All-equity funding: shareholders fund the whole plant

User, 20 Oct 2026: the plan is that the shareholders fund the whole plant and get shares for that (no bank loan). - total-investment.md "Two plans": Funding paragraph: Plan B's ~217M THB paid in as share capital; the lead investor's 60 % at least ~130M, the 40 % at most ~87M (~121M / ~81M before the reserve; Plan A ~109M / ~73M); capital registered in full and called in instalments against the tranches; BOI's 3:1 met with no debt; nothing pledged. - boi.md, README Project Status and the share-price bullet follow. - Business plan A and B: the ask, the decisions, section 12.2 (funding bullet replaces the 3:1 equity floor), section 14 and the BOI requirements paragraph; "not in this plan" now names bank debt; both rebuilt (63 pages, checked). - share-price.md re-based: 2,170,000 shares of 100 THB, the 40 % ~86.8M THB; illustrative calls 25/40/20/15 % against the tranches; premium rows on 217M; value per share once running with no debt (adverse 11 to 42 THB, central 80 to 314, favourable 176 to 688 per 100 THB paid); VC method and CAPM recomputed; the calculator's ~22 % IRR is now the shareholders' pre-tax return (~18 % after tax, rough); missed-call rules (CCC 1120 to 1125); the levered case kept as "if a loan were added later". - Deck: slide 12 (all equity, 60/40 bar ~130M / ~87M, none pledged, share capital called in instalments), slide 13 (re-based table, chart, premium cards, VC line), slide 17 (co-investor card, calls) and notes ("lenders" -> "investors"); both PDFs rebuilt; deck verify clean.
2026-10-20 17:17:18 +07:00
1 parent 1829dd2aec
commit 1f532d0c85
@@ -91,8 +91,10 @@ the battery, if it qualifies), not on "we press plastic discs."
 - Minimum investment THB 1,000,000 excluding land and working capital
  (comfortably cleared by the first pressing line alone)
 - Debt-to-equity ratio no higher than 3:1, maintained for the life of the
-  privileges; plan the equity/loan mix for the machinery and solar capex
-  accordingly
+  privileges. Met with room to spare: the shareholders fund the whole
+  plant as share capital and no bank loan is planned (user, October 2026;
+  [total investment](finance/total-investment.md#two-plans-a-at-180m-thb-and-b-at-215m-thb-october-2026)),
+  so any later loan keeps the same ceiling
 - Modern machinery and process expected; ISO/environmental compliance for
  larger projects
 - BOI promotion does not replace the factory license (Ror.Ngor. 4),
@@ -265,11 +265,13 @@ def blocks():
            ["The ask", pick(
                "~THB 182M (~USD 5.52M), the plan labelled ~180M THB (about 2M above 180M at the midpoint), "
                "released in tranches against milestones (section 8), starting with phase 0 (~THB 1.3M to "
-                "2.6M). BOI caps debt-to-equity at 3:1, so at least a quarter is equity: ~THB 46M "
-                "(arithmetic, before financing costs)",
+                "2.6M). Funded entirely by the shareholders as share capital, no bank loan planned: the "
+                "lead investor's 60 % is at least ~THB 109M, the 40 % open to co-investors at most ~THB 73M "
+                "(arithmetic at one share price)",
                "~THB 217M (~USD 6.56M), the ~215M THB plan, released in tranches against milestones "
-                "(section 8), starting with phase 0 (~THB 1.3M to 2.6M). BOI caps debt-to-equity at 3:1, so "
-                "at least a quarter is equity: ~THB 54M (arithmetic, before financing costs)")],
+                "(section 8), starting with phase 0 (~THB 1.3M to 2.6M). Funded entirely by the shareholders as "
+                "share capital, no bank loan planned: the lead investor's 60 % is at least ~THB 130M, the 40 % "
+                "open to co-investors at most ~THB 87M (arithmetic at one share price)")],
        ]),
        H2("Two versions of this plan"),
        P("This plan comes in two versions, built from the same documents and the same machine choices. " + pick(
@@ -367,8 +369,8 @@ def blocks():
            "**Decisions needed from the investor:** which version to fund, Plan A or Plan B (both make the "
            "same records, so the choice is ~THB 35M more at launch for what Plan A leases or defers; the "
            "Classic, Pheenix and EX 35 quotes, the solar PPA offer and the building quote settle the "
-            "numbers); the equity/debt mix (BOI requires debt-to-equity of at most 3:1, so at "
-            "least ~THB " + pick("46M of Plan A's ~182M", "54M of Plan B's ~217M") + " is equity); and CD "
+            "numbers); the share capital's call schedule against the tranches (the shareholders fund the whole "
+            "plant, no bank loan planned, so BOI's 3:1 debt-to-equity ceiling is met with no debt); and CD "
            "replication, yes or no (it must be in the BOI application from the start). The steam fuel is "
            "no longer open: both versions run on biomass steam from launch.",
            "**Co-investment:** Ploy Printing, the Chiang Mai print and packaging house that will produce "
@@ -410,8 +412,9 @@ def blocks():
        P("Currency: USD and THB at 1 USD = 33 THB (5 August 2026). Vendor quotes issued in EUR or GBP are "
          "kept in their currency next to their source and converted at 1 EUR = 1.155 USD and "
          "1 GBP = 1.35 USD. Currency exposure is real and is discussed in section 8.5."),
-        P("Deliberately **not** in this plan: a contingency in the plan price (section 8); a financing "
-          "structure or terms (to be agreed with the investor); "
+        P("Deliberately **not** in this plan: a contingency in the plan price (section 8); bank debt (the "
+          "shareholders fund the whole plant as share capital; the share price and call schedule are to be "
+          "agreed, section 12.2); "
          "a signed customer; a signed lease; firm quotes for the Classic, the galvanics line, the metrology "
          "stack or the building; a price for the central hydraulic plant; and a year-by-year cash model. "
          "Each of these is a named next step in section 14. The revenue also leaves out two upsides that "
@@ -1100,8 +1100,9 @@ def blocks():
             "whether R&D with Payap University and the joint student programmes count is to be checked."],
        ], widths_mm=[58, 112]),
        P("**Requirements:** minimum THB 1M investment excluding land and working capital (cleared many "
-          "times over); debt-to-equity no higher than 3:1 for the life of the privileges, which shapes "
-          "the financing mix; modern machinery and process; progress reports, annual reports and machinery "
+          "times over); debt-to-equity no higher than 3:1 for the life of the privileges, met with room to "
+          "spare because the shareholders fund the whole plant as share capital (no bank loan planned); "
+          "modern machinery and process; progress reports, annual reports and machinery "
          "lists. The plant's asset register and stock ledger in ERPNext are where the record of promoted "
          "machinery and raw materials lives, from the first capex invoice."),
        P("**Process:** file via the e-Investment system and present at an analyst meeting. BOI quotes "
@@ -1135,15 +1135,18 @@ def blocks():
            "Ploy Printing's participation, whether in cash, in kind (print capacity, premises, working "
            "capital in packaging) or both, is to be discussed; its strategic value is a packaging partner "
            "whose incentives are aligned with the plant's schedule and quality, within the same province.",
-            "**Debt-to-equity no higher than 3:1**, maintained for the life of the BOI privileges, which sets "
-            "the floor on equity in the financing mix: at least a quarter of the funding, " + pick(
-                "~46M THB of Plan A's ~182M", "~54M THB of Plan B's ~217M") +
-            " (arithmetic, before financing costs). " + pick(
-                "If all of it were paid in at one share price, the lead investor's 60 % would be at least "
-                "~28M THB and the 40 % at most ~18M THB",
-                "If all of it were paid in at one share price, the lead investor's 60 % would be at least "
-                "~32M THB and the 40 % at most ~22M THB") +
-            " (arithmetic only; share price, valuation and any founders' or in-kind shares are not agreed).",
+            "**Funding: the shareholders fund the whole plant and get shares for it** (decided October 2026); "
+            "no bank loan is planned. " + pick(
+                "Plan A's ~182M THB is paid in as share capital: at one share price the lead investor's 60 % "
+                "is at least ~109M THB and the 40 % at most ~73M THB",
+                "Plan B's ~217M THB is paid in as share capital: at one share price the lead investor's 60 % "
+                "is at least ~130M THB and the 40 % at most ~87M THB") +
+            " (arithmetic only; share price and any founders' or in-kind shares are not agreed). The capital "
+            "can be registered in full and called in instalments (at least 25 % on subscription, the rest "
+            "called by the directors with notice), which fits the tranches of section 8.3. BOI's 3:1 "
+            "debt-to-equity ceiling is met with no debt; the machinery stays unpledged and could secure a "
+            "loan later if one is ever needed. Possible share prices from market data: "
+            "docs/finance/share-price.md.",
            "**A shareholders' agreement** covering board composition, reserved matters (capital calls and "
            "tranche releases, the growth options such as a second Duplex, CD replication), pre-emption and transfer, information rights, and the founders' roles and "
            "remuneration.",
@@ -1246,8 +1249,7 @@ def blocks():
            ["On the gates clearing", pick(
                "A commitment in principle to **Plan A at ~180M THB** (~182M at the midpoint, the ramp-up "
                "reserve of 10M to 20M included, no contingency), released in the tranches of section 8.3, "
-                "with the financing mix set to hold debt-to-equity at or below 3:1 (equity of at least ~46M "
-                "THB). Told plainly: at the midpoint the plan is **~2M above 180M** (177M to 187M with the "
+                "paid in by the shareholders as share capital and called against the milestones. Told plainly: at the midpoint the plan is **~2M above 180M** (177M to 187M with the "
                "reserve's 10M to 20M); the price carries no contingency (at 15 % it would be ~25M THB more at "
                "the midpoint), and from the low to the high end of every block the plan comes to ~132M to "
                "233M THB. The Newbilt re-quote, the Pheenix quote, the building quote with the soil test, "
@@ -1255,20 +1257,21 @@ def blocks():
                "that range it lands and whether it comes back under 180M.",
                "A commitment in principle to **Plan B at ~215M THB** (~217M at the midpoint, the ramp-up "
                "reserve of 10M to 20M included, no contingency), released in the tranches of section 8.3, "
-                "with the financing mix set to hold debt-to-equity at or below 3:1 (equity of at least ~54M "
-                "THB). Told plainly: the price carries no contingency (at 15 % it would be ~30M THB more at "
+                "paid in by the shareholders as share capital and called against the milestones. Told plainly: the price carries no contingency (at 15 % it would be ~30M THB more at "
                "the midpoint), and from the low to the high end of every block the plan comes to ~156M to "
                "277M THB. The Newbilt re-quote, the Pheenix quote, the building quote with the soil test, "
                "the metrology quotes and the solar and battery purchase quotes decide where in that range it "
                "lands.")],
            ["Decisions", pick(
-                "The equity and debt mix, and how quotes landing above the plan price are funded; the six "
+                "The share price and the call schedule, and how quotes landing above the plan price are "
+                "funded (a further call on the shareholders); the six "
                "levers, the solar PPA first (~14.7M THB off the price for a power bill of ~0.06M USD a year); "
                "whether to buy a Chinese biomass boiler if its quote brings the plan under 180M; CD "
                "replication, yes or no, before the BOI application is finalised; the biomass fuel contracts; "
                "the split of the 40 % open to co-investors (Ploy Printing, the founders, others; the lead "
                "investor holds at least 60 %); hedging of the EUR orders.",
-                "The equity and debt mix, and how quotes landing above the plan price are funded; the ~35M "
+                "The share price and the call schedule, and how quotes landing above the plan price are "
+                "funded (a further call on the shareholders); the ~35M "
                "THB of items Plan A leases or defers (owned solar on the factory roof with no PPA bill, the "
                "full metrology stack, the visitor corridor, cassette and CD-R, the bought crane, the Thai "
                "compressor), each weighed against its lever; CD replication, yes or no, before the BOI "
@@ -3,37 +3,49 @@
 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'
+the plan's own figures. The basis is the funding decision of 20 October
+2026: **the shareholders fund the whole plant as share capital, with no
+bank loan**. **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)
+(plans, shareholding and the Funding paragraph), [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).
+(sections 8.3, tranches, and 12.2, ownership and structure).

 ## What is decided

+- **Funding** (user, 20 October 2026): **the shareholders fund the whole
+  plant and get shares for it; no bank loan is planned.** Plan B's ~217M
+  THB is paid in as share capital, registered in full and called in
+  instalments against the tranches of business plan section 8.3
+  ([total investment, Funding paragraph](total-investment.md#two-plans-a-at-180m-thb-and-b-at-215m-thb-october-2026)).
+  The share price, any founders' or in-kind shares and the call schedule
+  are not agreed.
 - **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)).
+  On ~217M of share capital at one price that is at least ~130M THB for
+  the lead investor and at most ~87M for the 40 %.
 - **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.
+  privileges. With no debt the ceiling is met with room to spare and no
+  longer sets an equity floor; a loan added later would have to stay
+  within it. 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,
@@ -47,39 +59,55 @@ cash view) and the [business plan, Plan B](../business-plan/CNX-Vinyl-Business-P
  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.
+  modelled", ramp 35 / 70 / 90 % in years 1 to 3, depreciation over 12.5
+  years. With no loan, pre-financing is the shareholders' own position.
 - **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).
+- **No loan terms are on file, and no loan is planned.** No interest
+  rate, repayment schedule or debt-service figure appears on this page.
+  The one levered table below ("if a loan were added later") uses the
+  most debt the 3:1 rule would allow, nothing repaid, only to show what
+  leverage would do to the figures; it is not the plan.

 ## 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/);
+cross-checked against the Siam Legal library, sections
+[1096 to 1116](https://library.siam-legal.com/thai-law/civil-and-commercial-code-limited-companies-section-1096-1116/)
+and [1117 to 1143](https://library.siam-legal.com/thai-law/civil-and-commercial-code-limited-companies-section-1117-1143/);
 checked 20 October 2026; to be confirmed by Thai counsel in phase 0):

+- **Section 1096**: the shareholders' liability is limited to the amount,
+  if any, unpaid on their shares. Capital registered but not yet called
+  is owed to the company.
 - **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.
+  payment. The **first payment must be at least 25 %** of par.
+- **Calls on the rest (sections 1120 to 1125)**: unless a general meeting
+  decides otherwise, the directors call the unpaid money (1120), with at
+  least **21 days' notice by registered letter** (1121). A shareholder who
+  misses a call owes interest from the due date (1122); the directors may
+  send a second registered notice with a reasonable deadline that can
+  warn of forfeiture (1123), then declare the shares forfeited (1124);
+  forfeited shares are sold without delay **by public auction**, the
+  proceeds pay the call and interest and any surplus goes back to the
+  shareholder (1125). This is the frame for calling the share capital in
+  instalments against the 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.
+  1119**: otherwise every share is paid in money, and no set-off against
+  the company is allowed. 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).
@@ -110,243 +138,321 @@ Checked 20 October 2026. Damodaran files are the January 2026 release
 | 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.
+Not used: a bank lending rate. No loan is planned, 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.
+Multiples are used unrounded (4.69x, 13.33x, 14.92x), so a hand check with
+the rounded figures can differ by 1 or 2 THB a share.

- **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.
+- **A. Founding round at par, pari passu, all equity.** Everyone pays the
+  same price, par, in money (or in kind at the same value). Share capital
+  = the plan price; shares = capital / 100 THB; the lead investor's 60 %
+  and the 40 % in shares and THB. Plan B at ~217M, Plan B before the
+  reserve (201.6M) and Plan A (~182M) as the comparison. The capital is
+  registered in full and called in instalments: at least 25 % on
+  subscription (section 1105), the rest by the directors (section 1120)
+  against the tranche gates of business plan section 8.3.
 - **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
+  The new cash C is Plan B's 217M. Post-money = P + C. With the share
+  count held at the par case (2,170,000), the cash pays (P + C) /
+  2,170,000 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.
+  Enterprise value = mature-year EBITDA x EV/EBITDA; **net debt 0**, so
+  equity value = enterprise value; minority stake in a private company:
+  less a 20 to 35 % illiquidity discount (the restricted-stock range and
+  the court's 20 %); per share on the 2,170,000 shares. No cash is netted
+  either: cash the plant earns by then is assumed paid out or spent on
+  growth (the second Duplex is funded from revenue); cash kept in the
+  company would add to every value. 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). 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. One sensitivity
+  table shows the same cases if a loan were added later at the 3:1
+  ceiling (equity 54.25M, 542,500 shares, debt 162.75M, nothing repaid).
 - **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
+  method).** Post-money value today = equity value in year 5 from C
+  (net debt 0), 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 217M paid in; the justified
+  price per share = 100 THB x post-money / 217M. **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.
+  **unlevered** beta as it stands (no debt, so no relevering): Packaging
+  & Container 0.61, cost of equity **6.1 %**; Total Market 0.85, **7.5 %**.
+  CAPM prices market risk only: nothing for size, illiquidity or a plant
+  not yet built, which is what the gap to the venture targets measures.
+  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, which with no loan is also the
+  shareholders' return, against these rates.

 ## Results

-### A. Founding round at par, pari passu (estimate)
+### A. Founding round at par, pari passu, all equity (estimate)

-| Case | Equity | Debt at most (3:1) | Shares at 100 THB | Lead investor, 60 % | Co-investors, 40 % | 25 % first payment |
+| Case | Share capital | Shares at 100 THB | Lead investor, 60 % | Co-investors, 40 % | 25 % first payment (40 %'s part) |
+|---|---|---|---|---|---|
+| **Plan B, all equity** (~217M) | **217.0M** | **2,170,000** | 1,302,000 shares, **130.2M** | 868,000 shares, **86.8M** | 54.25M (21.7M) |
+| Plan B before the reserve | 201.6M | 2,016,000 | 1,209,600 shares, 121.0M | 806,400 shares, 80.6M | 50.4M (20.2M) |
+| Plan A, all equity (comparison) | 182.0M | 1,820,000 | 1,092,000 shares, 109.2M | 728,000 shares, 72.8M | 45.5M (18.2M) |
+
+The price is **100 THB a share in every row**; a larger plan means more
+shares, not a different price. At the legal minimum par of 5 THB Plan B
+would be 43,400,000 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
+par, ~86.8M THB, matches the plan's "at most ~87M" (total investment,
+Funding paragraph; business plan 12.2).
+
+**Which calls fall when** (illustrative; the calls follow the actual
+tranche releases). The tranche shares of business plan section 8.3 are
+ranges of the 201.6M before the reserve; the reserve is drawn from
+tranche 4 on. Phase 0 (tranche 0) is spent before the company exists: in
+the project calendar the company is incorporated after the BOI
+certificate, so the promoters pay phase 0 and the statutory meeting
+ratifies it (section 1108), reimbursed from the first call or credited as
+shares at par (B).
+
+| Call | When | Tranche need, M THB (share of 217M) | Call, share of 217M | Call, M THB | Lead investor, 60 % | The 40 % |
 |---|---|---|---|---|---|---|
-| **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 |
+| 1 | On subscription, at incorporation: tranche 1 (BOI certificate, lease, zoning, soil, pricing validated) with phase 0 | 41.6 to 63.1 (19 to 29 %) | **25 %**, the legal minimum | 54.25 | 32.55 | 21.70 |
+| 2 | Tranche 2: building permit, vendor build dates in writing | 70.6 to 90.7 (33 to 42 %) | 40 % | 86.80 | 52.08 | 34.72 |
+| 3 | Tranche 3: building watertight, first machinery shipped | 30.2 to 40.3 (14 to 19 %) | 20 % | 43.40 | 26.04 | 17.36 |
+| 4 | Tranche 4: metal path commissioned, first stampers; the reserve | 26.1 to 44.2 (12 to 20 %) | 15 % | 32.55 | 19.53 | 13.02 |
+| | **Total** | | **100 %** | **217.00** | **130.20** | **86.80** |

-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).
+The 25 / 40 / 20 / 15 split is one fit to the tranche ranges, rounded to
+add up to 100 %; it is arithmetic, not a schedule. If tranche 1 lands at
+its high end, the first payment is set above the 25 % minimum (~29 %) or
+the second call comes forward. Each call needs at least 21 days' notice
+(section 1121), so a call goes out three weeks before the money is due
+to a vendor.

 ### B. Development premium (illustrative)

-New cash at the floor, 54.25M; share count held at 542,500.
+New cash 217M (all equity); share count held at 2,170,000.

 | 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 |
+| 0 (par) | 217.0M | 100 THB | 0 % | 0 | 86.8M |
+| 1.3M (phase 0, low end) | 218.3M | 100.6 THB | 0.6 % | 12,923 (0.6 %) | 87.3M |
+| 2.6M (phase 0, high end) | 219.6M | 101.2 THB | 1.2 % | 25,692 (1.2 %) | 87.8M |
+| 5M | 222.0M | 102 THB | 2.3 % | 48,874 (2.3 %) | 88.8M |
+| 10M | 227.0M | 105 THB | 4.6 % | 95,595 (4.4 %) | 90.8M |
+| 20M | 237.0M | 109 THB | 9.2 % | 183,122 (8.4 %) | 94.8M |

-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.**
+On a 217M round the pre-round work is a small share of the company: the
+phase 0 rows come to 0.6 to 1.2 %. A premium must still 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 0.6 to
+1.2 %. 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
+4.4 % of the company, leaving 35.6 % 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, **net debt 0** (all equity), 2,170,000 shares paid at 100
+THB. Each cell: enterprise value, which is also the equity value; 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) |
+| **Adverse**, 0.23M USD (7.6M THB) | 35.6M: **11 to 13 THB** (0.1x) | 101.2M: **30 to 37 THB** (0.3 to 0.4x) | 113.2M: **34 to 42 THB** (0.3 to 0.4x) |
+| Industry-norm margin, 20 % of central revenue, 0.73M USD (24.1M THB) | 113.0M: 34 to 42 THB (0.3 to 0.4x) | 321.1M: 96 to 118 THB (1.0 to 1.2x) | 359.4M: 108 to 133 THB (1.1 to 1.3x) |
+| Central, 1.73M USD (57.1M THB) | 267.8M: **80 to 99 THB** (0.8 to 1.0x) | 761.0M: 228 to 281 THB (2.3 to 2.8x) | 851.8M: 255 to 314 THB (2.6 to 3.1x) |
+| Favourable, 3.79M USD (125.1M THB) | 586.6M: 176 to 216 THB (1.8 to 2.2x) | 1,667.2M: 499 to 615 THB (5.0 to 6.1x) | 1,866.0M: 559 to 688 THB (5.6 to 6.9x) |

-Sensitivity, **half the debt repaid** (net debt 81.4M), value per share
-after the discount:
+What this means, plainly:
+
+- **Without a loan the shares keep some value in the adverse case, but
+  lose most of it**: 11 to 42 THB for every 100 THB paid, a loss of 58 to
+  89 %. Nothing is owed ahead of the shareholders, so the plant's value
+  is theirs; at the adverse EBITDA that value is small.
+- **At Thai listed multiples even the central case is below par** (80 to
+  99 THB), and so is an industry-norm margin at that multiple (34 to 42);
+  at the EM multiples the industry-norm margin is about par (96 to 133
+  THB). Only the central case at an EM-industry multiple (2.3 to 3.1x)
+  and the favourable case (1.8 to 6.9x) put a share clearly above what
+  was paid.
+- **The large multiples of the earlier version of this page (7 to 25x
+  par) came from leverage**, not from the plant: with three quarters
+  borrowed, the same enterprise value, less the debt, was spread over a
+  quarter of the shares. The table below shows that case.
+- 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.
+
+**If a loan were added later (sensitivity, not the plan).** Equity at the
+3:1 ceiling, 54.25M (542,500 shares at 100 THB), debt 162.75M, nothing
+repaid, no loan terms assumed; 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) |
+| Adverse | ~0 (equity -127.2M) | ~0 (equity -61.6M) | ~0 (equity -49.5M) |
+| Industry-norm margin | ~0 (equity -49.8M) | 190 to 234 THB (1.9 to 2.3x) | 236 to 290 THB (2.4 to 2.9x) |
+| Central | 126 to 155 THB (1.3 to 1.5x) | 717 to 882 THB (7.2 to 8.8x) | 826 to 1,016 THB (8.3 to 10.2x) |
+| Favourable | 508 to 625 THB (5.1 to 6.3x) | 1,803 to 2,219 THB (18 to 22x) | 2,041 to 2,512 THB (20 to 25x) |

-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.
+Leverage multiplies the good cases and wipes the shares out in the bad
+ones: the adverse case and an industry-norm margin at Thai listed
+multiples leave nothing for the shareholders once the debt is repaid,
+where all equity leaves 11 to 42 THB. Any interest and repayment would
+change these values either way; none is assumed.

 ### 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 value from C (net debt 0, 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 % |
+| Year-5 equity, central case | First stage 40 % | First stage 60 % | CAPM 6.1 % | CAPM 7.5 % |
 |---|---|---|---|---|
-| 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 |
+| 4.7x, 267.8M | post-money 49.8M, **23 THB** | 25.5M, **12 THB** | 199.3M, 92 THB | 186.2M, 86 THB |
+| 13.3x, 761.0M | 141.5M, **65 THB** | 72.6M, **33 THB** | 566.5M, 261 THB | 529.1M, 244 THB |
+| 14.9x, 851.8M | 158.4M, **73 THB** | 81.2M, **37 THB** | 634.0M, 292 THB | 592.2M, 273 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.
+Other cases at the first-stage rates (40 % / 60 %): **adverse 3 / 2 THB
+at 4.7x, 9 / 4 at 13.3x, 10 / 5 at 14.9x**; industry-norm margin 10 / 5,
+28 / 14 and 31 / 16 THB; favourable 50 / 26 THB at 4.7x, 143 / 73 at
+13.3x, 160 / 82 at 14.9x. So a purely financial investor at first-stage
+target returns would pay **below par in every case but one**: the
+favourable case at an EM multiple and the lower 40 % rate (143 to 160
+THB). In the central case it would pay 12 to 73 THB, in the adverse case
+2 to 10. Pre-money values are negative wherever the price is below 100
+(for example -75.5M at 13.3x and 40 % in the central case). At the CAPM
+cost of equity, which prices market risk only, the central case is
+worth 86 to 292 THB today and the adverse case 11 to 39 THB. Ploy
+Printing as a supplier and the founders as operators have reasons to
+hold at par that a purely financial investor does not.

 ### 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.
+With no loan, **the shareholders' return is the project return**: the
+calculator's ~22 % IRR (pre-tax, no terminal value) and ~4.7M USD NPV at
+its 10 % discount rate are what the 217M of share capital (6.56M USD in
+year 0) earns before tax on the calculator's picture. That clears the
+CAPM cost of equity (6.1 to 7.5 %) and the calculator's 10 %, is close to
+the returns venture funds actually earned (16.9 to 21.4 %, Damodaran
+Table 3), and sits well below the 40 to 60 % first-stage targets, so the
+calculator alone would not support a premium to a financial investor.
+The 20 % corporate income tax (Group B, no CIT holiday on the core
+activity) lowers it: a rough check, tax on the calculator's yearly cash
+less straight-line depreciation over its 12.5 years (0.49M USD a year),
+gives **~18 % after tax** (estimate). The calculator's cash view is
+itself well above the revenue model's central EBITDA (2.23M against
+1.73M USD), so this return is not the honest case either; in the adverse
+case EBITDA pays the price back in ~37 years (revenue model).

 ## 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.
+  the 40 % is 868,000 shares for ~86.8M THB of Plan B's ~217M share
+  capital, and the lead investor's 60 % is 1,302,000 shares for ~130.2M,
+  the same price for everyone. 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).
+  money (1.3M to 2.6M THB) is 0.6 to 1.2 % of a 217M 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).
+  anywhere from a tenth of par to several 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 40 % now carries four times the money, and needs protection to
+  match.** All-equity funding puts ~86.8M THB into the 40 % instead of
+  ~21.7M at the old 3:1 floor, with no lender ahead of it; the adverse
+  case still loses most of it, 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
+  evidence for each tranche gate before its call); 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.
+- **The call schedule belongs in the agreement.** The directors make the
+  calls (section 1120) and the 60 % appoints most of them, so the
+  agreement should tie each call to its tranche gate (business plan 8.3),
+  make every call pro rata to all shareholders on the same date, and say
+  what happens when a shareholder misses one. The Code's route is
+  interest from the due date (section 1122), a second notice that can
+  warn of forfeiture (1123), forfeiture (1124) and a public auction of
+  the forfeited shares, the surplus returned (1125). The agreement can
+  add who may take up a missed call or the forfeited shares first, so a
+  stake does not pass to an outside bidder, and evidence that each
+  shareholder can meet its calls: the lead investor carries 60 % of each
+  one (~52M THB at the second call), so a missed call there would stall
+  the build.

 ## 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.
+- **No loan is planned and no loan terms are on file.** The levered table
+  in C is a sensitivity at the most the 3:1 rule allows; no interest
+  rate, schedule or debt-service figure is assumed.
 - **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.
+- **Contingency is not in the price.** At 15 % (~30M THB), an overrun
+  funded by the shareholders at par adds ~300,000 shares at 100 THB
+  (pro rata, the 60/40 holds) and lowers every per-share value in C and D
+  by about an eighth; funded by a loan, it would add net debt instead.
+- **Cash is not counted.** Net debt 0 nets no cash: cash the plant earns
+  before year 5 is assumed paid out (a return of its own, not in C) or
+  spent on growth; cash kept in the company adds to the values.
 - **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.
+  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.
+  pre-tax. The after-tax return in E assumes no CIT holiday on the core
+  activity (Group B, [BOI](../boi.md)); any upgrade-measure exemption
+  would raise it 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.
+  by a further 1.4 to 1.6 at the first-stage rates. The calculator puts
+  all 6.56M USD in year 0; calling the capital over the build changes the
+  IRR a little either way.
 - **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.
+  along with the call and forfeiture mechanics in the articles and how
+  BOI counts in-kind capital.
@@ -144,14 +144,24 @@ most **40 % is for sale** to other shareholders. Ploy Printing's stake
 (cash, in kind or both), any founders' shares and any further
 co-investor all come out of that 40 %. BOI promotion permits up to 100 %
 foreign ownership of the promoted activity ([BOI](../boi.md)), so the
-split needs no particular nationality on either side. With BOI's 3:1
-debt-to-equity ceiling Plan B needs at least ~54M THB of equity; if all
-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). Possible share
-prices for the 40 % from market data: [share price](share-price.md).
+split needs no particular nationality on either side.
+
+**Funding (user, 20 October 2026): the shareholders fund the whole plant
+and get shares for it; no bank loan is planned.** Plan B's ~217M THB is
+paid in as share capital, so at one share price the main investor's 60 %
+is at least **~130M THB** and the 40 % at most **~87M THB** (~121M and
+~81M on the 201.6M before the ramp-up reserve; Plan A for comparison:
+~109M and ~73M of ~182M). Arithmetic only: the share price, any
+founders' or in-kind shares and the call schedule are not agreed. BOI's
+3:1 debt-to-equity ceiling is met with room to spare (no debt), so it no
+longer sets an equity floor; the machinery, and in Plan B the owned PV
+array and battery, stay unpledged and could secure a loan later if one
+is ever needed. Thai company law lets the capital be registered in full
+and called in instalments (at least 25 % on subscription, the rest called
+by the directors), which fits releasing the money in tranches against
+milestones. The terms go into the shareholders' agreement (business plan
+section 12.2). Possible share prices 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:
@@ -473,7 +473,7 @@ body.pvmode .stage,body.pvmode .ctl{display:none}
  </div>
  <p class="src"><b>Source:</b> business plan B, sections 1, 3.1 to 3.3 and 9.1; revenue-model.md "First market data point" and "Record Industry's calculator"; roadmap.md item 1. THB at 33 per USD.</p>
  <footer class="ft"><span>CNX Vinyl · Investment proposal, Plan B (~215M THB) · Draft for discussion, October 2026</span><span class="pg"></span></footer>
-  <aside class="notes">The customer we serve presses abroad today. Lead times have normalised to roughly 10 to 16 weeks for a standard black LP, but freight, time zones and the queue remain. The one Thai shop we have seen presses only; its stampers come from abroad, so short runs and represses are slow and expensive. On price, our assumption of USD 3.76 to 5.27 a record sits between the European ex-works level of about USD 2.43 and the Thai market. Be clear with lenders: buyer-side validation, roadmap item 1, is still open, and the Thai evidence is one supplier and one afternoon. The financing case waits on it. Sources: business plan B, sections 3.1 to 3.3; revenue-model.md; roadmap.md.</aside>
+  <aside class="notes">The customer we serve presses abroad today. Lead times have normalised to roughly 10 to 16 weeks for a standard black LP, but freight, time zones and the queue remain. The one Thai shop we have seen presses only; its stampers come from abroad, so short runs and represses are slow and expensive. On price, our assumption of USD 3.76 to 5.27 a record sits between the European ex-works level of about USD 2.43 and the Thai market. Be clear with investors: buyer-side validation, roadmap item 1, is still open, and the Thai evidence is one supplier and one afternoon. The investment case waits on it. Sources: business plan B, sections 3.1 to 3.3; revenue-model.md; roadmap.md.</aside>
 </section>

 <!-- 3 -->
@@ -555,7 +555,7 @@ body.pvmode .stage,body.pvmode .ctl{display:none}
  </div>
  <p class="src"><b>Source:</b> process-flow.md; traceability.md; quality-automation.md; digital-factory.md; business plan B, sections 1, 4 and 5.1 to 5.3.</p>
  <footer class="ft"><span>CNX Vinyl · Investment proposal, Plan B (~215M THB) · Draft for discussion, October 2026</span><span class="pg"></span></footer>
-  <aside class="notes">The three diamonds are the artist's approvals: the master plan, the master and the test pressing; nothing proceeds without a recorded approval. What a lender should take away is control: every lacquer, father, mother, stamper, press cycle and material lot gets an identity that knows its parents, so a complaint resolves backwards in minutes. Every record passes inline optical inspection; audio is compared on samples, first-off per stamper and more often as a stamper ages. At Making Vinyl Europe this traceability was what the industry responded to most; that is supplier feedback, not buyer validation. Plan B measures every stamper fully from the first release. Sources: process-flow.md; traceability.md; quality-automation.md; business plan B, sections 5.1 and 5.2.</aside>
+  <aside class="notes">The three diamonds are the artist's approvals: the master plan, the master and the test pressing; nothing proceeds without a recorded approval. What an investor should take away is control: every lacquer, father, mother, stamper, press cycle and material lot gets an identity that knows its parents, so a complaint resolves backwards in minutes. Every record passes inline optical inspection; audio is compared on samples, first-off per stamper and more often as a stamper ages. At Making Vinyl Europe this traceability was what the industry responded to most; that is supplier feedback, not buyer validation. Plan B measures every stamper fully from the first release. Sources: process-flow.md; traceability.md; quality-automation.md; business plan B, sections 5.1 and 5.2.</aside>
 </section>

 <!-- 5 -->
@@ -606,7 +606,7 @@ body.pvmode .stage,body.pvmode .ctl{display:none}
  </div>
  <p class="src"><b>Source:</b> business plan B, sections 6.1 and 6.2; site-candidates.md; scale.md; crane-workshop-tours.md; Payap rezoning: land-listings/payap/rezoning-2026-10-20.md (Town Planning Act B.E. 2562, section 35; the planning department's amendment work plan, ~70 to 82 weeks). Render: fleet-calculator.html, Plan B preset (figure 9). The 60 × 25 m hall is the Mueang Chi design; the layout is fixed once a plot passes zoning and lease-ability.</p>
  <footer class="ft"><span>CNX Vinyl · Investment proposal, Plan B (~215M THB) · Draft for discussion, October 2026</span><span class="pg"></span></footer>
-  <aside class="notes">The strategy is a long lease of raw land with a purpose-built plant: it keeps an estimated 12M to 32M THB of land purchase out of the round, but there is no land to pledge, so the lease must give the company the buildings and the right to mortgage them. Mueang Chi in Lamphun is the working candidate; its zoning is still unverified. Payap University land in Chiang Mai stays an option: its first plot is zoned residential, and Payap says it can be rezoned. That is a city-plan amendment the planning department schedules at about 16 to 19 months, so it would move first production unless it starts now; we need the plot and the planning office's answer in writing. Sources: business plan B, sections 6.1 and 6.2; site-candidates.md.</aside>
+  <aside class="notes">The strategy is a long lease of raw land with a purpose-built plant: it keeps an estimated 12M to 32M THB of land purchase out of the round; the lease must give the company the buildings and the right to mortgage them. Mueang Chi in Lamphun is the working candidate; its zoning is unverified. Payap University land in Chiang Mai stays an option: its first plot is zoned residential; Payap says it can be rezoned. That is a city-plan amendment the planning department schedules at about 16 to 19 months, so it would move first production unless it starts now; we need the plot and the planning office's answer in writing. Sources: business plan B, sections 6.1 and 6.2; site-candidates.md.</aside>
 </section>

 <!-- 7 -->
@@ -710,7 +710,7 @@ body.pvmode .stage,body.pvmode .ctl{display:none}
  </div>
  <p class="src"><b>Source:</b> total-investment.md "Two plans" ("What decides between them"); revenue-model.md "Operating pictures of Plan A and Plan B"; business plan B, sections 1, 8.2, 8.4 and 9.4; fleet-calculator.html, presets planA and planB; sustainability.md "Leasing instead (Plan A)" (PPA terms 15 to 25 years) and "PV, not solar thermal"; boi.md.</p>
  <footer class="ft"><span>CNX Vinyl · Investment proposal, Plan B (~215M THB) · Draft for discussion, October 2026</span><span class="pg"></span></footer>
-  <aside class="notes">Present this slide plainly; a lender will weigh it. Both plans make the same records, so demand does not decide between them. On the modelled numbers Plan B's extra 35M THB earns little: the same EBITDA in the revenue model, about 0.06M USD a year more in the calculator for the PPA bill the owned array avoids, more depreciation and a longer payback. Its case is ownership and control: no long power contract on the roof, full stamper metrology for the traceability pitch, tours and the Payap programmes from day one, cassette and CD-R sales, local service. Why not A? Its better modelled return leaves those items to finance or contract later. Sources: total-investment.md; business plan B, section 8.2.</aside>
+  <aside class="notes">Present this slide plainly; an investor will weigh it. Both plans make the same records, so demand does not decide between them. On the modelled numbers Plan B's extra 35M THB earns little: the same EBITDA in the revenue model, about 0.06M USD a year more in the calculator for the PPA bill the owned array avoids, more depreciation and a longer payback. Its case is ownership and control: no long power contract on the roof, full stamper metrology for the traceability pitch, tours and the Payap programmes from day one, cassette and CD-R sales, local service. Why not A? Its better modelled return leaves those items to finance or contract later. Sources: total-investment.md; business plan B, section 8.2.</aside>
 </section>

 <!-- 10 -->
@@ -747,7 +747,7 @@ body.pvmode .stage,body.pvmode .ctl{display:none}
  </div>
  <p class="src"><b>Source:</b> revenue-model.md "Operating pictures of Plan A and Plan B (October 2026)"; business plan B, section 9.4. Estimates, mature year at 60&nbsp;% specials; depreciation on Plan B's blocks; payback is EBITDA on the plan price including the reserve. Plan A for comparison: operating profit -0.41 / 1.33 / 3.54M USD.</p>
  <footer class="ft"><span>CNX Vinyl · Investment proposal, Plan B (~215M THB) · Draft for discussion, October 2026</span><span class="pg"></span></footer>
-  <aside class="notes">These are mature-year pictures for Plan B, not a forecast. Each column is internally consistent: adverse pairs low volume with the low price, the high cost, the high capital and the high overheads. The central case gives EBITDA of about USD 1.73M, roughly 57M THB, and operating profit of about 1.24M after Plan B's depreciation; it breaks even at about 0.24 million records. Lenders should read the adverse column: it loses about 0.55M USD, and the central margin of about 47&nbsp;% is too good to trust until indirect labour, freight, commissions and the cost of specials are in. Why not A? Same EBITDA, less depreciation: 1.33M central. Sources: revenue-model.md; business plan B, section 9.4.</aside>
+  <aside class="notes">These are mature-year pictures for Plan B, not a forecast. Each column is internally consistent: adverse pairs low volume with the low price, the high cost, the high capital and the high overheads. The central case gives EBITDA of about USD 1.73M, roughly 57M THB, and operating profit of about 1.24M after Plan B's depreciation; it breaks even at about 0.24 million records. Investors should read the adverse column: it loses about 0.55M USD, and the central margin of about 47&nbsp;% is too good to trust until indirect labour, freight, commissions and the cost of specials are in. Why not A? Same EBITDA, less depreciation: 1.33M central. Sources: revenue-model.md; business plan B, section 9.4.</aside>
 </section>

 <!-- 11 -->
@@ -775,20 +775,20 @@ body.pvmode .stage,body.pvmode .ctl{display:none}
  </div>
  <p class="src"><b>Source:</b> business plan B, section 9.4 and figure 12; fleet-calculator.html, presets planB and planA, cash view (values read from the page, October 2026); revenue-model.md. Estimates.</p>
  <footer class="ft"><span>CNX Vinyl · Investment proposal, Plan B (~215M THB) · Draft for discussion, October 2026</span><span class="pg"></span></footer>
-  <aside class="notes">This curve is the calculator's, not the operating table's: 850,000 records at the team's faster Duplex planning rate, its own cost build-up including biomass fuel, no PPA bill because Plan B owns the array, and a ramp of 35, 70 and 90&nbsp;% before the mature year. Year 0 is the midpoint investment plus a 15M THB reserve, 6.56M USD. On that basis Plan B is back to zero in year 4.2, with an IRR of about 22&nbsp;% and an NPV of about 4.7M USD at 10&nbsp;%. Pre-tax, pre-financing, no terminal value. Why not A? Its curve turns earlier on less capital. Put the adverse case beside it: about 37 years. Sources: fleet-calculator.html; business plan B, section 9.4.</aside>
+  <aside class="notes">This curve is the calculator's, not the operating table's: 850,000 records at the team's faster Duplex rate, its own costs including biomass fuel, no PPA bill because Plan B owns the array, and a ramp of 35, 70 and 90&nbsp;%. Year 0 is the midpoint investment plus a 15M THB reserve, 6.56M USD. On that basis Plan B is back to zero in year 4.2, with an IRR of about 22&nbsp;% and an NPV of about 4.7M USD at 10&nbsp;%. Pre-tax, no terminal value; with no loan, also the shareholders' return. Why not A? Its curve turns earlier on less capital. Put the adverse case beside it: about 37 years. Sources: fleet-calculator.html; business plan B, section 9.4.</aside>
 </section>

 <!-- 12 -->
 <section class="slide s11" data-title="BOI and financing">
  <div class="kicker"><i class="disc"></i>BOI promotion and financing</div>
-  <h2>Duty-free machinery under BOI, debt-to-equity no higher than 3:1</h2>
+  <h2>Duty-free machinery under BOI; the shareholders fund the whole plant</h2>
  <div class="bd">
    <div class="boi">
      <div class="r"><div class="k">Category</div><div class="x">Basic plastic consumer-goods manufacturing (Category 6), incentive Group B: no tax holiday on the core activity. Sub-code to confirm with a BOI-registered consultant.</div><div class="st"><span class="tag no">To confirm</span></div></div>
      <div class="r"><div class="k">Privileges</div><div class="x">Machinery import duty exemption, with import VAT; 100&nbsp;% foreign ownership; visas and work permits through the One Stop Service; raw-material duty relief for export production.</div><div class="st"><span class="tag ok">Group B core</span></div></div>
      <div class="r"><div class="k">Upgrades</div><div class="x">Smart and Sustainable Industry (15/2565, refreshed July 2025): typically 3 years of CIT exemption, capped around 50&nbsp;% of the upgrade spend; R&amp;D merit at 1&nbsp;% of revenue adds 1 to 3 years.</div><div class="st"><span class="tag md">To structure</span></div></div>
      <div class="r"><div class="k">Solar</div><div class="x">No longer promoted since 1 July 2025 (Announcement 3/2568): Plan B's owned array earns the bill saving, no tax benefit. The 271 kWh battery may still qualify, capped at 12M THB per MW.</div><div class="st"><span class="tag hi">Solar dropped</span></div></div>
-      <div class="r"><div class="k">Conditions</div><div class="x">Debt-to-equity no higher than 3:1 for the life of the privileges; minimum 1M THB excluding land and working capital; modern machinery; progress and annual reports; machinery imported within ~30 months, full operation by ~36 months.</div><div class="st"><span class="tag md">Binding</span></div></div>
+      <div class="r"><div class="k">Conditions</div><div class="x">Debt-to-equity no higher than 3:1 for the life of the privileges, met with no debt; minimum 1M THB excluding land and working capital; modern machinery; progress and annual reports; machinery imported within ~30 months, full operation by ~36 months.</div><div class="st"><span class="tag md">Binding</span></div></div>
      <div class="r"><div class="k">Process</div><div class="x">e-Investment filing and analyst meeting; ~40 working days to a decision under 200M THB, 60 to 90 above; 4 to 6 months in practice. No machinery order before the certificate.</div><div class="st"><span class="tag no">Phase 0</span></div></div>
      <div class="r"><div class="k">Without BOI</div><div class="x">~5&nbsp;% duty on ~2.3M USD of imported machinery (~0.11M USD) and ~0.17M USD of import VAT up front <span class="e">est.</span></div><div class="st"><span class="tag no">Avoided</span></div></div>
    </div>
@@ -796,61 +796,61 @@ body.pvmode .stage,body.pvmode .ctl{display:none}
      <h3>Funding need, Plan B: reserve in, no contingency</h3>
      <div class="need">
        <div class="card warn"><div class="v ac">~217M THB</div><div class="l">~6.56M USD at the midpoint, labelled ~215M; ~156M to 277M low to high</div></div>
-        <div class="card"><div class="v">~54M THB</div><div class="l">equity at least: a quarter of the funding at the 3:1 ceiling (arithmetic)</div></div>
+        <div class="card"><div class="v">All equity</div><div class="l">share capital paid in by the shareholders; no bank loan planned</div></div>
      </div>
      <div class="share">
        <h3>Shareholding</h3>
        <div class="bar"><i class="a"></i><i class="c"></i></div>
        <div class="lbl">
-          <div><b class="ac">At least 60&nbsp;%</b><span>the lead investor: at least ~32M THB</span></div>
-          <div><b>At most 40&nbsp;%</b><span>co-investors (Ploy Printing as intended strategic co-investor, the founders, others): at most ~22M THB</span></div>
+          <div><b class="ac">At least 60&nbsp;%</b><span>the lead investor: at least ~130M THB</span></div>
+          <div><b>At most 40&nbsp;%</b><span>co-investors (Ploy Printing as intended strategic co-investor, the founders, others): at most ~87M THB</span></div>
        </div>
-        <p class="nt">At the ~54M THB equity floor and one share price, arithmetic only: share price, valuation and in-kind shares not agreed. Terms in the shareholders' agreement.</p>
+        <p class="nt">Of ~217M THB of share capital at one share price, arithmetic only: share price, valuation and in-kind shares not agreed. Terms in the shareholders' agreement.</p>
      </div>
      <dl class="dl" style="margin-top:16px;grid-template-columns:130px 1fr;gap:12px 18px">
-        <dt>Collateral</dt><dd style="font-size:17.5px">The machinery and equipment, in Plan B including the owned PV array and battery. The building only if the lease grants its ownership and the right to mortgage it. No land collateral: the site is a long lease of raw land.</dd>
+        <dt>Collateral</dt><dd style="font-size:17.5px">None pledged: the machinery, with Plan B's owned PV array and battery, stays free to secure a loan if one is ever needed; the building only if the lease grants ownership and the right to mortgage it. The land is leased.</dd>
        <dt>Use of funds</dt><dd style="font-size:17.5px">Equipment (presses, metal path, metrology, lab) ~85M THB; building, crane, workshop and corridor ~40M; utilities ~35M; solar and battery ~15M; software, cassette and CD-R, freight, working capital and phase 0 ~28M (block midpoints <span class="e">est.</span>), plus the reserve, in tranches (slide 17).</dd>
      </dl>
-      <p class="tbd">Financing structure to be agreed: no loan terms, interest rate or debt-service figures are on file.</p>
+      <p class="tbd">Share capital called in instalments against the tranches; the call schedule and the shareholders' agreement to be agreed.</p>
    </div>
  </div>
-  <p class="src"><b>Source:</b> boi.md; business plan B, sections 1 ("The ask"), 6.1, 7.1, 8.1, 8.4 and 12.2; total-investment.md "Launch plant" and "Two plans" (shareholding, 20 October 2026). Equity floor, the 60/40 amounts and use-of-funds groups are arithmetic on the plan's figures, before financing costs.</p>
+  <p class="src"><b>Source:</b> boi.md; business plan B, sections 1 ("The ask"), 6.1, 7.1, 8.1, 8.4 and 12.2; total-investment.md "Launch plant" and "Two plans" (shareholding and funding, 20 October 2026). The 60/40 amounts and use-of-funds groups are arithmetic on the plan's figures.</p>
  <footer class="ft"><span>CNX Vinyl · Investment proposal, Plan B (~215M THB) · Draft for discussion, October 2026</span><span class="pg"></span></footer>
-  <aside class="notes">Vinyl pressing lands in BOI Group B: duty-free machinery, full foreign ownership and work permits, no tax holiday on the core activity. Solar is no longer promoted; Plan B owns its array for the bill. The condition that shapes financing is debt-to-equity no higher than 3:1: at least a quarter of Plan B's 217M, about 54M THB, is equity. The lead investor holds at least 60&nbsp;% of the company, so at most 40&nbsp;% is open to co-investors; at that floor and one share price, about 32M and 22M THB, arithmetic only. No loan terms are on file. Collateral: machinery, array, battery; the land is leased. Sources: boi.md; business plan B, sections 7.1 and 12.2.</aside>
+  <aside class="notes">Vinyl pressing lands in BOI Group B: duty-free machinery, full foreign ownership and work permits, no tax holiday on the core activity. Solar is no longer promoted; Plan B owns its array for the bill. The shareholders fund the whole plant, about 217M THB, as share capital; no bank loan is planned, so BOI's 3:1 debt-to-equity ceiling is met with no debt. The lead investor holds at least 60&nbsp;% of the company, so at most 40&nbsp;% is open to co-investors: about 130M and 87M THB at one share price, arithmetic only. The capital is called in instalments against the tranches. Nothing is pledged. Sources: boi.md; total-investment.md; business plan B, sections 7.1 and 12.2.</aside>
 </section>

 <!-- share price, after BOI and financing -->
 <section class="slide s11b" data-title="Share price">
  <div class="kicker"><i class="disc"></i>Share price: what the 40&nbsp;% could cost</div>
-  <h2>At par, the 40&nbsp;% costs ~21.7M THB; what it is worth later is a range</h2>
+  <h2>At par, the 40&nbsp;% is ~86.8M THB; what it is worth later is a range</h2>
  <div class="bd">
    <div>
-      <h3>Founding round at par, pari passu: Plan B at the 3:1 equity floor</h3>
+      <h3>Founding round at par, pari passu: Plan B's ~217M as share capital</h3>
      <table class="tb sp">
        <tr><th>100 THB a share <span class="e">example</span></th><th class="n">Shares</th><th class="n">THB</th></tr>
-        <tr><td>The lead investor, at least 60&nbsp;%</td><td class="n">325,500</td><td class="n">32.6M</td></tr>
-        <tr><td>Co-investors, at most 40&nbsp;%</td><td class="n">217,000</td><td class="n ac">21.7M</td></tr>
-        <tr class="tot"><td>Equity at the floor: a quarter of ~217M</td><td class="n">542,500</td><td class="n">54.25M</td></tr>
+        <tr><td>The lead investor, at least 60&nbsp;%</td><td class="n">1,302,000</td><td class="n">130.2M</td></tr>
+        <tr><td>Co-investors, at most 40&nbsp;%</td><td class="n">868,000</td><td class="n ac">86.8M</td></tr>
+        <tr class="tot"><td>Share capital: all of Plan B, no loan</td><td class="n">2,170,000</td><td class="n">217M</td></tr>
      </table>
-      <p class="nt">With a third or half of the funding as equity the price stays 100 THB and the 40&nbsp;% costs ~28.9M or ~43.4M. Thai law: no shares below par, par at least 5 THB, a premium only if the memorandum allows it.</p>
+      <p class="nt">Called in instalments against the tranches (slide 17): at least 25&nbsp;% (~54M THB) on subscription. Thai law: no shares below par, par at least 5 THB, a premium only if the memorandum allows it.</p>
      <h3 style="margin-top:34px">Development premium, only for documented costs</h3>
      <div class="dev">
-        <div class="card"><div class="v">105 THB <span class="e">+5&nbsp;%</span></div><div class="l">phase 0 spending, 2.6M THB, credited: the 40&nbsp;% costs 22.7M</div></div>
-        <div class="card"><div class="v">118 THB <span class="e">+18&nbsp;%</span></div><div class="l">10M THB credited for pre-round work: the 40&nbsp;% costs 25.7M</div></div>
+        <div class="card"><div class="v">101 THB <span class="e">+1&nbsp;%</span></div><div class="l">phase 0 spending, 2.6M THB, credited: the 40&nbsp;% costs 87.8M</div></div>
+        <div class="card"><div class="v">105 THB <span class="e">+5&nbsp;%</span></div><div class="l">10M THB credited for pre-round work: the 40&nbsp;% costs 90.8M</div></div>
      </div>
-      <p class="vcl"><b>A financial co-investor today</b> (venture-capital method, first-stage target return 40 to 60&nbsp;%, central case in year 5): <b>18 to 236 THB a share</b> depending on the multiple; nothing in the adverse case.</p>
+      <p class="vcl"><b>A financial co-investor today</b> (venture-capital method, first-stage target return 40 to 60&nbsp;%, year 5): <b>12 to 73 THB a share</b> in the central case, 2 to 10 in the adverse: below par in both.</p>
    </div>
    <div>
      <h3>Value of one 100 THB share once the plant runs <span class="e">est.</span></h3>
      <div class="legend" style="margin-bottom:6px"><span><i style="background:var(--acf)"></i>Range across market multiples, after the illiquidity discount</span><span><i style="background:transparent;height:2px;border-top:2px dashed var(--bf);border-radius:0;vertical-align:4px"></i>Par paid</span></div>
      <svg class="chart" id="chShare" width="840" height="448" viewBox="0 0 840 448" role="img" aria-label="Value per share once the plant runs, by case, against the par price paid"></svg>
-      <p class="nt">EV/EBITDA 4.7x (Thai listed plastics and packaging) to 14.9x (emerging-market industries), less a 20 to 35&nbsp;% discount for a private minority stake; net debt the most 3:1 allows, ~163M THB; 542,500 shares.</p>
-      <div class="card warn" style="margin-top:16px;padding:16px 22px"><p class="t" style="font-size:17px"><b>Ranges, not a valuation or an offer price.</b> The adverse case is the honest one: the central margin (~47&nbsp;%) is far above the 15 to 25&nbsp;% plants earn. No loan terms are on file; co-investors need pre-emption and information rights.</p></div>
+      <p class="nt">EV/EBITDA 4.7x (Thai listed plastics and packaging) to 14.9x (emerging-market industries), less a 20 to 35&nbsp;% discount for a private minority stake; no loan, net debt 0; 2,170,000 shares.</p>
+      <div class="card warn" style="margin-top:16px;padding:16px 22px"><p class="t" style="font-size:17px"><b>Ranges, not a valuation or an offer price.</b> Adverse is the honest case (central margin ~47&nbsp;%, plants earn 15 to 25&nbsp;%): with no loan a share keeps some value but loses most of it, and at Thai listed multiples even central is below par. Co-investors need pre-emption, information rights and calls tied to the tranches.</p></div>
    </div>
  </div>
-  <p class="src"><b>Source:</b> share-price.md (October 2026); total-investment.md "Two plans"; revenue-model.md "Operating pictures"; Damodaran industry EV/EBITDA and betas (January 2026), country risk premiums (July 2026), illiquidity discount (2005), venture target returns (2009); ThaiBMA 10-year yield 2.30&nbsp;% (19 October 2026); SET peers via stockanalysis.com (20 October 2026); Civil and Commercial Code ss. 1105, 1117, 1222. Estimates.</p>
+  <p class="src"><b>Source:</b> share-price.md (October 2026); total-investment.md "Two plans"; revenue-model.md "Operating pictures"; Damodaran industry EV/EBITDA and betas (January 2026), country risk premiums (July 2026), illiquidity discount (2005), venture target returns (2009); ThaiBMA 10-year yield 2.30&nbsp;% (19 October 2026); SET peers via stockanalysis.com (20 October 2026); Civil and Commercial Code ss. 1105, 1117, 1120 to 1125, 1222. Estimates.</p>
  <footer class="ft"><span>CNX Vinyl · Investment proposal, Plan B (~215M THB) · Draft for discussion, October 2026</span><span class="pg"></span></footer>
-  <aside class="notes">Before the plant exists a share is worth the cash behind it, so the defensible founding price is par, the same for everyone. At 100 THB a share and the 54M THB equity floor, the 40&nbsp;% is 217,000 shares, about 21.7M THB. Crediting documented phase 0 spending adds 2 to 5&nbsp;%; credit beyond that needs a documented basis. Once the plant runs, market multiples put a share anywhere from nothing in the adverse case to many times par in the central case; a financial investor at venture target returns would pay at most about par today. Hence pre-emption and information rights for the 40&nbsp;%. No loan terms are on file. Sources: share-price.md; revenue-model.md.</aside>
+  <aside class="notes">Before the plant exists a share is worth the cash behind it, so the defensible founding price is par, the same for everyone. The shareholders fund all of Plan B as share capital: at 100 THB the 40&nbsp;% is 868,000 shares, about 86.8M THB, called in instalments against the tranches. Crediting documented phase 0 spending adds about 1&nbsp;%. With no loan, the adverse case keeps 11 to 42 THB of every 100; at Thai listed multiples even the central case is below par; only emerging-market multiples and the favourable case are well above. A financial investor at venture target returns would pay below par. Hence pre-emption, information rights and calls tied to the tranches. Sources: share-price.md; revenue-model.md.</aside>
 </section>

 <!-- 13 -->
@@ -953,9 +953,9 @@ body.pvmode .stage,body.pvmode .ctl{display:none}
    <div>
      <div class="ask" style="display:grid;grid-template-columns:1fr 1fr;gap:44px;align-items:start">
        <div><h3>Now: phase 0</h3><div class="v">1.3M to 2.6M THB</div><p class="s" style="margin-top:8px">~USD 40k to 80k over 3 to 6 months, part of the plan price: the BOI consultant, Thai counsel for the lease, zoning and the shareholders' agreement, a soil test, the quotes.</p></div>
-        <div><h3>On offer to co-investors</h3><div class="v">Up to 40&nbsp;%</div><p class="s" style="margin-top:8px">of the company, beside the lead investor's at least 60&nbsp;%: Ploy Printing, the founders, others. Share price not agreed: par is the default, ranges on slide 13; terms in the shareholders' agreement.</p></div>
+        <div><h3>On offer to co-investors</h3><div class="v">Up to 40&nbsp;%</div><p class="s" style="margin-top:8px">of the company, beside the lead investor's at least 60&nbsp;%: Ploy Printing, the founders, others. At par ~87M THB of the ~217M share capital; price not agreed, ranges on slide 13.</p></div>
      </div>
-      <h3 style="margin-top:24px">Then Plan B at ~215M THB in tranches: share of the investment before the reserve <span class="e">est.</span></h3>
+      <h3 style="margin-top:24px">Then Plan B at ~215M THB, called in tranches: share of the investment before the reserve <span class="e">est.</span></h3>
      <table class="tb tr">
        <tr><th>#</th><th>Trigger</th><th>Covers</th><th class="n">Share</th><th class="n">M THB</th></tr>
        <tr><td>0</td><td>Now</td><td>Phase 0 work</td><td class="n">1 to 2&nbsp;%</td><td class="n">1.3 to 2.6</td></tr>
@@ -977,8 +977,8 @@ body.pvmode .stage,body.pvmode .ctl{display:none}
      </ul>
      <h3 style="margin-top:26px">Decisions for the investor</h3>
      <ul class="list sm">
-        <li>The equity and debt mix within 3:1 (equity at least ~54M THB)</li>
-        <li>The shareholders' agreement: the split of the 40&nbsp;%, board, reserved matters and tranche releases</li>
+        <li>Funded by the shareholders as share capital, no bank loan: the call schedule against the tranches</li>
+        <li>The shareholders' agreement: the split of the 40&nbsp;%, board, reserved matters, calls and tranche releases</li>
        <li>How quotes landing above the plan price are funded</li>
        <li>Each Plan B item weighed against its lever; CD replication before the BOI filing; hedging of the EUR orders</li>
      </ul>
@@ -989,9 +989,9 @@ body.pvmode .stage,body.pvmode .ctl{display:none}
      <div class="u"><div class="h">Revenue then funds</div><div class="x">The second Duplex system (~15.4M THB at the midpoint <span class="e">est.</span>), PV on the PV-ready office roof and canopies (~120 kWp, ~2.4M to 3.1M THB <span class="e">est.</span>), the phase 2 building.</div></div>
    </div>
  </div>
-  <p class="src"><b>Source:</b> business plan B, sections 8.3, 12.2, 14.1 and 14.2; total-investment.md "Two plans" (shareholding); roadmap.md phases 0 to 2. Tranche amounts are the shares applied to Plan B's ~201.6M THB before the reserve (arithmetic). Gates before any order: market validation, the BOI certificate, and land (zoning, lease terms, soil).</p>
+  <p class="src"><b>Source:</b> business plan B, sections 8.3, 12.2, 14.1 and 14.2; total-investment.md "Two plans" (shareholding and funding); roadmap.md phases 0 to 2. Tranche amounts are the shares applied to Plan B's ~201.6M THB before the reserve (arithmetic). Gates before any order: market validation, the BOI certificate, and land (zoning, lease terms, soil).</p>
  <footer class="ft"><span>CNX Vinyl · Investment proposal, Plan B (~215M THB) · Draft for discussion, October 2026</span><span class="pg"></span></footer>
-  <aside class="notes">Now: approve phase 0, about 1.3M to 2.6M THB over three to six months: the BOI consultant, counsel for the lease and the shareholders' agreement, the soil test and the quotes. Then, once validation, the BOI certificate and the land gates clear, a commitment in principle to Plan B at about 215M THB, released in tranches. On offer to co-investors: up to 40&nbsp;%, as the lead investor holds at least 60&nbsp;%; share price not agreed, par the default (slide 13). Decisions: the equity and debt mix within 3:1, the shareholders' agreement, funding quotes that land high. Why not A? It stays on file as the lowest-capital variant. Sources: business plan B, sections 8.3, 12.2 and 14.</aside>
+  <aside class="notes">Now: approve phase 0, about 1.3M to 2.6M THB over three to six months: the BOI consultant, counsel for the lease and the shareholders' agreement, the soil test and the quotes. Then, once validation, the BOI certificate and the land gates clear, a commitment in principle to Plan B at about 215M THB, paid in as share capital in tranches. On offer to co-investors: up to 40&nbsp;%, as the lead investor holds at least 60&nbsp;%; share price not agreed, par the default (slide 13). Decisions: the call schedule, the shareholders' agreement, funding quotes that land high. Why not A? It stays on file as the lowest-capital variant. Sources: business plan B, sections 8.3, 12.2 and 14.</aside>
 </section>

 </div>
@@ -1026,7 +1026,7 @@ const SRC = {
  pv:     "sustainability.md 'What ~520 kWp means on the grid'; business plan B, section 1",
  tl:     "project-timeline.md, Gantt (August 2026 calendar)",
  bp10:   "Business plan B, section 10",
-  sp:     "share-price.md (October 2026): par round, development premium, value per share (Damodaran EV/EBITDA January 2026, SET peers 20 October 2026, illiquidity discount 20 to 35 %), venture-capital method"
+  sp:     "share-price.md (October 2026, all equity: Plan B's ~217M as share capital, net debt 0): par round and call schedule, development premium, value per share (Damodaran EV/EBITDA January 2026, SET peers 20 October 2026, illiquidity discount 20 to 35 %), venture-capital method"
 };
 const DATA = {
  fx: { usdThb: 33, src: "ti" },
@@ -1064,18 +1064,20 @@ const DATA = {
  },
  steam: { biomass: 0.67, electric: 4.9, src: "bio" },
  solar: { used: 633, plant: 1036, share: 61, src: "pv" },
-  /* share price for the 40 %: founding round at par (A), development premium (B), value per share once running (C,
-     floor share count, net debt 162.75M, after a 20 to 35 % illiquidity discount), VC-method price today (D) */
+  /* share price for the 40 %: all equity (user, 20 October 2026: the shareholders fund the whole plant as share
+     capital, no bank loan), so Plan B's ~217M at par 100 THB = 2,170,000 shares, net debt 0. Founding round at par (A),
+     first call at least 25 % on subscription, development premium (B), value per share once running (C, after a 20 to
+     35 % illiquidity discount), VC-method price today (D, first stage 40 to 60 %) */
  share: {
-    par: 100, shares: 542500, equity: 54.25, lead: { sh: 325500, thb: 32.55 }, open: { sh: 217000, thb: 21.7 }, src: "sp",
-    dev: [ { pre: 2.6, price: 105, prem: 4.8, cost40: 22.7 }, { pre: 10, price: 118, prem: 18.4, cost40: 25.7 } ],
-    value: { axis: 2600, src: "sp", rows: [
-      { k: "adv",  label: "Adverse",              sub: "EBITDA 7.6M THB a year",  lo: 0,   hi: 0,    neg: 1 },
-      { k: "norm", label: "Industry-norm margin", sub: "20 % of central revenue", lo: 0,   hi: 290,  x: "up to 2.9x par", faint: 1 },
-      { k: "cen",  label: "Central",              sub: "EBITDA 57.1M THB a year", lo: 126, hi: 1016, x: "1.3x to 10x par" },
-      { k: "fav",  label: "Favourable",           sub: "EBITDA 125.1M THB a year", lo: 508, hi: 2512, x: "5x to 25x par" }
+    par: 100, shares: 2170000, equity: 217, lead: { sh: 1302000, thb: 130.2 }, open: { sh: 868000, thb: 86.8 }, firstCall: 54.25, netDebt: 0, src: "sp",
+    dev: [ { pre: 2.6, price: 101.2, prem: 1.2, cost40: 87.8 }, { pre: 10, price: 104.6, prem: 4.6, cost40: 90.8 } ],
+    value: { axis: 750, ticks: [0, 250, 500, 750], src: "sp", rows: [
+      { k: "adv",  label: "Adverse",              sub: "EBITDA 7.6M THB a year",   lo: 11,  hi: 42,  x: "0.1x to 0.4x par" },
+      { k: "norm", label: "Industry-norm margin", sub: "20 % of central revenue",  lo: 34,  hi: 133, x: "0.3x to 1.3x par", faint: 1 },
+      { k: "cen",  label: "Central",              sub: "EBITDA 57.1M THB a year",  lo: 80,  hi: 314, x: "0.8x to 3.1x par" },
+      { k: "fav",  label: "Favourable",           sub: "EBITDA 125.1M THB a year", lo: 176, hi: 688, x: "1.8x to 6.9x par" }
    ] },
-    vc: { lo: 18, hi: 236, rate: [40, 60], src: "sp" }
+    vc: { lo: 12, hi: 73, adv: [2, 10], rate: [40, 60], src: "sp" }
  },
  gantt: { from: "2026-08-01", to: "2029-07-31", src: "tl", rows: [
    { g: "Phase 0", label: "Market validation",                  s: "2026-08-01", e: "2026-11-29" },
@@ -1238,14 +1240,16 @@ function chSolar() {
  el(s, "text", { x: W - 2, y: 64, "text-anchor": "end", fill: C.mu, "font-size": 14 }, "~" + D.used + " of ~" + D.plant.toLocaleString("en-US") + " MWh");
 }

-/* value of one share once running: a bar per case from the lowest to the highest market multiple, par paid as a dashed line */
+/* value of one share once running (all equity, net debt 0): a bar per case from the lowest to the highest market multiple,
+   par paid as a dashed line */
 function chShare() {
  const s = document.getElementById("chShare"); if (!s) return;
  const S = DATA.share, D = S.value, L = 300, R = 828, T = 36, rh = 94, X = v => L + Math.max(0, v) / D.axis * (R - L);
  const B = T + D.rows.length * rh, nf = v => v.toLocaleString("en-US");
-  for (const t of [0, 500, 1000, 1500, 2000, 2500]) {
+  const tk = D.ticks, tl = tk[tk.length - 1];
+  for (const t of tk) {
    el(s, "line", { x1: X(t), x2: X(t), y1: T - 4, y2: B, class: t ? "gr" : "ax" });
-    el(s, "text", { x: X(t), y: B + 24, "text-anchor": t ? "middle" : "start", "font-size": 14 }, nf(t));
+    el(s, "text", { x: X(t), y: B + 24, "text-anchor": t === 0 ? "start" : t === tl ? "end" : "middle", "font-size": 14 }, nf(t));
  }
  el(s, "text", { x: 0, y: B + 24, "font-size": 14, fill: C.dim }, "THB a share");
  const px = X(S.par);
@@ -1256,11 +1260,6 @@ function chShare() {
    el(s, "text", { x: 0, y: y + 38, fill: C.tx, "font-size": 19, "font-weight": 600 }, r.label);
    el(s, "text", { x: 0, y: y + 63, fill: C.mu, "font-size": 15 }, r.sub);
    el(s, "rect", { x: L, y: y + 44, width: R - L, height: 18, rx: 3, fill: C.track });
-    if (r.neg) {
-      el(s, "rect", { x: L - 1, y: y + 38, width: 6, height: 30, rx: 2, fill: C.negf });
-      el(s, "text", { x: px + 10, y: y + 32, fill: C.neg, "font-size": 16.5, "font-weight": 600 }, "~0: the debt exceeds the plant's value at every multiple");
-      return;
-    }
    el(s, "rect", { x: X(r.lo), y: y + 44, width: Math.max(4, X(r.hi) - X(r.lo)), height: 18, rx: 3, fill: C.acf, "fill-opacity": r.faint ? 0.55 : 0.92 });
    el(s, "text", { x: Math.max(X(r.lo), px + 10), y: y + 32, fill: r.faint ? C.tx2 : C.ac, "font-size": 16.5, "font-weight": 700 }, nf(r.lo) + " to " + nf(r.hi) + " THB \u00b7 " + r.x);
  });