Background and Major Developments
Carabao Tawandang Company was established and incorporated on 22nd August 2001 in order to conduct its major business of manufacturing and distributing energy drinks under the name “Carabao Dang” along with other beverages. The initial capital at the time of its incorporation was one million Baht. Carabao Tawandang Co. Ltd. launched its energy drink products under the "Carabao Dang" trademark on 28th October 2002. The name “Carabao Dang” comes from the Group’s association with the band “Carabao”, combined with German Tawandang Brewery Restaurant and is marketed with the slogan “ Carabao Dang: The Fighting Spirit.”
With the continual and consistent growth of the business, the group of shareholders foresaw the need to expand our strategies for an integrated business model, ranging from the production and marketing to the distribution of energy drinks and other beverages to the consumers satisfaction.
The Company was registered as a limited company in Thailand on 28 August 2013, and registered its conversion to a public limited company on 8 July 2014. As of now we are ready to be listed in the Stock Exchange of Thailand on November 21, 2014.
The business vision of Carabao Group Public Company Limited (CBG or the Group ) and its subsidiaries, which consist of
- Carabao Tawandang Co., Ltd.
( CBD )
- Tawandang DCM Co., Ltd.
( DCM )
- Asia Pacific Glass Co., Ltd.
( APG )
- INTERCARABAO LIMITED
( ICUK )
Major Developments of the Group
CBD built a new can filling factory at Bangpakong, Chachoengsao province pursuant to the Executive Committee’s meeting held on 11 August 2016. The can filling factory was expected to accommodate up to 6 production lines. CBD in this respect invested to install 2 new production lines and consequently expanded its can filling production capacities to approximately 800 cans per annum in the initial phase.
APG expanded the amber glass factory at Bangpakong district, Chachoengsao province pursuant to the Executive Committee’s meeting held on 11 August 2016. Such expansion allowed APG to lift its installed capacities to 620 tons of molten glass per day or equivalent to the amber glass container of energy drinks under Carabao Dang trademark of approximately 1,300 million bottles per annum.
CBG made investments in partnership with ICSG to invest and hold shares in ICUK, a company principally engaged in marketing, selling and distributing energy drinks under Carabao trademark in the United Kingdom as a result of the Executive Committee’s meeting held on 11 August 2016. Such equity investments were made indirectly through the 2 newly established subsidiaries of the Company, namely CHHK and CVHLUX.
CVHLUX entered into a contract to sponsor the English Football League in the United Kingdom for 3 seasons starting from 2017 in strategic move to further brand association of the products in terms of quality and image with sports and world class football club.
The number of distribution centers reached 30 units with a fleet of 337 cash vans in operations.
On May 12, CBG was selected to the MSCI Global Small Cap Indexes (effective May 29, 2015).
On July 7, CBG received the “Most Improved Investor Relations” from Alpha South East Asia in the event of the 9th Annual Best Financial Institution Awards & the 5th Annual Corporate Awards 2015.
CBG was added to the SET50 Index of The Stock Exchange of (effective July 1 until December 31, 2015).
In November, CBG signed an agreement to become 1 out of 3 Principal Partners of Chelsea FC, the world’s premiere league football club, on par with the other 2 Principal Partners, Adidas active wear and Yokohama manufacturer of automobile tyre. The agreement for 3 consecutive seasons, beginning year 2016, will bring the Group’s logo to worldwide brand recognition, which is in-line with the Group’s business strategy to increase its export revenue.
CBG established regional distribution centers for the operation of cash van. At the year-end 2015, the Group has opened and operated 9 distribution centers.
CBD installed a Krones production line with a maximum production capacity of 350 million bottles per year, resulting in an increase of maximum production capacity from 850 million bottles per year to 1,200 million bottles per year.
CBD readjusted two existing bottle packaging conveyors that have a maximum production capacity of 120 million bottles per year to be used for the packaging of electrolyte drinks. This resulted in CBD has the remaining production capacity of bottled energy drinks was 1,080 million bottles per year and the maximum production capacity for electrolyte drinks was 120 million bottles per year.
In May, CBD launched its electrolyte drinks under the "Start Plus" trademark in Thailand.
Prior to the initial public offering, the board of directors meeting No. 6/2014 held on 30 June 2014 resolved to approve the payment of interim dividend to existing shareholders of the Company in the amount of Baht 279.0 million. The effects of such dividend payment on the Company's financial position are disclosed in Section 2.4 Chapter 16: Management Discussion and Analysis.
The Company increased its registered capital by Baht 230.0 million by issuing 2.3 million ordinary shares, each at a par value of Baht 100.0. Thus, registered capital of the Company was increased from Baht 620.0 million to Baht 850.0 million. The objectives of the capital increase were to (1) the Group's restructuring by acquiring additional 30 percent of shares in CBD thus resulting in the Company holding 100 percent of shares in CBD (Details of the restructure are in Section 2.3 Chapter 14: Related Party Transactions; and (2) to pay up the capital of APG in an amount of Baht 140.0 million for the construction of the amber glass bottle manufacturing factory.
Carabao Group Co., Ltd. was converted to a public limited company and changed its name to "Carabao Group Public Company Limited". The par value of the shares has been changed from Baht 100.0 per share to Baht 1.0 per share. The Company also decided to issue no more than 150.0 million new ordinary shares for public offering (Details on capital restructuring are in Section 2, Chapter 9: Information on Securities and Shareholders)
In August, APG's amber glass bottle factory commenced its commercial operation.
CBD installed two additional bottle packaging conveyors, totaling a maximum production capacity of 120 million bottles per year, thus resulting in an increase of maximum capacity from previously 730 million bottles per year to 850 million bottles per year. The increase was to support the growth of its business of manufacturing, marketing and selling energy drinks.
CBD installed one can packaging conveyor, resulting in an increase of maximum production capacity by 145 million cans per year, or an increase from 205 million cans per year to 350 million cans per year.
The shareholders recognize the importance of procuring amber glass bottles. As a result, APG, which was a company established by the existing shareholders on 23 September 2005, was used to operate the business of manufacturing, and procuring glass bottles. APG's registered capital was increased from the initial registered capital of Baht 100.0 million, divided into 1.0 million ordinary shares with the par value of Baht 100.0 each to Baht 450.0 million, divided into 4.5 million ordinary shares with the par value of Baht 100.0 each. The registered capital of Baht 450 million was fully paid up in 2014. APG is the owner of a title over a land in Bang Samak Phimpa Sub-District, Bang Pakong District, Chacheungsao Province. APG will use such land in the construction of its amber glass bottle manufacturing factory.
APG obtained a Promotion Certificate No. 2326 (4)/2556 from the BOI, under which APG is entitled to tax benefits and other benefits for the manufacture of glass bottles as specified in such Promotion Certificate.
CBD increased its registered capital by Baht 100.0 million by issuing 1.0 million new ordinary shares, each with a par value of Baht 100.0, resulting in an increase in the registered capital from Baht 200.0 million to Baht 300.0 million.
In order to prepare to be listed on SET, the shareholders, Mr. Sathien Setthasit, Miss Nutchamai Thanombooncharoen and Mr. Yuenyong Opakul, incorporated Carabao Group Co., Ltd. (the "Company" or "CBG") as a holding company on 28 August 2013 with the initial registered capital of Baht 1.0 million, divided into 10,000.0 ordinary shares with the par value of Baht 100.0 each. Subsequently, the Company carried out the restructure of the Group by continuously increased its registered capital for acquiring shares in all three subsidiaries, namely CBD, DCM, and APG from the existing shareholders of each subsidiary at that time at the par value for 70%, 100% and 100% respectively (Details of the Group restructuring are in Section 2.3 Chapter 14: Related Party Transactions). As a result, as of 31 December 2013, the Company's registered capital was Baht 620.0 million, divided into 6.2 million ordinary shares, each with a par value of Baht 100.0.
DCM was incorporated with the initial registered capital of Baht one million, divided into 10,000.0 ordinary shares, with the par value of Baht 100.0 per share. Subsequently, the registered capital was increased by Baht 99.0 million, divided into 990,000.0 shares, with the par value of Baht 100.0 per share, resulting in an increase of registered capital of DCM from Baht 1.0 million to Baht 100.0 million in order to operate the core business of managing domestic distribution of drinks.
CBD officially appointed DCM as the distribution manager for all of CBD's products in place of third party distributors.
CBD added two bottle packaging conveyors, totaling a maximum production capacity of 182 million bottles per year, or an increase in the maximum production capacity from 548 million bottles per year to 730 million bottles per year.
CBD added another can packaging conveyor, resulting in an additional maximum production capacity of 88 million cans per year, or an increase from the maximum production capacity of 117 million cans per year to 205 million cans per year.
CBD installed a can packaging conveyor with a maximum production capacity of 117 million cans per year.
CBD started export of energy drinks.
CBD increased its registered capital by Baht 70.0 million by issuing 700,000.0 ordinary shares with the par value of Baht 100.0 each, causing the registered capital to increase from Baht 130.0 million to Baht 200.0 million in order to expand its production capacity by installing an additional three production lines, totaling a maximum production capacity of 273 million bottles per year. As a result, CBD has increased its maximum capacity from originally 275 million bottles per year to 548 million bottles per year.
The Group won the Media & Marketing Magazine Asian Brand Marketing Effective Awards and Popular Vote from Marketing Association of Thailand for the television advertisement campaign used in the launch of Carabao Dang in 2002.
CBD increased its registered capital by Baht 99.0 million by issuing 990,000.0 ordinary shares with the par value of Baht 100.0 each, resulting in an increase of registered capital from Baht 1.0 million to Baht 100.0 million. There was another increase of capital by Baht 30.0 million, divided into 300,000.0 ordinary shares, each at a par value of Baht 100.0. The registered capital was thus increased from Baht 100.0 million to Baht 130.0 million. The objective of the capital increase was to purchase machines required in the manufacturing of energy drinks and to be used as working capital.
The Carabao Dang manufacturing factory is located in Bangpriang Sub-district, Bangbo District, Samut Prakan Province. The factory commenced its commercial operations having three production lines, with a maximum production capacity of 275 million bottles per year.
In October, CBD launched an energy drink under the "Carabao Dang" trademark. At that time, CBD appointed a local distributor to be the exclusive domestic distributor of Carabao Dang.
CBD was incorporated with the initial registered capital of Baht 1.0 million, consisting of 10,000.0 ordinary shares with the par value of Baht 100.0 each. The company was a joint investment among Mr. Sathien Setthasit, Miss Nutchamai Thanombooncharoen, and Mr. Yuenyong Opakul (Aed Carabao) to operate the business of manufacturing, marketing, and selling energy drinks.
CBD commenced the installation of machines in its energy drink manufacturing factory.