SET Announcements

(-Translation-) Features of Warrants Representing Rights to Purchase Ordinary Shares of Sansiri Public Company Limited to be offered to the existing shareholders in proportion of their respective shareholdings (Amendment) 1. Name Warrants representing rights to purchase ordinary shares of Sansiri Public Company Limited No. 1 (SIRI-W1) 2. Type In name certificated form and transferable 3. Issuance Amount 736,814,346 units 4. Price per Unit Baht -0- (Nil) 5. Exercise Ratio 1 unit of Warrant for 1 ordinary share, unless the exercise ratio is adjusted under the conditions of the rights adjustment 6. Exercise Price Baht 5.20 per share, unless the exercise price is adjusted under the conditions of the rights adjustment 7. Issuance Date To be issued after approving from the Extraordinary Shareholders' Meeting No. 1/2009 8. Term of the Warrants 5 years from the issuance date 9. Allocation Method The Warrants shall be allocated to the existing shareholders of the Company in proportion of their respective shareholdings (Right Offering). The Record Date for the names of shareholders entitled to receive the warrants is fixed on 9 October 2009 and the names of entitled shareholders will be gathered pursuant to Section 225 of the Securities and Exchange Act B.E. 2535 (as amended B.E. 2551) by means of closing of the share register book and suspension of share transfer on 12 October 2009. The offering ratio is 2 existing ordinary shares to 1 unit of the Warrant (the right to receive the warrants Warrants is still uncertain as it will be depended on the approval of the Extraordinary Shareholders Meeting No.1/2009). In calculation of the right to receive the said Warrants, if there are any fraction of Warrants resulting from the calculation of the offering ratio of the existing shares, such fraction will be disregard, for instance, in case of a shareholder holding 105 shares, such 105 shares if divided by 2 shall equal to 52.5 units. In this regard, the Company shall disregard the remainder of 0.5 and allocate 52 units of the Warrants to such shareholder. In the event there is any Warrants left after the calculation of the right to receive Warrants of the existing shareholders, the Company will cancel them so that the the final outstanding balance of the allotted Warrants will be equal to the number of the Warrants duly allotted to the existing shareholders. 10. 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, September and December) throughout the maturity of the Warrant. 11. The first exercise date The last business day of the quarter after the Commencement Date 12. The last exercise 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. 13. Period for Notification of 15 business days prior to the exercise date. Intention to Exercise the Warr 14. Irrevocability of Notification Once the notification of intention to exercise the Warrants is served, the of Intention to Exercise the warrant holders shall no longer be able to revoke such intention. Warrants 15. Numbers of Ordinary 736,814,346 shares or equal to 25.01 percent of the total paid-up shares of Shares Allocated to the company, the 1,473,000,000 newly issued ordinary shares to the Accommodate the Exercise Private Placement which would be offered concur with this Warrant offering of the Warrants are included, having the calculation details as follow: The formula to calculate proportion of number of shares reserved : ((the number of shares reserved for this warrant offering) + (the number of shares reserved for CD or shares reserved for warrant offering in another time, excluding the number of shares reserved for ESOP-CD or ESOP-warrant)) . (the number of total paid-up shares of the company, including the other newly issued shares which would be offered concur with this warrant offering = 736,814,346 1,473,628,692 + 1,473,000,000 = 25.01% In this regard, CD = Convertible Debenture ESOP = Securities Offering for Sale to the Directors or Employees according to the Notification of the Capital Market Supervisory Board regarding the Securities Offering for Sale to the Directors or Employees 16. Secondary Market for the The Company will list the Warrants on the Stock Exchange of Thailand Warrants (SET). 17. Dilution Effect Since the Warrants would be offered to the existing shareholders in proportion of their respective shareholdings there would yield no dilution effect on the shareholders at the date of the Warrants issuance. However, if all of the persons who exercise the Warrants are not the existing shareholders, the dilution effect will be as follows: 1.Control Dilution If all of the persons who exercise the Warrants are not the existing shareholders, the shareholding of the existing shareholders will be diluted by 33.33 percent, having the calculation details as follow: Control Dilution = the number of shares reserved for this offering . the number of paid-up shares + the number of shares reserved for this offering = 736,814,346 1,473,628,692 + 736,814,346 = 33.33% 2. Price Dilution In the event that all 736,814,346 units of the Warrants are exercised, the price of the Company's shares will be diluted by -0.07 percent. The calculation is based on a hypothesis that the market price of the Company's shares before the offering is Baht 4.34 per share which is the weighted average market price of the Company's shares value, trading in the Stock Exchange of Thailand, beyond the period of 15 consecutive business days prior to the Board of Directors' Meeting, in order to have a resolution to attend the Shareholders' Meeting so that the Company shall offer such newly issue ordinary shares (during 2 September 2009 to 22 September 2009), having the calculation details as follow: 17. Dilution Effect Price Dilution = the market price before the offering - the market price after the offering* (continue) The market price before the offering = 4.34 - 4.63 4.34 = -0.07 * the market price after the offering calculated from : (the market price before the offering x the number of paid-up shares) + (exercise price x the number of shares reserved for this offering) . the number of paid-up shares + the number of shares reserved for this offering (4.34 x 1,473,628,692) + (5.20 x 736,814,346) . = 4.63 1,473,628,692 + 736,814,346 18. Reasons to Issue New Upon adjustment of the exercise price and the exercise ratio under the Shares to Accommodate conditions of the rights adjustment as stated in the terms and conditions Changes in Exercise of of Warrants, which are an event as stated in item 11 (4) (kor) of the Rights Notification of the Capital Market Supervisory Board No. Tor Jor. 34/2551 re: Application for Permission and Permission to Offer the Warrants representing the Rights to Purchase New Shares and the Newly Issued Shares Reserved for the Accommodation of the Exercise of the Warrants. 19. Objectives of Issuance of To be reserved for future expansion in real estate business and Warrants and Expected Investment. Benefits the Company would gain from this Allocation of Newly Issued Shares 20. Others The Board of Directors and/or the authorized signatories of the Company and/or their assignees are empowered (1) to determine and amend any other necessary and appropriate conditions and details in connection with the warrant issuance, such as details of the offering, (2) to execute application, necessary supporting documents and evidence relating to the issuance of the Warrants, 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 Warrants on the Stock Exchange of Thailand, and (3) to take any other actions which are deemed necessary and appropriate for the issuance and allocation of the Warrants.