SET Announcements
26 February 2009
Preliminary features of Right Warrants
Enclosure (2)
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 after the 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
disregarded).
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 calendar year
(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 by the shareholders
at the Extraordinary Meeting of Shareholder #
1/2007 held on 18 January 2007,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.