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.

docs/business-plan/build/content_a.py

@@ -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 "

docs/business-plan/build/content_b.py

@@ -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 "

docs/business-plan/build/content_c.py

@@ -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 "