cnx_vinyl/docs/finance/share-price.md

# Share price for the 40 % on offer: market-based ranges (October 2026)

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. 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, 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)
(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. 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,
  operating profit -0.55 / 1.24 / 3.50M USD (adverse / central /
  favourable). The central EBITDA margin (~47 %) is far above the 15 to
  25 % pressing plants earn, so **the adverse column is the honest one**;
  the central column is used here only with that caveat.
- **Calculator, preset planB** ([fleet-calculator.html](../fleet-calculator.html),
  read 20 October 2026): ten-year cumulative cash -6.56M to +12.92M USD,
  cash payback in year ~4.2, IRR ~22 % (22.2 %), NPV ~4.7M USD (4.68M).
  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, 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, 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, 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.
- **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, 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).
- **Section 1194** (amended 2008): a special resolution needs **three
  quarters of the votes of the shareholders present and entitled to
  vote**. A 60 % holder alone therefore cannot pass one when the 40 %
  attends: capital increases, in-kind allotments after formation and
  changes to the memorandum or articles need part of the 40 %.

## Market data

Checked 20 October 2026. Damodaran files are the January 2026 release
(dated 5 January 2026) under
`https://pages.stern.nyu.edu/~adamodar/pc/datasets/`, read with pandas.

| Item | Value | Source | Data date |
|---|---|---|---|
| EV/EBITDA, Emerging Markets, firms with positive EBITDA | Packaging & Container **13.3x** (341 firms); Entertainment 14.9x; Machinery 25.0x; Chemical (Specialty) 16.0x; Total Market 12.3x | Damodaran, [vebitdaemerg.xls](https://pages.stern.nyu.edu/~adamodar/pc/datasets/vebitdaemerg.xls) | 5 Jan 2026 |
| EV/EBITDA, Global (cross-check) | 9.6x; 18.7x; 16.9x; 13.1x; 14.7x (same order) | [vebitdaGlobal.xls](https://pages.stern.nyu.edu/~adamodar/pc/datasets/vebitdaGlobal.xls) | 5 Jan 2026 |
| P/E, aggregate market cap / net income of money-making firms, EM (cross-check) | 18.9x; 18.8x; 35.7x; 24.8x; 16.6x | [peemerg.xls](https://pages.stern.nyu.edu/~adamodar/pc/datasets/peemerg.xls) | 5 Jan 2026 |
| P/E, same basis, Global | 16.2x; 27.8x; 27.9x; 21.9x; 20.3x | [peGlobal.xls](https://pages.stern.nyu.edu/~adamodar/pc/datasets/peGlobal.xls) | 5 Jan 2026 |
| Unlevered beta corrected for cash, EM | **0.61**; 1.22; 1.50; 1.11; **0.85** | [betaemerg.xls](https://pages.stern.nyu.edu/~adamodar/pc/datasets/betaemerg.xls) | 5 Jan 2026 |
| Unlevered beta corrected for cash, Global | 0.58; 0.98; 1.33; 1.04; 0.83 | [betaGlobal.xls](https://pages.stern.nyu.edu/~adamodar/pc/datasets/betaGlobal.xls) | 5 Jan 2026 |
| Thailand equity risk premium | **6.18 %** = mature market 4.20 % + country risk premium 1.98 % (Moody's Baa1, rating-based default spread 1.27 %); January 2026 file: 6.30 %; CDS-based alternative 5.04 % | Damodaran, [ctrypremJuly26.xlsx](https://pages.stern.nyu.edu/~adamodar/pc/datasets/ctrypremJuly26.xlsx) | 1 Jul 2026 (spreads corrected 9 Jul) |
| Thai corporate income tax | 20 % | same file, "Country Tax Rates" | 2025 |
| Thai government bond yield, 10 years | **2.30 %** | ThaiBMA, [government bond yield curve](https://www.thaibma.or.th/compositerpt/GovYieldCurve.aspx) | 19 Oct 2026 |
| Illiquidity discount (DLOM) | Restricted-stock studies **25 to 35 %** (Maher 35.4 % mean, 1969 to 1973; Silber 33.75 % median, 1981 to 1988; Johnson 20 %); after controlling for issuer differences Bajaj et al. ~7 %; pre-IPO transactions ~45 % (Emory), 32 to 75 % (Willamette); conventional practice 20 to 30 %; McCord v. Commissioner (2003): court accepted 20 % | Damodaran, [Marketability and Value: Measuring the Illiquidity Discount](https://pages.stern.nyu.edu/~adamodar/pdfiles/papers/liquidity.pdf), pp. 17, 28 to 30, 35 to 36 | July 2005 |
| 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. 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, 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 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; **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
  (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 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, all equity (estimate)

| 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 % |
|---|---|---|---|---|---|---|
| 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 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 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) | 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 |

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 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) | 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) |

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 -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) |

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 (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 6.1 % | CAPM 7.5 % |
|---|---|---|---|---|
| 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 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

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 % 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 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 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 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), 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.
- **Taxes and BOI**: EV/EBITDA is a pre-tax measure; the calculator is
  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. 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 the call and forfeiture mechanics in the articles and how
  BOI counts in-kind capital.