diff --git a/README.md b/README.md index 5d65d10..9037c06 100644 --- a/README.md +++ b/README.md @@ -79,7 +79,11 @@ steps are open planning items. **Plan A, ~182M THB** (~2M above 180M since steam went biomass), the launch plant with six cost levers, and **Plan B, ~217M THB**, the same launch plant with everything in. **The main investor wants to go with - Plan B** (19 October 2026); the investor deck leads with it. + Plan B** (19 October 2026); the investor deck leads with it. The main + investor holds **at least 60 % of the company**, so at most 40 % is for + sale to co-investors (Ploy Printing, the founders, others; + [shareholding](docs/finance/total-investment.md#two-plans-a-at-180m-thb-and-b-at-215m-thb-october-2026), + 20 October 2026). Chinese boilers, compressor and hydraulics save about 2M THB of that ([Chinese suppliers](docs/suppliers/china-utilities.md)). The business plan is re-based on it (draft 0.2). diff --git a/docs/boi.md b/docs/boi.md index bcfdc01..ea6b49d 100644 --- a/docs/boi.md +++ b/docs/boi.md @@ -72,7 +72,10 @@ the battery, if it qualifies), not on "we press plastic discs." imported, ~2.5M USD at the midpoint (figures re-based October 2026; the earlier ~2.75M was the superseded start fleet). - **100% foreign ownership** of the promoted manufacturing company, - overriding Foreign Business Act restrictions for the promoted activity + overriding Foreign Business Act restrictions for the promoted activity. + The intended split: the main investor holds at least 60 %, at most + 40 % goes to co-investors (user, October 2026; + [total investment](finance/total-investment.md#two-plans-a-at-180m-thb-and-b-at-215m-thb-october-2026)) - **Land ownership** for the promoted operation despite foreign shareholding, plus a small allowance for office/residential use; note the privilege is tied to the promotion, which matters for the buy-vs-lease diff --git a/docs/business-plan/CNX-Vinyl-Business-Plan-A.docx b/docs/business-plan/CNX-Vinyl-Business-Plan-A.docx index 32be408..9adefa6 100644 Binary files a/docs/business-plan/CNX-Vinyl-Business-Plan-A.docx and b/docs/business-plan/CNX-Vinyl-Business-Plan-A.docx differ diff --git a/docs/business-plan/CNX-Vinyl-Business-Plan-A.pdf b/docs/business-plan/CNX-Vinyl-Business-Plan-A.pdf index 521200e..61b0600 100644 Binary files a/docs/business-plan/CNX-Vinyl-Business-Plan-A.pdf and b/docs/business-plan/CNX-Vinyl-Business-Plan-A.pdf differ diff --git a/docs/business-plan/CNX-Vinyl-Business-Plan-B.docx b/docs/business-plan/CNX-Vinyl-Business-Plan-B.docx index 0981c65..0b551fc 100644 Binary files a/docs/business-plan/CNX-Vinyl-Business-Plan-B.docx and b/docs/business-plan/CNX-Vinyl-Business-Plan-B.docx differ diff --git a/docs/business-plan/CNX-Vinyl-Business-Plan-B.pdf b/docs/business-plan/CNX-Vinyl-Business-Plan-B.pdf index 2d387d8..2c492fe 100644 Binary files a/docs/business-plan/CNX-Vinyl-Business-Plan-B.pdf and b/docs/business-plan/CNX-Vinyl-Business-Plan-B.pdf differ diff --git a/docs/business-plan/build/content_a.py b/docs/business-plan/build/content_a.py index 6e51e7a..a666b51 100644 --- a/docs/business-plan/build/content_a.py +++ b/docs/business-plan/build/content_a.py @@ -373,7 +373,9 @@ def blocks(): "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 " "the plant's jackets and sleeves, has expressed the intention to invest alongside the lead " - "investor. Terms are not yet discussed; the intended structure is described in section 12.", + "investor. The lead investor holds at least 60 % of the company, so at most 40 % is open to " + "Ploy Printing, the founders and any further co-investor. Terms are not yet discussed; the " + "intended structure is described in section 12.2.", ]), # ----------------------------------------------- 2 reading guide diff --git a/docs/business-plan/build/content_c.py b/docs/business-plan/build/content_c.py index 4cc6e3d..e71abc5 100644 --- a/docs/business-plan/build/content_c.py +++ b/docs/business-plan/build/content_c.py @@ -1121,20 +1121,27 @@ def blocks(): "plus 1 to 2 for the cassette and CD-R lines from launch.") + " A process engineer from abroad can be employed on a BOI work permit (section 7)."), H2("12.2 Ownership and structure"), - P("Amounts and percentages are not yet agreed and are deliberately left open here. The intended " - "structure is:"), + P("The main investor holds **at least 60 %** of the company, so at most **40 %** is for sale to other " + "shareholders (decided by the main investor, October 2026). Amounts, the share price and the split " + "of the 40 % are not yet agreed. The intended structure is:"), B([ "**One Thai limited company** holds the plant, the lease, the equipment and the BOI promotion. BOI " "promotion permits 100 % foreign ownership of the promoted manufacturing activity, so the " "shareholding can be set on commercial terms rather than to satisfy the Foreign Business Act.", - "**Shareholders:** the lead investor; Ploy Printing as strategic co-investor; and the founders. " + "**Shareholders:** the lead investor with at least 60 %; within the remaining 40 % at most, Ploy " + "Printing as strategic co-investor, the founders and any further co-investor. " "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).", + " (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).", "**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.", @@ -1257,13 +1264,15 @@ def blocks(): "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 shareholder structure with Ploy Printing and the founders; hedging of the EUR orders.", + "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 " "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 " "application is finalised; the biomass fuel contracts; the shareholder structure " - "with Ploy Printing and the founders; hedging of the EUR orders.")], + "within the 40 % open to co-investors (Ploy Printing, the founders, others; the lead " + "investor holds at least 60 %); hedging of the EUR orders.")], ["Later", pick( "Revenue-funded growth: the second Duplex system (~USD 230k to 300k for the press system; " "~15.4M THB at the midpoint with its chiller module, freight and working capital, estimate), " diff --git a/docs/finance/total-investment.md b/docs/finance/total-investment.md index e483f8c..bba1a04 100644 --- a/docs/finance/total-investment.md +++ b/docs/finance/total-investment.md @@ -138,6 +138,20 @@ Plan B is the proposal from here on: the investor deck leads with it, and Plan A stays as the comparison, the version with the lowest launch capital. Nothing in either plan's figures changes with that choice. +**Shareholding (user, 20 October 2026): the main investor holds at least +60 % of the company** that holds the plant and the BOI promotion, so at +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). + Decided (user, October 2026): the business plan comes in **two versions** for the investor, built from the same documents: