SET Announcements
19 January 2007
Enclosure-Preliminary features of Right Warrants
Enclosure
The preliminary features of Right Warrants to be allotted to the shareholders
Sansiri Public Company Limited
1. Nature : Warrants for the purchase of ordinary shares
of Sansiri Public Company Limited # 1 (SIRI-W1)
being offered to the existing shareholders of the
Company in proportion of their shareholding.
2. Type : Specified name of the holder and transferable.
3. Number of warrants : not exceeding 1,473,314,346 units.
to be issued and allotted
4. Offering price per unit : -0- baht.
5. Exercise ratio : 1 unit of warrant will be entitle to purchase 1
ordinary share (subject to variation in accordance
with the specified adjustment conditions).
6. Exercise price : 4.28 baht per share. However, a price adjustment
may be made in accordance with the specified
adjustment conditions.
7. Maturity : Not exceeding 5 years from the issuance and
offering date.
8. Offering Method : The Warrants will be offered to the existing
shareholders whose name are appeared in the
share register book as at the book closing date
(XW). The book closing date will be determined
afterthe approval for the issuance and offer of
the Warrants from Office of the Securities and
Exchange Commission having been granted. The
Allocation ratio is 2 existing shares to 1 unit
of Warrant (any fraction shall be disregared).
9. Exercise Period : The Warrant holder is entitled to exercise the
warrant after the second anniversary of the
issuance and offering date of the Warrants has
elapsed (the "Commencement Date").The Warrants
exercise date is the last business day of every
quarter of each calendaryear (March, June,
Septmeber and December) throughout the maturity
of the Warrant. The Warrants are firstly exercisable
on the last business day of the quarter after the
Commencement Date. The last exercise date will be
on the fifth anniversary of the issuance and
offering date of the Warrants. If the last exercise
date is not a business day, it shall be postponed to
the preceding working day prior to the last exercise
date.
10. Number of shares issued and
reserved for exercising right
of warrant : not exceeding 1,473,314,346 shares, equivalent to
50 percent of the total paid-up shares capital of
the Company as on the date when the application for
the approval of issuance and allotment of the Warrants
has been submitted to the Office of the SEC.
11. Secondary market : The warrants will be listed on the Stock Exchange
of Thailand.
12. Affects to the
shareholders : Since the warrants will be offered to the existing
shareholders by way of a right offering, no
material effects arise among them. However, if
there are third parties (who are not the existing
shareholders) exercising the warrants in full to
purchase all shares, there will be the effects to
existing shareholders in terms of (1) the profit per
share being reduced not exceeding 33.33 percent
and (2) voting right being diluted not exceeding
33.33 percent. The said calculation is made based
on the total issued shares as of the date on
which this SIRI-W1 is submitted to the Office
of Securities Exchange Commission for approval.
13. Other details : The Company will submit an application for the
approval of issuance and allotment of the Warrants to
the Office of the SEC after the issue and offer for
sale of the shares in the private placement pursuant
to the notification of the SEC no. Gor Jor 12/2543,
which have been approved in the same shareholders'
meeting as this issuance and allotment of the Warrants,
and the registeration for the change of the amount of
paid up capital of the Company are completed.
In case that there are any increase-capital shares
which are offered for sale in such private placement
being left unsubscribed, the Board of Directors will
have the authority to to reduce the number of such
Warrants to be issued and offered to be equivalent to
the number to be allotted to the Company's shareholders
on the ratio of 2 existing shares to 1 new Warrant.
The Board of Directors also has authority to reduce
the number of new ordinary shares reserved for the
Warrant exercise to be in accordance with the reduced
number of Warrants.