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Checklist Warrant-RO
Right Offering of Warrant and
Rights Issue of New Shares reserved for warrants conversion (“Reserved Shares”)
Issuing Company (“Company")Bangkok dec-con Public Company Limited
� Being a listed company on the stock Exchange of (“Listed Company”)
� Being a public company, which duty isbound pursuant to Section 56 (“Non-listed Company”)
Details of Warrant
- Name of warrant (if any) : Warrants to purchase ordinary shares of Bangkok dec-con Public
Company Limited No.1 (“BKD-W1”)
- Offered for sale to The Company’s existing shareholders whose names appear on the share
register book
on the record date on August 19, 2014, and to collect the names of entitled shareholders under
Section 225 of the
Securities and Exchange Act by closing register book on August 20, 2014
- Warrants offering date: August 28, 2014 -End of warrant maturity: February 27, 2016
- Number of warrant: 349,997,473 units - Last exercise date: February 27, 2016
- Offering price: 0 Baht - Number of reserved shares: 174,998,737 shares
- Exercise ratio: 2 unit of warrant per 1 ordinary share -Exercise price: Bt 3.50 per shares
Checklist
Fully Meet
The criteria1
References
Item/Page
1. Features of warrant
1.1 Proportion of reserved shares to total issued shares of the
Company is � ≤ 50%
�
Terms on
Rights and
Duties Pg.4
Item 2.1
1 Identify N/A if the prevailing criteria is not applicable with the Company
Checklist
Fully Meet
The criteria
References
Item/Page
� > 50% only for issuance of warrant in either one of the following cases,
for which waiver has been given by the Office of the SEC before the offering as
per letter no. …..dated…..
(1) The company is in the conditions that need financial assistance
(2) It is intended for the Company/s debt restructuring
(3) It is deemed necessary and proper for the benefits of the
Company and the shareholder as a whole
1.2 The warrant has definite maturity, being < 10 years commencing
from the warrant issuing date (August 28, 2014)
� Terms on
Rights and
Duties Pg.4
Item 2.1
1.3 Definite exercise price and ratio are specified. � Terms on
Rights and
Duties Pg.4
Item 2.1
1.4 Certain period is specified for expressing intention of the last
exercise, i.e. > 15 days before the exercise date.
� Terms on
Rights and
Duties Pg.5-6
Item 2.2
1.5 Certain period of time is specified for exercising the right to buy
reserved shares within warrant maturity
� Terms on
Rights and
Duties Pg.5-10
Item 2.2
2. Invitation notice of the shareholders’ meeting, containing at least the
data below:
2.1 Preliminary data of warrants such as
- Tentative exercise price and ratio
- Exercise period
- Last exercise date
- Rationale for newly issued shares to reserved for rights adjustment
- Other, please indicate
� Invitation
notice of the
sharehoders’
meeting
Pg.24-27
2.2 Dilution effects, please indicate
-price dilution
-Earning dilution or control dilution
� Invitation
notice of the
sharehoders’
meeting Pg.26
Checklist
Fully Meet
The criteria
References
Item/Page
2.3 Allocation of warrants
� Invitation
notice of the
sharehoders’
meeting
Pg.24
2.4 Other, please indicate
3. Resolutions of the shareholders1 meeting and resolution tenure
3.1The Company has obtained a resolution from the shareholders’ meeting
to issue reserved shares in an adequate amount.
� Agenda 5
Pg. 5
3.2 The Company has completed the allocation of warrants within 1 year
from the date of the shareholders’ meeting resolution has been made
� Warrants
offering date:
August 28, 2014
The shareholder
meeting/s
resolution was
given on August
8, 2014
4. Covenants of warrant containing at least the data below :
4.1 Feature of warrants as follows:
(1) Maturity of warrants, 1 years and 6 months
(2) Warrants offering price and exercise price
(3) Warrants exercise ratio
(4) Warrants exercise method , e.g. exercise every final day of each quarter
(5) Other significant data, please indicate
� Terms on
Rights and
Duties Pg.4-5
Item 2.1
4.2 Rationale, conditions and procedures pertaining to the amendment to
the warrant covenants
� Terms on
Rights and
Duties
Item 13
4.3 Compensation for damage to be obtained by warrant holders in case
the Company fails to allocate reserved shares, which shall be the difference
between the share market price and the exercise price.
� Terms on
Rights and
Duties
Item 4
Checklist
Fully Meet
The criteria
References
Item/Page
4.4 Protection of warrant holders as follows:
(1) In case of call warrants, the Company warrants and represents that all
covenants pertaining thereto:
(a) is fair and clear, and the call warrants is on reasonable grounds of any
incidents or actions and beyond any individuals’ control.
(b) require that the Company shall call warrants only under the certain
circumstances as specified
(c) require that there are measures in place to ensure all warrant
holders/acknowledgment and awareness of such call provision
(2) Rationale and condition in the right adjustment and the calculation method
are specified,
(a) When there is a change in the par value of the Company as a result of share
merge or split.
(b) When the Company offers to sell its newly issued shares at the price lower
than the market price.
(c) When the Company offers to sell its CD or warrant at the price lower than the
market price.
(d) When the Company pays dividend wholly or partially in form of share
dividends to the shareholders.
(e) When the Company pays dividend in monetary form in the amount exceeding
that specified in the covenant
(f) When there is any other case arising in the same manner as (a) -(e) above that
will cause the consideration to the warrant holders, who exercise their warrants
to become inferior to that earlier specified.
In case of events as prescribed in (b) and (c) above, the Company has specified
the discount rate from the market price of the ordinary shares and calculation
method of the offering price and the market price of the ordinary shares in the
covenant.
-
�
Terms on
Rights and
Duties
Pg. 12-20
Item 5
Checklist
Fully Meet
The criteria
References
Item/Page
(However, a waiver has been granted by the Office of the SEC to the Company
before the offering of warrants if the Company does not make right adjustment,
in the case that such scenario in (a) - (f) arises, pursuant to the regulator/s letter
no…………dated………………………..)
Terms on
Rights and
Duties
Pg. 12-20
Item 5
5. Required process after the offering of warrant
5.1 The Company has stated in the offering of warrant that right
adjustment shall be made by either one of the following methods :
(1) Adjustment of exercise price and ratio, or
(2) Adjustment of exercise price together with new warrant issue to substitute
for the adjustment of exercise ratio.
If issuance and offering of additional reserved shares are required, the Company
shall seek approval from the Office of the SEC by filing to the Office together
with the shareholder meeting/s resolution for the issuance of reserved shares in
an adequate amount for the right adjustment.
� Terms on
Rights and
Duties
Pg. 12-20
Item 5
5.2 The Company has stated in the offering of warrant that the warrant
maturity shall not be extended and the exercise price and ratio shall not be
changed, unless it is in the case of right adjustment pursuant to clause 4.4 (2).
� Terms on
Rights and
Duties
Pg.16
Item 5. (8)
We, on behalf of the Company, hereby acknowledge and observe in all respects the conditions
pursuant to the Notification of the Capital Market Supervisory Board regarding the request and the grant
of approval for the company to offer for sale of warrants and shares reserved for the exercise of warrants.
For any amendment to the covenants of the warrants after the warrants offering, the Company shall
undertake to ensure the compliance with the covenants and shall not perform in contradiction to the
provisions of the Notification of the Capital Market Supervisory Board. The Company shall inform the
Office of the SEC in writing of such amendment within 15 days from the amendment date. We certify that
all the information contained herein iscorrect and true in all respects.
......................................................... .........................................................
(Miss Kanoknart Ratanasuwanachart ) (Mrs.Napassorn Thipakkarayod)
Director Director
Authorized directors of the Company seal the Company affix (if any)
Remark
The offering for sale of newly issued securities at discount means the offer to sell the newly
issued securities in any of the following cases :
1. The offering to sell the newly issued shares, which the offering price as specified in Clause 1 is
at the discount of more than 10.00% of the market price.
2. The offering to sell the warrants and the newly issued shares reserved for the exercise of
warrants, which the offering price as specified in Clause 1 is at the discount of more than 10.00% of the
marketprice
3. The offering to sell the convertible debenture, which the offering price as specified in Clause 1
is at the discount of more than 10.00% of the market price
1. Calculation of the offering price
1.1 In case of offering to sell the ordinary shares, offering price is determined by the price that
offered to the public.
1.2 In case of offering to sell the warrants, offering price is determined by the offering price of
warrant plus the exercise price to purchase ordinary shares
1.3 In case of offering to sell the ordinary shares simultaneously with warrants, offering price is
determined by the following formula:
((Ps) (Qs)) + ((Pw)(Qw)) + ((Ep)( Qx))
Qs + Qx
Where
Ps = the offering price of ordinary share
Qs = number of the offering shares
Pw = the offering price of warrant
Qw = number of the offering warrant
Ep = the exercise price to purchase ordinary shares
Qx = number of shares to be received from the exercise of warrants
1.4 In case of offering to sell the convertible debenture, offering price is determined by the
offering price of convertible debenture divided by conversion ratio.
2. Calculation of market price is determined by any of the following criteria.
2.1 Weighted average market price, either closed price or average price, of shares of not less
than 7 consecutive business days, but not more than 15 consecutive business days prior to the date of
determination of the offer price
The date of determination of the offering price is specified as follows :
a) The date that the Board of Directors of the Company resolves to propose the offering for sale
of warrants and the reserved shares at discount to the shareholders for approval or;
b) The date that the shareholders approve the offering for sale of newly issued shares at
discount or ;
c) The first date that the securities are offered to the investor or ;
d) The date that the investors obtain the right to subscribe the newly issued ordinary shares
In case the weighted average market price as specified in Clause 2.1 is not applied, the
appropriateness and reasons of not using such the price shall be clearly provided.
2.2 The price determined the comparison of demand and supply for the offered securities i.e.
bookbuilding.
2.3 Fair value of securities evaluated by the financial advisor, who is in the approved list of the
Securities and Exchange Commission. In this case, material assumptions used in the valuation shall be
clearlyprovided.
Documents to be Submitted Together with Checklist of Right Offering of Warrant
And Newly Issued Reserved Shares
Document to be sent together with checklist
Available/
Not available
Remarks
1. Report on result of rights offering of warrants and reserved
shares
�
2. Invitation notice of the shareholders/ meeting to resolve the
issuance and offering of warrants and reserved shares
�
3. Resolution of the shareholders/ meeting to approve the issuance
and offering of warrants and reserved shares
�
4. Warrant covenants �
5. Details of the calculation of reserved shares �
6. Details of the calculation of dilution effects �
7. Letter of the Office of the SEC informing the waiver of warrants
issuance in excess of 50% (if any)
-
8. Waiver letter issued by the Office of Securities and Exchange
Commission regarding the occurrence of events, which the
Company shall not adjust the right of warrants (if any)
-
Note
Every page of the above documents has to be signed by the authorized directors.
Warrant Covenants of Rights ang Duties of the Issuer and Warrant Holders to
Purchase Ordinary Shares Issued and Offered to Existing Shareholders
Bangkok Dec-Con Public Company Limited
Warrant Covenants of Rights and Duties of the Issuer and Warrant Holders to
Purchase Ordinary Shares Issued and Offered to Existing Shareholders
Bangkok Dec-Con Public Company Limited
The Warrant Covenants to purchase ordinary shares of Bangkok dec-con Public Company
Limited No.1 which are allocated to the existing shareholders (“Warrant No.1” or “BKD-W1”) are issued
by Bangkok dec-con Public Company Limited according to the resolution of the Extraordinary General
Meeting of Shareholders No. 1/2017 held on August 8, 2014
The Warrant Holders shall be entitled to the rights as described in the Warrant Covenants.
The Issuer and Warrant Holders shall be bound by the Warrant Covenants in all respects and it shall be
deemed that the Warrant Holders fully acknowledge and understand all the terms and conditions set
forth. The Issuer shall arrange to keep a copy of the Warrant Covenants at the issuer’s head office in case
the Warrant Holders request to inspect a copy of the Warrant Covenants and other contracts during the
Issuer's business hours.
1. Definition
All terms and phrases used in these Warrant Covenants shall bear the meanings as below:
Warrant Covenants means The covenants with regards to the rights and duties of
the Issuer and Warrant Holders to purchase ordinary
shares of Bangkok dec-con Public Company Limited
No.1 which are allocated to existing shareholders
(“Warrant No.1” or BKD-W1) (including the applicable
amendments thereto)
Warrant means Named and transferable Warrants to purchase ordinary
shares of Bangkok dec-con Public Company Limited No.1
allocated to existing shareholders.
Certificate Representing Warrant means A certificate issued by Thailand Securities Depository
Company Limited representing the Warrants to purchase
ordinary shares of Bangkok dec-con Public Company
Limited.
The Company or Issuer means Bangkok dec-con Public Company Limited.
Warrant Holder means Holders of Warrants to purchase ordinary shares of the
Company, including holders of the Certificate
Representing the Warrants to purchase ordinary shares
of the Company
SEC means The Securities and Exchange Commission
Business Day means The days on which commercial banks in Bangkok
operate as usual, except Saturday or Sunday or any
bank holiday as announced by the Bank of Thailand.
Announcement Tor Jor 34/2008 means Notification on Capital Market Commission Tor. Jor
34/2008 Re: Authorization and Permission to Offer
Warrants to Purchase the Newly Issued Shares and the
Underlying Shares for the Warrants.
SET means The Stock Exchange of Thailand
TSD means Thailand Securities Depository Company Limited
Issue Date means August 28, 2014
The exercise date means Warrant holders can exercise their rights to purchase
the Company’s ordinary shares on the every June 30 of
every year throughout one (1) years and six (6) months
from the issuance date (“Exercise Date”). The first
exercise date is June 30, 2015 and the final Exercise Date
is February 27, 2016. If exercise date falls on a day which
is not a business day then that particular exercise date
shall be moved up to the business day prior to such
exercise date.
Period for notification of means As mentioned in Clause 2.2.2
intention to exercise the
warrant
2. The detail of the Warrants
Warrants to purchase the Company’s ordinary share No.1 (“Warrants No.1” or “BKD-W1”) in the amount
of not exceeding 350,000,000 units to existing shareholders of the company at the ratio of 2 existing
shares to 1 unit of Warrant No.1
2.1 Nature of the Warrants
Issuer Bangkok dec-con Public Company Limited
Address 52/3 Moo 8, Bangbuathong-Supanburi Rd., Lahan, Bangbuatong,
Nonthaburi 11110 Tel: 02-925-5777 Fax: 02-925-5778
Type of Warrant The Warrant to purchase ordinary shares of Bangkok dec-con Public
Company Limited No.1 which will be allocated to the existing
shareholders (“Warrant No.1” or “BKD-W1”)
Category of Warrant Named and transferable Warrant to purchase ordinary shares of Bangkok
dec-con Public Company Limited
Number of Warrant 350,000,000 units
Underlying Share 175,000,000 shares
Offering Method Allocation to existing shareholders as the ratio of 2 existing ordinary
shares to 1 unit of Warrant (any fraction will be discarded as to be
decided on by the Board of Directors or person assigned thereby). The
record date for the names of shareholders entitled to be allocated
Warrants is set to be August 19, 2014 and the names of entitled
shareholders will be gathered pursuant to Section 225 of the Securities
and Exchange Act by means of closing of the share register book on
August 20, 2014
Offering price per unit Baht 0 (Zero) per unit
Terms of Warrant 1 years and 6 months from the Issue and Offering Date
Issue and Offering Date August 28, 2014
Exercise Ratio 2 unit of Warrant per 1 newly ordinary share (subsequently amendable
in accordance with the conditions for right adjustment)
Exercise Price Baht 3.50 per share (subject to change in accordance with the conditions
for right adjustment)
Exercise Period Warrant holders can exercise their rights to purchase the Company’s
ordinary shares on the every June 30 of every year throughout one (1)
years and six (6) months from the issuance date (“Exercise Date”). The
first exercise date is June 30, 2015 and the final Exercise Date is February
27, 2016. If exercise date falls on a day which is not a business day then
that particular exercise date shall be moved up to the business day prior
to such exercise date.
Period for notification of 15 business days prior to the exercise date
intention to exercise the
warrant
End of Warrant term February 27, 2016
Warrant Registrar Thailand Securities Depository Company Limited
Secondary Market of The Company will register the Warrants as listed securities on The Stock
Exchange of Thailand.
Warrant Secondary Market of The Company will register the ordinary shares derived from exercise of
ordinary share derived from Warrants under this issue and offering as listed securities on The Stock
the exercise of Warrants Exchange of Thailand.
Exercise procedures and As mentioned in Clause 2.2
conditions
2.2 Exercise Procedure and Conditions
2.2.1 Exercise Date
Warrant holders can exercise their rights to purchase the Company’s ordinary shares on the every
June 30 of every year throughout one (1) years and six (6) months from the issuance date (“Exercise
Date”). The first exercise date is June 30, 2015 and the final Exercise Date is February 27, 2016. If
exercise date falls on a day which is not a business day then that particular exercise date shall be
moved up to the business day prior to such exercise date.
2.2.2 Notification period for the exercise of Warrant
The Warrant Holders who wish to exercise their rights to purchase ordinary shares of the Company
must notify the intention to purchase ordinary shares of the Company during 9.00 - 16.00 hours of
each Business Day during 5 Business Days prior to each exercise date (hereinafter called “the
Notification Period”). In case of the last exercise date, the Notification Period shall be within 15 days
prior to the last exercise date (hereinafter called “the Last Notification Period”)
The Company will not close the register book to suspend the transfer of Warrants, except for the last
exercise date in which case the Company will close the register book to suspend the transfer of
Warrants for 21 days prior to the last exercise date. In addition, the Company shall notify the SET to
suspend the purchase and sell of the Warrants (or posting the SP sign) 21 days prior to the last exercise
date. In this regard, the SET will post the SP sign (“Suspended”) on the Warrants of the Company 3
Business Days prior to the closing date of the registered book. In the event that the first closing date
of the register falls on the SET’s holiday, the register closing date shall be changed to the preceding
Business Day.
The Company will inform the information regarding the Notification Period, exercise ratio, exercise
price for ordinary shares and contact place at least 5 days prior to each Notification Period through
the SET’s information distribution system (SET SMART/ELCID). For the last exercise date, the Company
will send the information by registered mail to the Warrant Holders whose names appear on the
Warrant Holders register book of the Company as of the last registerclosing date. In addition, the
Warrant Holders shall be informed about the exercise right through the SET’s information distribution
system (“SCP” system) at least 3 days prior to the last Notification Period.
2.2.3 Warrant Registrar
Thailand Securities Depository Company Limited (“TSD”)
The Stock Exchange of Thailand
62 Ratchadaphisek Rd.,
Klongteoy, Bangkok 10110, Thailand
Tel: 02-596-9000
Fax: 02-654-5427
The Warrant Registrar will be responsible for closing Warrant Holders’ register book which must
consist of full name, nationality and address of the Warrant Holders and other relevant information
as required by TSD. If there are any discrepancies of the data, it shall be deemed that information in
the Warrant Holders’ register book is correct.
Hence, the Warrant Holders are responsible for directly notifying the Warrant Registrar of any
changes or errors in the information in the Warrant Holders’ register book and the Registrar shall
amend or change such error accordingly.
The Company reserves the right to change the Warrant Registrar and will promptly keep the Warrant
Holders notified of such change via the SET’s information distribution system and will so inform the
SEC within 15 days. Moreover, the Company will send a notice informing the change to the Warrant
Holders via registered mail.
2.2.4 Contact place for the exercise
Bangkok dec-con Public Company Limited
52/3 Moo 18, Bangbuathong-Supanburi Rd.,
Lahan, Bangbuatong, Nonthaburi 11110
Tel: 02-925-5777
Fax: 02-925-5778
In case the Company changes the contact place for the exercise, the Company will inform the Warrant
Holders of such change via the SET’s information distribution system.
2.2.5 Procedures for the exercise
The Warrant Holders may request and obtain the Exercise Form from the Company during the
Notification Period specified above.
Procedures for the exercise of Warrants which are in the script system and script-less system are
different from each other and are in accordance with the following criteria
The Warrant Holders who wish to exercise their rights to purchase ordinary shares shall follow the
conditions on Notification of Rights, by filling in detailed information and signing their names in the
Exercise Form to purchase ordinary shares, then submit the Warrants or the Certificate Representing
the Warrants including Exercise Form to purchase ordinary shares to the Company, and pay money
according to the amount of rights exercised. In addition, the Warrant Holders shall also follow the
regulations or the laws concerning the exercise of right to purchase the ordinary shares.
Documents and evidences that the Warrant Holders shall submit to the Company shall include the
followings:
1. Exercise Form to purchase ordinary shares which has been completely and correctly filled in
(Exercise Form to purchase ordinary shares can be obtained from the Company at the contact place
stated in Clause 1.2.4 during the Notification Period or during the Last Notification Period
2. The Warrants or the Certificates Representing the Warrants which specify that the shareholders
are entitled to the Warrants in a relevant amount as specified in the Exercise Form.
3. Evidence supporting share subscription
1) Thai Individual : A certified copy of Identification card
with a copy of certificate.
2) Foreign Individual : A photocopy of your passport with a copy.
3) Thai juristic person : Duly certified copy of certificate of incorporation by
the Ministry of Commerce, issued not over 6
months prior to the exercise date and duly certified
copy of evidence of the authorized person as in
1) or 2)
4) Foreign juristic person : Duly certified copy of Corporate Documents
which are Memorandum of Association, Article of
Incorporation, and Certificate of Incorporation
that are issued not over 6 months prior to exercise
date which duly certified copy by Notary Public of
such country and duly certified copy of evidence
of the authorized person as in 1) or 2)
4. According to the number of payment in accordance with the exercise of the rights specified in
the notification, the intention for the exercise of warrants within the specified period of time, a
way with no more than one of the ways used by any method as follows:
a. Transfer money into the account deposit account name "book purchase ordinary shares
of Bangkok Dec-Con Public Co., Ltd. to support the exercise of the warrants to purchase
shares BKD-W 1" Kasikorn Bank Public Company Limited, Rattanatibet Road Bangyai
branch, account number 269-2-88918-8, please attach the document of money transfer.
b. Payment can be made by check or bank draft denominated in a bill of exchange payment
instructions that the Bank has been able to collect in the Bangkok within each exercise
date, time crossed "book purchase the Company's ordinary shares issued codec - Icon
Limited (the "Company) in order to support the exercise of the warrants to purchase
shares BKD-W 1." The exercise of warrants will be complete when the company can
collect the payment for the amount of money collected, and then only if it is not a
necessity that is not caused by the company, it shall be deemed that the warrant holders
intend to cancel the exercise of the rights and the Company shall be deemed to cancel
the agreement to use their rights in that time but this is not a cut-off of the right to
exercise in the next time, unless it is the right to cancel the last time out, it shall be
deemed that the right to purchase ordinary shares in accordance with the warrant.
Note: The warrant holders who wish to purchase the ordinary shares will be entitled to use the cost
burden of tax and/or stamp duty (if any) in accordance with the provisions of the code that a chapter or
stamp duty regulations or other laws related to, or effect on the exercise of warrants (if available)
2.2.6 The Warrants exercised must be in full amount .Allocation to existing shareholders as the ratio of 2
existing ordinary shares to 1 unit
2.2.7 The Warrant Holders must exercise their right to purchase ordinary shares at least 100 shares, and
number of unit of the Warrants exercised must be in full amount, except such Warrants have fraction. In
the case where the Warrant Holders has the right to purchase the ordinary shares less than 100 shares
2.2.8 In case that the Company receives incomplete evidence of Warrants or Certificate Representing the
Warrant or incorrect money as specified in the Exercise Form or verifies that the information filled in the
Exercise Form is incomplete or incorrect or an inadequate duty stamp is affixed as required by the relevant
laws or regulation, the Holders of Warrants or Certificate Representing the Warrants must rectify in order
to comply with the conditions prior to the exercise date; otherwise, the Company shall deem that the
exercise notifications are expired and invalid without any exercise of the right. The Company will then
return the money received and the Warrants or Certificate Representing the Warrants to the Warrant
Holders within 14 days from the exercise date, without any interest reimbursement in all cases.
In case change right adjustment. If there are warrants remaining after the allocation, the Company will
proceed to cancel the said remaining warrants.
2.2.9 The calculation of the adjustment to the exercise price and the exercise ratio as in (a) through (f)
shall not cause any changes which shall increase the new exercise price and/or decrease the exercise ratio,
except in case of share consolidation. For calculation of amount of money from the exercise of right, a
new exercise price after an adjustment (3 decimal digits) shall be calculated by multiplied with number of
the ordinary shares (number of the ordinary shares shall be calculated from the new exercise ratio
multiplied with number of the Warrants intent to exercise, the outcome of share calculation which has
any fraction shall be discarded.) In case the sum of money calculated from the exercise of right has a
fraction of Baht, such Baht fraction shall be discarded. In the event where there is a change in such exercise
price, which causes the new exercise price to be lower than par value of the Company’s ordinary shares,
such new exercise price shall be applied, except 18where the laws specify that the Company is prohibited
to issue share which is lower than the par value, then value of the Company’s ordinary share shall be
applied as the new exercise price and the new exercise ratio shall apply the exercise ratio obtained from
calculation from (a) through (f), as previously did.
2.2.10 ) In case that the Company receives incomplete evidence of Warrants or Certificate Representing
the Warrant or incorrect money as specified in the Exercise Form or verifies that the information filled in
the Exercise Form is incomplete or incorrect or an inadequate duty stamp is affixed as required by the
relevant laws or regulation, the Holders of Warrants or Certificate Representing the Warrants must rectify
in order to comply with the conditions prior to the exercise date; otherwise, the Company shall deem that
the exercise notifications are expired and invalid without any exercise of the right. The Company will then
return the money received and the Warrants or Certificate Representing the Warrants to the Warrant
Holders within 14 days from the exercise date, without any interest reimbursement in all cases.
In case the Holders of the Warrants or the Certificate Representing the Warrant make insufficient payments, the
Company reserves the right to proceed with one of the following alternatives as deemed appropriate:
1. Deem that the Exercise Form is invalid without any exercise, or
2. Deem that the number of ordinary shares subscribed is equal to the numbers of shares obtainable
according to the payment amount actually received by the Company at the exercise price prevailing at the time.
In case 1, the Company will return the payment received and the Warrants or the Certificate Representing the
Warrants which the Company deems unexercised to the holders of the Warrants or the Certificate Representing
the Warrants with no interest reimbursement by registered mail within 14 days from the exercise date. However,
the Warrants that are not yet exercised shall remain valid until the last exercise date.
In case 2, the Company will return the remaining Warrants or the Certificate Representing the Warrants and the
payment balance (if any), in the case the Company deems that only partial exercises is made to the Holders of the
Warrants or the Certificate Representing the Warrants with no interest reimbursement by registered mail within
14 days from the exercise date. However, the Warrants or the Certificate representing the Warrants that are not
yet exercised shall remain valid until the last exercise date.
2.2.11 Once the Holders of the Warrants or the Certificate Representing the Warrants who wish to
exercise their rights to purchase ordinary shares have complied with all notification conditions, i.e. the
Warrant Holders have correctly and completely delivered the Warrants or the Certificate Representing
the Warrants, the Exercise Form, and paid for the ordinary shares subscription, they may not revoke the
exercises.
2.2.12 After the last exercise date if the Holders of the Warrants or the Certificate Representing the
Warrants have not yet completely complied with all conditions governing the exercise, the Warrants or
the Certificate Representing the Warrants shall be deemed expire without any exercise and the Holders
of the Warrants or the Certificate Representing the Warrants may not exercise their rights after the last
exercise date.
2.2.13 In case that the Holders of the Warrants or the Certificate Representing the Warrants deliver the
numbers of Warrants exceeds the numbers desired to exercise, the Company will send the new Warrant
with the surplus number of Warrants to the Warrant Holders by registered mail within 14 days after such
exercise dates and the old Warrant shall be revoked.
2.2.14 The Company will register the change in the Company’s paid-up capital to the Ministry of
Commerce according to the numbers of newly issued ordinary shares for each exercise within 14 days
from the date the Company receives full payments for the exercised number of shares in each period. In
addition, the Company will register the Warrant Holders who exercise their rights as the Company’s
ordinary shareholders in the shareholder register book according to the numbers of ordinary share
calculated on such exercise.
2.2.15 In the event that the company is not able to provide an ordinary shares to accommodate the
exercise of the warrants. The Company will indemnify the holders of the warrants when the warrants
obtained on request to use right each and abide by the conditions set out accurately and completely. The
Company not able to provide an ordinary to accommodate the exercise of the warrant are fully
compensatory damages.
2.2.16 The Company's Board of Directors and/or the persons authorized by the Company's Board of
Directors or the Company's authorized signatories are empowered to determine and amend any other
necessary and appropriate conditions and details in connection with the warrant issuance, such as details
of the offering, to execute application, necessary supporting documents and evidence relevant to the
issuance of the warrant, including to contact and to file such application forms, documents and evidence
to the authorities or government agencies concerning the warrant issuance and the listing of the warrant
on the Stock Exchange of Thailand, and, to take any other actions which are deemed necessary and
appropriate for
3. Distribution method
The warrant shall be allocated to the existing shareholders of the Company on a pro rata basis (“Right
Offering”) at the allocation ratio of 2 existing ordinary shares for 1 unit of warrant. In this regard, the
names of shareholders entitled to receive the warrant shall be fixed on August 19, 2014 (Record Date),
and the names of entitled shareholders shall be collected under Section 225 of the Securities and
Exchange Act B.E. 2535 (as amended) by means of share register book closure and suspension of share
transfer on August 20, 2014. In case there is any fraction derived from the calculation of warrant
allocation based on the allocation ratio set forth, such fraction shall be discarded. If there are warrants
remaining after the allocation, the Company will proceed to cancel the said remaining warrants.
4. In the event that the company is not able to provide an ordinary shares to accommodate the
exercise of the warrants
The amount of compensation will be given to companies holding the warrants in accordance with
details as follows :
4.1 The Company will indemnify the holders of the warrants when the warrants obtained on
request to use right each and abide by the conditions set out accurately and completely. The
Company not able to provide an ordinary to accommodate the exercise of the warrant are fully
compensatory damages by the company will compensate the holders of warrants listed above
can be calculated as follows.
By the
B is the number of shares that can be issued and / or an increase in the utilization
rate that has a right to change to the increased per 1 unit.
MP is value of the ordinary shares of the company is divided by the number of
ordinary shares. The Company has all the trading on the Stock Exchange on the
day of each exercise
EP is the exercise price or the exercise price in accordance with the warrant the
change.
In the case where it is not possible to find "market price per share of the ordinary
shares of the company" As ordinary shares are not traded on the day exercise price fair
company will continue to use in the calculation.
4.2 The amount of compensation will be paid to the above company Checks crossed only and
will be shipped via postal mail.
Sign up within 14 days from the date of each exercise, there is no interest if your
company is not able to return the money to purchase such shares the holders of warrants within
the time prescribed. The company will pay interest to the holders of warrants at the rate per
annum, calculated of compensation damages from the date of the expiration of the 14 days
until the date on which the warrant holders receive a refund. However, does not in any case if
you have a refund check sent via registered mail in accordance with such damages that are
specified in a notification intention to exercise the right, and then it shall be deemed that the
warrant holders have been refund damages, and then, like, the warrant holders will not be
entitled to claim any damages or interest.
Furthermore, in the case where the person holding the warrants that are not eligible
for the Thai nationality, purchase the ordinary shares , but is not able to purchase the shares as
a ratio of Thai nationality, at the moment, and not more than 49 per cent of the total number of
shares sold. All of its specified in limited transfer of shares ordinary shares in this case, the
company will compensate the missing, or any other action to the warrant holders who are not
Thai nationality and the warrant holders who do not have Thai nationality, is not entitled to
damages to the warrant unit 1 = B X [MP - EP]
claim damages or compensation, the company claims, however, any Warrants to be effective
until final Exercise if at last exercise date the warrant holders who are not Thai nationality, it is
not able to exercise as a ratio of the shares of Thai nationality at the moment that is not more
than the amount specified in the Transfer restrictions , shall be deemed to be ordinary shares
warrants that expire by the warrant holders who are not Thai nationality, it does not have the
right to claim any damages to the Company and the company will not continue to compensate
the damages occurred.
5. Conditions for right adjustment of Warrants
The Company shall adjust the exercise price and exercise ratio throughout the term of Warrants
upon an occurrence of any of the following events to ensure that the benefits of the Warrant
Holders are not less than the existing status:
(1) When there is a change in the par value of the Company’s ordinary shares as a result of the share
consolidation or division. The change of the exercise price and the exercise ratio shall be effective
immediate from the date the par value of the Company is changed.
a. The exercise price will be adjusted according to the following formula:
Price 1 = Price 0 x [Par 1]
[Par 0]
b. The exercise ratio will be adjusted according to the following formula:
Ratio 1 = Ratio 0 x [Par 0]
[Par 1]
Where
Price 1 = New exercise price after the adjustment
Price 0 = Exercise price prior to the adjustment
Ratio 1 = New exercise ratio after the adjustment
Ratio 0 = Exercise ratio prior to the adjustment
Par 1 = Par value of ordinary share after the adjustment
Par 0 = Par value of ordinary share prior to the adjustment
]
2. When the Company offers to sell its newly issued ordinary shares to the existing shareholders and/or
public offering and/or private placement and “the average price per share of the newly issued ordinary
share” is below 90% of “the market price per share of the Company’s ordinary share”. The adjustment of
the exercise price and the exercise ratio shall be effective immediately from the first date the purchasers of
ordinary shares shall not obtain rights to subscribe the newly issued ordinary shares (the first date that the
SET posts XR sign) in case of right issue and/or the first date of offering of the newly issued ordinary
shares in case of public offering and/or a private placement, as the case may be.
“The average price per share of the newly issued ordinary shares” is calculated from the total amount of
money obtained by the Company from such offering of shares, less the expenses, then divided by the total
number of newly issued ordinary shares.
“The market price per share of the Company’s ordinary share” is fixed to be equal to the weighted
average market price of the Company’s ordinary shares which are traded in the SET during 7 consecutive
Business Days (the date the Company’s ordinary shares traded in the SET) prior to the calculation date.
Weighted average market price means total trading value of the Company’s ordinary shares divided by
total number of the Company’s ordinary share traded in the SET for 7 consecutive Business Days before
the calculation date.
“Calculation date” means the first date that the purchaser of ordinary shares will not obtain rights to
subscribe for the newly issued ordinary shares (the first day that the SET posts XR sign) in case of rights
issue and/or the first date of offering of the newly issued ordinary shares in case of public offering and/or
the private placement, as the case may be.
In the case “the market price per share of the Company’s ordinary share” cannot be calculated because
there is no trading at that time, the Company shall instead determine a fair price for calculation.
If there is more than one offering price for ordinary shares at a time under the condition that the
subscriptions are to be done simultaneously, all offering prices shall be calculated to determine the
average price per share of the newly issued ordinary shares. However, if such offerings are not subject to
the said simultaneous subscription condition, only the offering prices that are below 90% of the market
price per share of the ordinary shares will be applied in the calculation for the adjustment
A. The exercise price will be adjusted according to the following formula:
Price 1 = Price 0 x [(A x MP) + BY]
[MP (A+B)]
B. The exercise ratio will be adjusted according to the following formula:
Ratio 1 = Ratio 0 x [MP (A+B)]
[(A x MP) + BY]
Where
Price 1 = New exercise price after the adjustment
Price 0 = Existing exercise price prior to the adjustment
Ratio 1 = New exercise ratio after the adjustment
Ratio 0 = Existing exercise ratio prior to the adjustment
MP = Market price per share of the Company’s ordinary shares
A = Number of paid-up shares as of the date prior to the closing of the shareholder
register book for newly issued share subscription in case of right issue and/or
the date prior to the first date of offering in case of public offering and/or
private placement, as the case may be.
B = Number of newly issued shares offered by right issue and/or public offering
and/or private placement
BY = The sum that the Company receives deducted by expenses (if any) incurred
from offering from the offering of newly ordinary shares, either by rights issue
to existing shareholders and/or public offering and/or private placement.
3. The Company offers by rights issue and/or public offering and/or private placement its newly issued
securities, which entitle the Holders to convert or to change into ordinary shares or to subscribe for ordinary
shares(e.g. convertible debentures or Warrant to purchase ordinary shares ) at the “average price per share of
the newly issued underlying ordinaly shares” below 90% or the “market price per share of the Company,s
ordinary shares.”
The adjustment of the exercise price and the excise ratio shall be effective immediately from the first day that
the ordinary share subscribers do not obtain rights to subscribe for the said newly issued securities that are
convertible into ordinary shares or that give the rights to purchase ordinary shares (the first day that the SET
posts an XR sign)in case of rights issue and/or the first day of offering of the newly issued securities that are
convertible into ordinary shares or that give the rights to purchase ordinary shares in case ofpublic offering
and/or private placement, as the case may be.
“Average price per share of the newly issued underlying ordinary shares” is calculayed from the sum that the
Company will receive from the sales of securities that are convertible into ordinary shares or that give the rights
to purchase ordinary shares, deducted by expenses incurred on the said securities offering, added by the sum
received from the exercise of rights to purchase ordinary shares, then divided by total number of the newly
issued inderlying shares.
“Market price per share of the Company’s ordinary shares” has the samr meaning as described in Clause (b)
above
“Calculation date” refers to the first date that the ordinary share subscribers will not obtain rights to subscribe
for the newly issued securities that are convertible into ordinary shares or that give the rights to purchase
ordinary shares in case of rights issue and/or the first date of offering of the said securities that are convertible
into ordinary shares or that give the rights to purchase ordinary shares in case of public offering and/or private
placement, as the case may be.
A. The exercise price will be adjusted according to the following formula:
Price 1 = Price 0 x [(A x MP) + BY]
[MP (A+B)]
B. The exercise ratio will be adjusted according to the following formula:
Ratio 1 = Ratio 0 x [MP (A+B)]
[(A x MP) + BY]
Where
Price 1 = New exercise price after the adjustment
Price 0 = Existing exercise price prior to the adjustment
Ratio 1 = New exercise ratio after the adjustment
Ratio 0 = Existing exercise ratio prior to the adjustment
MP = Market price per share of the Company’s ordinary shares
A = Number of paid-up shares as of the date prior to the closing of the shareholder
register book for newly issued share subscription in case of right issue and/or
the date prior to the first date of offering in case of public offering and/or
private placement, as the case may be.
B = Number of newly issued shares offered by right issue and/or public offering
and/or private placement
BY = The sum that the Company receives deducted by expenses (if any) incurred
from offering from the offering of newly ordinary shares, either by rights issue
to existing shareholders and/or public offering and/or private placement.
4. The adjustment of the exercise price and the exercise ratio shall be effective immediately from the first day
that the ordinary share subscribers do not obtain rights to subscribe for the said newly issued securities that are
convertible into ordinary shares or that give the rights to purchase ordinary shares (the first day that the SET
posts an XD sign )
a) The exercise price will be adjusted according to the following formula:
Price 1 = Price 0 x A
[A+B]
b) The exercise ratio will be adjusted according to the following formula:
Ratio 1 = Ratio 0 x [A+B]
A
Where
Price 1 = New exercise price after the adjustment
Price 0 = Existing exercise price prior to the adjustment
Ratio 1 = New exercise ratio after the adjustment
Ratio 0 = Existing exercise ratio prior to the adjustment
A = Number of paid-up shares as of the date prior to the closing of the shareholder
register book
B = Number of the newly issued underlying shares
5. In case the Company makes a cash dividend payment at the rate higher than 80% of net profit after income
taxes for any accounting period during the term of the Warrants. The adjustment of the exercise price and the
exercise ratio shall be effective immediately from the first date the ordinary share subscriber will have no right
to receive the cash dividend (the first date that the SET posts XD sign)
The percentage of the cash dividend paid to shareholders shall be calculated by dividing the actual cash dividend
paid based on the operational performance in each accounting period by net profit after tax according to the
operational performance in the same accounting period. The actual cash dividend paid shall also include all
interim dividend payments made during the said accounting period.
A. The exercise price will be adjusted according to the following formula :
Price 1 = Price 0 x [(MP- (D-R)]
[MP]
B. The exercise ratio will be adjusted according to the following formula :
Ratio 1 = Ratio 0 x [MP]
[MP – (D-R)]
Where
Price 1 = New exercise price after the adjustment
Price 0 = Existing exercise price prior to the adjustment
Ratio 1 = New exercise ratio after the adjustment
Ratio 0 = Existing exercise ratio prior to the adjustment
MP = Market price per share of the Company’s ordinary shares
D = Dividend per share to pay to shareholders
R = Dividend per share paid, if calculated at a rate of 80% of net profit after income
tax Divided by total number of eligible shares
6. In case there is any event other than those stated in Clauses (1 – 5) that may impair the obtainable rights and
benefits of the Holders of the Warrants or the Certificate Representing the Warrants, without lessening the
rights and benefits of the Warrant Holders. The result of such consideration shall be deemed final. The Company
will so notify the SEC and the SET within 15 days from the date the event causing the adjustment occurs.
7. The calculation of adjustment of the exercise price and the exercise ratio according to Clauses (1) through (6)
above are independent from one another. In case more than one event simultaneously occurs, the calculation
for adjustment shall be made in the following respective order of (1) -> (5) -> (4) -> (2) -> (3) and (6). For each
time of the calculation of adjustment, the exercise price shall be maintained with 3 decimal digits and the
exercise ratio shall be maintained with 5 decimal digits.
The Company shall also notify details on adjustment of the exercise price and/or the exercise ratio to the
Warrant Holders via the information distribution system of the SET within 15 days from the effective date for
changing the exercise price and exercise ratio.
8. The Company will not extend the term of Warrants and will not change the exercise price and the exercise
ratio, except for an adjustment to the conditions for right adjustment.
9. Company has the right to adjust the exercise price along with the issuance of the warrants
replacement rate for a right, if any, the Company has to be more out of support company must submit
the resolution of the general meeting of shareholders approved the issuance of shares to support the
right, that is sufficient to the office, the SEC before the adjustment, it will be deemed that the company
is authorized to sell its shares support.
10. In the case where there is a change of the exercise price as a result, the price of new exercise price is
lower than the par value of ordinary shares of the Company, it carries out sensitive, use the new
exercise price unless it is a case in which the law, the Company shall not issue share lower than the par
value, ignoring the par value of the ordinary shares of the Company to exercise price.
6. Status of Warrants during the Warrant Holders’ notification for the exercise
Status of Warrants during the date the Warrant Holders notify their intention to exercise the rights until the
date before the Ministry of Commerce registers the paid-up capital increase as a result of the exercise of
Warrants will have the same status and right as the Warrants not yet lodged with Exercise Notice and such
status will end on the date the Ministry of Commerce registers the paid-up capital increase as the result of the
above-mentioned exercise of Warrants.
In the event that the Company has adjusted the exercise price and/or exercise ratio during the period the
Company has not yet registered the newly issued shares arising from the exercise of Warrants with the Ministry
of Commerce, the Warrant Holders who have already exercised their rights will be entitled to the retrospective
adjustment where by the Company shall promptly issue additional Warrants according to the number they will
be entitled to if the adjusted exercise price and ratio become effective. Such additional shares might be
delivered later than the previously delivered shares, but not later than 15 days from the adjustment date.
7. Right of the new issued ordinary shares arising from the exercise of Warrants
The ordinary shares issued from the exercise of Warrants will have the same right and status as the ordinary
shares previously issued by the Company, including the rights to receive dividends or any other benefits the
Company provided to its shareholders, effective from the date the Company's ordinary share registrar registers
the Warrant Holders' names in the Company's shareholder register and the Ministry of Commerce has
registered the increase in paid-up capital. If the Company announces the date of entitlements to dividend or
other benefits for the shareholder before it registers the names of the Warrant Holders as shareholders in the
Company's shareholder register book already registered with the Ministry of Commerce, such Warrant Holders
shall not be entitled to receive the dividend or such other benefits.
In case of right adjustment and the Company has to issue additional underlying ordinary shares, it will submit to
the SEC the shareholder meeting's resolution approving the issue of additional underlying ordinary shares
without delay.
8. Details of newly Issued underlying ordinary shares for the exercise of Warrants
Nature of Shares
Number of newly issued shares underlying : 350,000,000 shares, representing 25% of the
ordinary shares for the exercise of Warrants number of paid-up ordinary shares.
Par value : Baht 0.50
Exercise price : Baht 3.50 per share, except where there is an
adjustment in exercise price, according to the
conditions for right adjustment
As the Company's ordinary shares are listed securities on the SET, the newly issued ordinary shares arising from
the exercise of Warrants will be tradable on the SET after the Company has listed the said new shares on the SET.
The Company will file an application for listing of the newly issued ordinary shares arising from the exercise of
Warrants on the SET without delay, but not later than 30 days from each exercise data, so that the said ordinary
shares would be tradable on the SET similarly to the Company's existing ordinary shares. In case the Company has
some underlying ordinary shares remaining from the last exercise date, the Company shall proceed to revoke such
remaining underlying shares.
9. Issue and delivery of newly issued ordinary shares
In exercising the Warrants to purchase the Company’s ordinary shares, the Holders of the Warrants or the
Certificate Representing the Warrants to purchase ordinary shares can request the Company to take either action
as follows :
1) In case that the Warrant Holders whose shares are allocated wish to obtain the ordinary share
certificates in their own names, TSD will proceed to deliver the share certificates, according to the
amount as exercised by the Warrants Holders by registered mail with receipt acknowledgement to the
names and addresses provided in the Warrant register book within 15 Business Days from the end of
each exercise date. In this case, the Warrant Holders who intend to exercise the rights to purchase the
ordinary shares will not be able to sell their ordinary shares deriving from the exercises of the Warrant in
SET, until they have received the share certificates, which may be received after the ordinary shares
arising from the Warrant exercise are permitted to be traded on the SET.
2) In case that the Warrant Holders whose shares are allocated do not wish to receive the share
certificates, but wish to use the service of TSD instead and wish to deposit their ordinary shares arising
from the Warrant exercise in an account of a securities company with which the Warrant Holders hold
trading accounts, TSD will deposit the ordinary shares arising from the exercises of Warrant into
"Thailand Securities Depository Company Limited for Depositors,". In addition, TSD will record the
number of ordinary shares deposited by the Warrant Holders have deposited and issue an evidence of
deposit to the allocated within 7 Business Days from the end of each exercise period. In this case, the
Warrant Holders who are allocated the ordinary shares will be able to sell the ordinary shares arising
from the Warrant exercise on the SET immediately after the SET has approved the ordinary shares
arising from the Warrant exercise to be tradable on the SET
In case the Warrant Holders who have exercised the rights to purchase ordinary shares decide to let the
Company takes action according this Clause, the names of Warrant Holders whose shares are allocated
must be identical to the names of owners of the trading account in which the Warrant Holders wish to
deposit their ordinary shares; otherwise, the Company reserves the right to instead issue the share
certificates to the Warrant Holders who are allocated the shares as per Clause (1) above.
3) In case the Warrant Holders who are allocated the shares do not wish to obtain the share certificates,
but wish to use service from TSD and to deposit their ordinary shares into the securities issuer's account
, member no. 600, the Company will deposit the ordinary shares arising from the Warrant exercise with
TSD and TSD will record the number of ordinary shares that the Warrant Holders are allocated in the
securities issuer's member no.600, and issue an evidence of deposit to the Warrant Holders who are
allocated the shares within 7 Business Days from the end of each exercise period. When the Holders
who are allocated the shares wish to sell their shares, they must withdraw the shares from the said
account no. 600 by contacting through the general securities firms, whereby service fees may be
incurred as required by TSD and/or the securities firms. In this case, therefore, the Warrant Holders who
are allocated the shares will be able to sell the allocated ordinary shares on the SET immediately after
the SET had approved the ordinary shares to be tradable on the SET and the allocated Holders have
already withdrawn the shares from the account no. 600.
10. Restrictions on the transfer of warrants
We do not have any restrictions on the transfer, unless the transfer limitations owing to the
regulations of the company, with the ratio of shareholders of the person who is not a Thai nationality
by companies will not issue shares to the exercise of warrants in accordance with the Thai nationality,
not to make the proportion of the shares of the Thai nationality, not more than 49 percent in
accordance with the provisions specified in the Articles of Association of the Company as follows:
transfer of shares 3.
Article 13 shares of the Company can be transferred without restriction, unless the transfer of
shares, as a result, the user does not have a Thai nationality of shareholders in a company of more than
49 per cent of the total number of shares sold all the shares will be made to the shareholders of the
ratio does not have a Thai nationality of the company than the above ratio company reserves the right
to refuse a transfer of shares of the Company.
11. The pricing of the offered securities.
No pricing of Warrant as Issued at no charge.
12. Warrant Holders’ Meeting
In the event where the Warrant Holders are affected in term of exercise price and exercise ratio which impair their
benefits other than those specified earlier, a meeting of the Warrant Holders shall be called and/or conducted
according to the following procedure:
1. In calling the Warrant Holders’ meeting either by the Holders of non-exercised Warrants or partially
exercised Warrants or by the Company, the Company has to prepare the meeting invitation letter with
details on the venue, date, time, person requesting to call the meeting and agenda of meeting and send to
each of the Holders of non-exercised Warrants or partially-exercised Warrants according to the name and
address appeared in the Warrant registration book at least 7 days prior the meeting date.
The Company will close the register book to determine the right to attend and vote of the Warrant Holders
for such meeting during 21 (twenty-one) days before the meeting date and the Company shall close notify
information on the register closing date at least 14 days prior to the closing date of register book. The
Company shall notify the information on the closing of register book, the meeting of Warrant Holders,
meeting venue, date and time, person requesting to call the meeting, agenda to be considered and other
relevant information via the media of the SET (SETSMART/SCP) on the same date the Company determines
to close the register book and the meeting date of the Warrant Holders.
2. At the Warrant Holders’ meeting, the Holders of non-exercised Warrants or partially-exercised Warrants
who are eligible to attend and vote at the meeting may assign a proxy to attend the meeting and vote on
their behalf by preparing a proxy form as per the format specified by the Company and submitting the
proxy form to the chairman or the person assigned by the chairman before the meeting starts.
The Warrant Holders eligible to vote at a Warrant Holders' meeting are those who have not yet exercised
their Warrants or who have partially exercised their Warrants at the time of the meeting, excluding those
who have a vested interest in the matters to be considered and voted at the meeting, whereby any such
persons may not vote on those particular matters.
The Warrant Holders who have a vested interest hereby refer to the Warrant Holders who have a conflict of
interest in the matters to be considered in the meeting
3. Each Warrant Holder shall have the vote equal to the number of Warrants held, with 1 unit of Warrant
equals to 1 vote. The meeting chairperson does not have a voting right other than the voting right as a
Warrant Holder or as a proxy.
4. In the Warrant Holders' meeting summoned by the Company, the Chairman of the Company's Board of
Directors or the person designated by the Chairman shall act as chairman of the Warrant Holders' meeting.
In case the meeting is summoned by the Warrant Holders, the meeting chairman may be the person
selected by the Warrant Holders other than the Chairman of the Company's Board of Directors or the
person designated by the Chairman. In both cases, the chairman of the meeting shall not have a casting
vote.
5. A quorum of the Warrant Holders' meeting shall be constituted by the presence of the Holders of non
exercised or partially-exercised Warrants and/or proxies of not fewer than 25 persons, altogether holding
not less than one-thirds of total units of non-exercised or partially-exercised Warrants. If the quorum is not
constituted, the meeting shall be deemed canceled. If the said meeting is summoned by the resolution of
the Company's Board of Directors, the meeting shall be summoned again the Company shall send a
meeting invitation letter to all Warrant Holders as well as the SET according to the details and procedure
described above. In the latter meeting, the quorum is not compulsory, i.e. any number of Warrant Holders
attending the meeting is regarded as a quorum. However, in case of a Warrant Holders' meeting
summoned by the Warrant Holders, the meeting will not be re-summoned.
6. At any meeting, if 45 minutes has passed beyond the scheduled meeting time and there are inadequate
Warrant Holders present to constitute a quorum, then the meeting shall be cancelled.
7. A resolution of the Warrant Holders' meeting shall consist of votes not less than one half of the total of non
exercised units of Warrants held by Warrant Holders who attend the meeting and are entitled to vote at that
time.
8. Any resolutions already passed by the Warrant Holders’ meeting shall be deemed to be binding upon all
Warrant Holders no matter they attend the meeting or not.
9. After the meeting, the Company shall promptly inform the resolutions of the Warrant Holders' meeting via
the SET’s information distribution system (SETSMART/ELCID) without delay.
10. The Company shall record and prepare the minutes of the meeting and keep them at its head office. The
meeting minutes duly signed by the chairman shall be deemed as valid evidence of all activities discussed
in the meeting. The Company shall deliver the meeting minutes to the SET and the SEC within 14 days from
the date of the Warrant Holders’ meeting.
11. In the Warrant Holders’ meeting, the Company or person designated by the Company and its legal advisor
can attend the meeting to provide comments or explanation to the meeting.
12. The Company will be responsible for all expenses related to the Warrant Holders’ meeting.
13. The Company shall make amendment to the Warrant Covenants according to the resolutions passed by
the Warrant Holders’ meeting after the meeting date on which the votes are castled and the Company shall
notify the said amendments to the Warrant Covenants to the SEC and the SET within 15 days from the date
the amendment is made
13. Amendments and conditions of the warrants.
The amendments made to the Warrant Covenants in any cases must not in any way violate the provisions under
the Capital Market Supervisory Board's Notification No. Tor Chor. 34/2551 or any SEC’s regulations, including
any further amendments to be made after the Company's issue and offering of the Warrants described herein.
The Issuer and/or the Warrant Holders have no rights to propose an amendment to the Warrant Covenants
regarding the exercise ratio, the exercise price and the term of the Warrants, except it is made according to the
conditions for right adjustment. The 25Company will inform all Warrant Holders of the said amendments and
will dispatch the amended Warrant Covenants to the Warrant Holders upon request within 15 days from the
date the written request is received from the Warrant Holders. The Company will send the said amended
Warrant Covenants to the SET on the next Business Day and to the SEC within 15 days.
14. Covenant enforcement and applicable laws
This Warrant Covenants shall be enforceable from the Warrant issue date until the last exercise date and shall
be subject to the execution and interpretation under the law of Thailand. Should any clauses in this Warrant
Covenants contradicts to the applicable laws or notifications, then, the clauses in the said law or notifications
shall prevail and shall replace the particular contradictory clauses in the Warrant Covenants.
Issuer
Bangkok Dec-Con Public Company Limited
……….…………………………………… Director
(Miss Kanoknart Ratanasuwanachart)
…………………………………………….. Director
(Mrs. Napassorn Thipakkarayod)