ข่าวแจ้งตลาดหลักทรัพย์
28 กุมภาพันธ์ 2551
enclosure 2-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.