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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.
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@@ -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.
docs/finance/total-investment.md
+18 -8
View File
@@ -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: