file, "Country Tax Rates" | 2025 |
+| Thai government bond yield, 10 years | **2.30 %** | ThaiBMA, [government bond yield curve](https://www.thaibma.or.th/compositerpt/GovYieldCurve.aspx) | 19 Oct 2026 |
+| Illiquidity discount (DLOM) | Restricted-stock studies **25 to 35 %** (Maher 35.4 % mean, 1969 to 1973; Silber 33.75 % median, 1981 to 1988; Johnson 20 %); after controlling for issuer differences Bajaj et al. ~7 %; pre-IPO transactions ~45 % (Emory), 32 to 75 % (Willamette); conventional practice 20 to 30 %; McCord v. Commissioner (2003): court accepted 20 % | Damodaran, [Marketability and Value: Measuring the Illiquidity Discount](https://pages.stern.nyu.edu/~adamodar/pdfiles/papers/liquidity.pdf), pp. 17, 28 to 30, 35 to 36 | July 2005 |
+| Target returns of venture investors by stage | Start-up 50 to 70 %; **first stage 40 to 60 %**; second stage 35 to 50 %; bridge / IPO 25 to 35 %. Actual returns far lower (20-year early-stage VC 21.4 %, all VC 16.9 %, to 2007), the gap being failure risk | Damodaran, [Valuing Young, Start-up and Growth Companies](https://pages.stern.nyu.edu/~adamodar/pdfiles/papers/younggrowth.pdf), Tables 2 and 3, p. 15 (the paper gives no source line for Table 2) | May 2009 |
+| SET-listed Thai peers, EV/EBITDA and P/E (secondary market-data site) | SCGP (SCG Packaging) 10.1x, 21.0x, EBITDA margin 14.8 %; TPAC (Thai Plaspac) **4.7x**, 5.5x, margin 18.0 %; SITHAI (Srithai Superware) 3.2x, 7.3x; GRAMMY (GMM Grammy, music and media) 8.6x, 51.9x | stockanalysis.com statistics pages, e.g. [SCGP](https://stockanalysis.com/quote/bkk/SCGP/statistics/), [TPAC](https://stockanalysis.com/quote/bkk/TPAC/statistics/), [SITHAI](https://stockanalysis.com/quote/bkk/SITHAI/statistics/), [GRAMMY](https://stockanalysis.com/quote/bkk/GRAMMY/statistics/) | 19 to 20 Oct 2026 |
+
+Not used: a bank lending rate. The methods below need none, and none is on
+file for this project.
+
+## Method
+
+All amounts in M THB unless stated; EBITDA converted at 33 THB/USD.
+
+- **A. Founding round at par, pari passu.** Everyone pays the same price,
+  par, in money (or in kind at the same value). Equity = Plan B's 217M x
+  a quarter (the 3:1 floor), a third, or a half; shares = equity / 100 THB;
+  the lead investor's 60 % and the 40 % in shares and THB. Plan A's floor
+  as the one comparison line.
+- **B. Development premium.** Work and money spent before the round
+  (phase 0 at 1.3M to 2.6M THB; design, vendor work, the platform
+  software) credited as a pre-money value P of 0, 1.3, 2.6, 5, 10 or 20M.
+  The new cash C is the equity floor (54.25M). Post-money = P + C. With
+  the share count held at the par case (542,500), the cash pays (P + C) /
+  542,500 a share, the developers receive P / that price in shares paid
+  otherwise than in money, and the 40 % costs 0.4 x (P + C). A pre-money
+  credit and shares at par for the same amount give the same ownership;
+  the table shows it as a price because that is how a co-investor sees it.
+- **C. Value once the plant runs** (mature year, ~year 4 to 5).
+  Enterprise value = mature-year EBITDA x EV/EBITDA; equity = EV minus net
+  debt; minority stake in a private company: less a 20 to 35 % illiquidity
+  discount (the restricted-stock range and the court's 20 %); per share at
+  the floor's 542,500 shares. Three multiples: **4.7x**, the median of the
+  three SET-listed plastics and packaging peers (TPAC, SITHAI, SCGP);
+  **13.3x**, Emerging Markets Packaging & Container, the closest industry;
+  **14.9x**, the median of the five EM industries (Machinery's 25.0x
+  reflects machine builders and is not used on its own). Net debt
+  162.75M (all the debt 3:1 allows, nothing repaid, no cash netted) and
+  81.4M (half repaid). EBITDA: adverse, central, favourable, plus a
+  cross-check at an industry-norm margin: 20 % (the middle of the 15 to
+  25 % in the revenue model; the SET peers earn 15 to 18 %) of central
+  revenue, 0.73M USD.
+- **D. Price a financial co-investor would pay today (venture-capital
+  method).** Post-money value today = equity value in year 5 from C,
+  before the illiquidity discount (the target returns already price
+  illiquidity and failure), divided by (1 + r) to the fifth. Pre-money =
+  post-money minus the 54.25M paid in; the justified price per share =
+  100 THB x post-money / 54.25M. **Stage: first stage, 40 to 60 %.** The
+  technology is proven (vendor presses, galvanics and cutting lines in
+  use elsewhere) and the product is known, so this is not a start-up
+  inventing a product; but there is no plant, no customer and no
+  validated price (roadmap item 1 is open), so it is not second stage.
+  Start-up rates (50 to 70 %) apply if market validation fails to
+  produce buyer prices; second-stage rates once the plant runs and sells.
+  Cross-check: a CAPM cost of equity, 2.30 % + beta x 6.18 %, with the EM
+  unlevered beta relevered at 3:1 and 20 % tax (beta x (1 + 0.8 x 3)):
+  Packaging & Container 0.61 to **2.08**, cost of equity **15.2 %**; Total
+  Market 0.85 to **2.88**, **20.1 %**. The 10-year yield contains
+  Thailand's default spread; netting it out, as Damodaran does, would
+  lower both by about 1.3 points, so the gross yield is the cautious
+  choice.
+- **E.** The calculator's project return against these rates.
+
+## Results
+
+### A. Founding round at par, pari passu (estimate)
+
+| Case | Equity | Debt at most (3:1) | Shares at 100 THB | Lead investor, 60 % | Co-investors, 40 % | 25 % first payment |
+|---|---|---|---|---|---|---|
+| **Plan B, 3:1 floor** (a quarter of 217M) | **54.25M** | 162.75M | **542,500** | 325,500 shares, **32.6M** | 217,000 shares, **21.7M** | 13.6M |
+| Plan B, equity a third | 72.3M | 144.7M | ~723,300 | ~434,000 shares, 43.4M | ~289,300 shares, 28.9M | 18.1M |
+| Plan B, equity a half | 108.5M | 108.5M | 1,085,000 | 651,000 shares, 65.1M | 434,000 shares, 43.4M | 27.1M |
+| Plan A, 3:1 floor (comparison) | 45.5M | 136.5M | 455,000 | 273,000 shares, 27.3M | 182,000 shares, 18.2M | 11.4M |
+
+The price is **100 THB a share in every row**; more equity means more
+shares, not a different price. At the legal minimum par of 5 THB the
+floor would be 10,850,000 shares at 5 THB: the same money for the same
+40 %. In practice the registered capital is set to a round figure. The
+40 % at the floor, ~21.7M THB, matches the plan's "at most ~22M" (total
+investment, business plan 12.2).
+
+### B. Development premium (illustrative)
+
+New cash at the floor, 54.25M; share count held at 542,500.
+
+| Pre-money credited | Post-money | Price the cash pays | Premium over par | Shares to the developers (share of company) | The 40 % costs |
+|---|---|---|---|---|---|
+| 0 (par) | 54.3M | 100 THB | 0 % | 0 | 21.7M |
+| 1.3M (phase 0, low end) | 55.6M | 102 THB | 2.4 % | 12,696 (2.3 %) | 22.2M |
+| 2.6M (phase 0, high end) | 56.9M | 105 THB | 4.8 % | 24,811 (4.6 %) | 22.7M |
+| 5M | 59.3M | 109 THB | 9.2 % | 45,781 (8.4 %) | 23.7M |
+| 10M | 64.3M | 118 THB | 18.4 % | 84,436 (15.6 %) | 25.7M |
+| 20M | 74.3M | 137 THB | 36.9 % | 146,128 (26.9 %) | 29.7M |
+
+A premium must rest on documented costs or assets: invoices for the
+phase 0 work, time records at an agreed rate, the platform code and
+designs handed to the company. Money already spent on the company's
+behalf is most simply counted as capital at par or reimbursed as a
+promoter's expense ratified at the statutory meeting (section 1108);
+either way it gives the same 2 to 5 % as the phase 0 rows. Credit beyond
+documented spending is a valuation of work and needs a basis the other
+shareholders accept. Whose credit it is matters for the 60/40: founders'
+in-kind shares come out of the 40 % (at 10M they would be 15.6 % of the
+company, leaving 24.4 % for Ploy Printing and others), the lead
+investor's out of the 60 %. **For a company without a plant or revenue,
+the defensible default is par.**
+
+### C. What a share could be worth once the plant runs (estimate)
+
+Mature year, net debt **162.75M (nothing repaid)**, 542,500 shares paid at
+100 THB. Each cell: equity value before the discount; value per share
+after a 35 % to 20 % illiquidity discount; in brackets, the multiple on
+the 100 THB paid.
+
+| Mature-year EBITDA | Thai listed peers, 4.7x | EM packaging, 13.3x | EM industry median, 14.9x |
+|---|---|---|---|
+| **Adverse**, 0.23M USD (7.6M THB) | -127.2M: debt exceeds value, **share worth ~0** | -61.6M: **~0** | -49.5M: **~0** |
+| Industry-norm margin, 20 % of central revenue, 0.73M USD (24.1M THB) | -49.8M: **~0** | 158.4M: 190 to 234 THB (1.9 to 2.3x) | 196.7M: 236 to 290 THB (2.4 to 2.9x) |
+| Central, 1.73M USD (57.1M THB) | 105.0M: 126 to 155 THB (1.3 to 1.5x) | 598.3M: 717 to 882 THB (7.2 to 8.8x) | 689.0M: 826 to 1,016 THB (8.3 to 10.2x) |
+| Favourable, 3.79M USD (125.1M THB) | 423.8M: 508 to 625 THB (5.1 to 6.3x) | 1,504.4M: 1,803 to 2,219 THB (18 to 22x) | 1,703.3M: 2,041 to 2,512 THB (20 to 25x) |
+
+Sensitivity, **half the debt repaid** (net debt 81.4M), value per share
+after the discount:
+
+| Mature-year EBITDA | 4.7x | 13.3x | 14.9x |
+|---|---|---|---|
+| Adverse | ~0 (equity -45.8M) | 24 to 29 THB (0.2 to 0.3x) | 38 to 47 THB (0.4 to 0.5x) |
+| Industry-norm margin | 38 to 47 THB (0.4 to 0.5x) | 287 to 354 THB (2.9 to 3.5x) | 333 to 410 THB (3.3 to 4.1x) |
+| Central | 223 to 275 THB (2.2 to 2.7x) | 814 to 1,002 THB (8.1 to 10.0x) | 923 to 1,136 THB (9.2 to 11.4x) |
+| Favourable | 605 to 745 THB (6.1 to 7.5x) | 1,900 to 2,339 THB (19 to 23x) | 2,138 to 2,632 THB (21 to 26x) |
+
+Read with the caveats: at the maximum debt the adverse case leaves the
+shares worth nothing at any multiple, and so does an industry-norm
+margin at Thai listed multiples. Leverage at 3:1 is what makes the
+central and favourable rows large: equity is a quarter of the funding,
+so every baht of enterprise value above the debt goes to a small equity
+base. The choice of multiple moves the result more than anything else:
+Thai listed plastics and packaging companies trade at 3 to 10x EBITDA,
+the EM industries at 12 to 25x.
+
+### D. What a financial co-investor would pay today (estimate)
+
+Year-5 equity value from C (nothing repaid, before the illiquidity
+discount), discounted over five years. Price per share justified against
+par (100 THB); a price above 100 means the round could carry a premium at
+that return, below 100 means par is already rich.
+
+| Year-5 equity, central case | First stage 40 % | First stage 60 % | CAPM 15.2 % | CAPM 20.1 % |
+|---|---|---|---|---|
+| 4.7x, 105.0M | post-money 19.5M, **36 THB** | 10.0M, **18 THB** | 51.8M, 96 THB | 42.0M, 77 THB |
+| 13.3x, 598.3M | 111.2M, **205 THB** | 57.1M, **105 THB** | 295.4M, 544 THB | 239.2M, 441 THB |
+| 14.9x, 689.0M | 128.1M, **236 THB** | 65.7M, **121 THB** | 340.2M, 627 THB | 275.5M, 508 THB |
+
+Other cases at the first-stage rates (40 % / 60 %): **adverse 0 at every
+multiple**; industry-norm margin 0 at 4.7x, 54 / 28 THB at 13.3x, 67 /
+35 THB at 14.9x; favourable 145 / 75 THB at 4.7x, 516 / 264 THB at 13.3x,
+584 / 299 THB at 14.9x. So a purely financial investor at first-stage
+target returns would pay **about par (105 to 236 THB) only if it believes
+the central case and an EM-industry multiple**; on the Thai listed
+multiple, or at an industry-norm margin, par is already rich (18 to 67
+THB). Pre-money values: negative wherever the price is below 100 (for
+example -44.2M at 4.7x and 60 %), +2.8M to +73.9M for the central case at
+the EM multiples.
+
+### E. Cross-check with the calculator
+
+The calculator's ~22 % IRR and ~4.7M USD NPV at 10 % are a project return
+on the whole 6.56M USD, before tax and financing: it clears the
+unlevered cost of capital the market data give (2.30 % + 0.61 to 0.85 x
+6.18 % = 6.1 to 7.5 %) and the calculator's own 10 %, but sits well below
+the 40 to 60 % first-stage targets, so the calculator alone would not
+support a premium to a financial investor. Equity funded at 3:1 earns
+more than the project when the plant earns more than its loans cost and
+loses faster when it does not (the adverse rows in C); with no loan terms
+on file, no equity IRR is stated here.
+
+## What it means
+
+- **A founding round pari passu at par is the defensible default.** Until
+  the plant exists, a share is worth the cash behind it. At par (100 THB)
+  the 40 % costs ~21.7M THB at the 3:1 equity floor, ~28.9M at a third and
+  ~43.4M at a half, for 217,000, ~289,300 or 434,000 shares; the lead
+  investor's 60 % costs one and a half times as much at the same price.
+  The memorandum needs no premium clause for this.
+- **A development premium only for documented costs or assets.** Phase 0
+  money (1.3M to 2.6M THB) is worth 2 to 5 % of the floor round and is
+  most simply counted as capital at par. Anything above documented
+  spending is a valuation of work; in-kind shares need their description
+  before the statutory meeting (section 1108) or a special resolution
+  later (section 1221), and a premium needs the memorandum's sanction
+  (section 1105).
+- **Later entrants pay a market-based price.** Once the plant runs and
+  its accounts show the real EBITDA, the market multiples put a share
+  anywhere from nothing to many times par, so shares issued after the
+  founding round should be priced from results (C and D with actual
+  figures), not at par. Statutory pre-emption (section 1222) lets the
+  founding shareholders keep their share of such a round.
+- **The adverse case shows why co-investors need protection.** At the
+  maximum debt the 3:1 rule allows, the adverse case and an
+  industry-norm margin at Thai listed multiples leave the shares worth
+  nothing, while the lead investor controls 60 % of the votes. Items for
+  the shareholders' agreement: keep statutory pre-emption and do not
+  waive it in the articles; information rights (monthly management
+  accounts, the BOI progress and annual reports, the lender's reports
+  once loans exist); a board seat or observer for the 40 %; reserved
+  matters; and keep the three-quarters threshold for special resolutions
+  (section 1194), which already gives the 40 % a say on capital increases,
+  in-kind allotments and changes to the memorandum. Ploy Printing as a
+  supplier and the founders as operators have reasons to hold at par that
+  a purely financial investor does not (D).
+
+## Caveats
+
+- **Not a valuation opinion, not an offer price.** Ranges and scenarios
+  from public data and the plan's estimates, for discussion. No share
+  price is agreed; it goes into the shareholders' agreement.
+- **No loan terms are on file.** Net debt is the most the 3:1 rule allows
+  and one sensitivity; no interest rate, schedule or debt-service figure
+  is assumed. Interest and repayment would change the year-5 net debt
+  either way.
+- **The extra cost of specials is not modelled** in the revenue model's
+  direct cost, so every EBITDA here is an upper bound until compound
+  quotes exist.
+- **Central is optimistic, adverse is honest.** The central EBITDA margin
+  (~47 %) is far above the 15 to 25 % pressing plants earn and the 15 to
+  18 % of the SET peers; the industry-norm row shows the difference.
+- **Contingency is not in the price.** At 15 % (~30M THB) a cost overrun
+  funded by equity at par adds shares at 100 THB; funded by debt, it
+  raises net debt and lowers every value in C and D.
+- **Market multiples are for listed companies**, most of them far larger
+  than this plant; a small private company would usually be priced below
+  them (estimate). The illiquidity discount covers
+  part of that, not all. Damodaran's Emerging Markets set (27,360 firms)
+  spans many countries and is not a Thai benchmark; the Thai listed peers
+  are only three plastics and packaging companies, read from a secondary
+  market-data site.
+- **Taxes and BOI**: EV/EBITDA is a pre-tax measure; the calculator is
+  pre-tax and pre-financing. The tax at 20 % in the CAPM line assumes no
+  CIT holiday on the core activity (Group B, [BOI](../boi.md)); any
+  upgrade-measure exemption would raise after-tax values somewhat.
+- **Timing**: year 5 after the round is the plant's third or fourth year
+  of sales (the build takes ~1.5 to 2 years), so a mature-year EBITDA by
+  then is itself optimistic; each extra year of delay divides D's values
+  by a further 1.4 to 1.6 at the first-stage rates.
+- **Law**: the Code summaries are from English translations checked
+  against the Thai text online; Thai counsel confirms them in phase 0,
+  along with how BOI counts in-kind capital for the 3:1 ratio.
@@ -150,7 +150,8 @@ of it were paid in at one share price, the main investor's 60 % would be
 at least ~32M THB and the 40 % at most ~22M THB (arithmetic only: the
 share price, the valuation, the total equity above the floor and any
 founders' or in-kind shares are not agreed). The terms go into the
-shareholders' agreement (business plan section 12.2).
+shareholders' agreement (business plan section 12.2). Possible share
+prices for the 40 % from market data: [share price](share-price.md).

 Decided (user, October 2026): the business plan comes in **two
 versions** for the investor, built from the same documents: