All-equity funding: shareholders fund the whole plant
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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.
This commit is contained in:
grabowski committed 2026-10-20 17:17:18 +07:00
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@@ -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 "