27 February 2009
Appendix 2 (TRT-W1) (Format)
Appendix 2
Summary Details of Warrants to purchase ordinary shares of Tirathai Public
Company Limited (TRT) No.1 (TRT-W1) for the existing shareholders
Issuer:Tirathai Public company Limited ("Company" or "TRT")
Type of Security:Warrants for ordinary shares of Tirathai Public Company
Limited number 1, offered to the existing shareholders ("Warrants" or "TRT-W1")
Type of Warrants:Nominated and transferableNumber of Warrants in issuance and
offering:Not exceeding 67,547,500 units
Number of new ordinary shares to be issued to accommodate the Warrants:
67,547,500 newly issued ordinary shares of TRT to accommodate the exercise
rights of Warrants no.1 (TRT-W1), together with 10,132,000 newly issued
ordinary shares of TRT to accommodate the ESOP's Warrants, totaling 77,679,500
shares (par value of THB 1.00 per share). As of 5th of February 2008, TRT had
a total of 101,321,250 fully paid ordinary shares outstanding (par value of
THB 2.00 per share). At this stage, the Company is in the process of seeking
approval to change its par value from THB 2.00 per share to THB 1.00 per share
(subject to approval from the General Shareholders' Meeting)
Offering Method:Offer to the existing shareholders of the Company, whose names
appear on the shares registered book at the closing date (To be confirmed and
announced by the Board of Directors), and at the ratio of 3 ordinary shares to
1 unit of warrant (any fraction from the calculation will be disregarded)
Offering Price:-None-THB 0 per unit
Date of Issuance and Offering:To be confirmed (to be announced by The Board of
Directors)
Maturity Period of Warrants:2 years from the date of issuance and offering
Warrants
Exercise Ratio:1 unit of warrant has the right to purchase 1 unit of ordinary
share (par value of THB 1.00 per share) (subject to change under the terms and
condition of rights adjustment)
Exercise Price:THB 3.00 : 1 new ordinary share (par value of THB 1.00 per
share) (subject to change under the terms and condition of rights adjustment)
Exercise Date:The first time that the warrant holders can exercise their
rights is on the last business day of December. Subsequent dates for
exercising their rights will be on the last business day of June and December
of the subsequent years throughout the warrant maturity period. The first
exercise date will be on the last business day of December of the issuing
year, which is on 30th December 2009
The Last Exercise Date:To be comfirmed (subject to approval from the Board of
Directors). If the Last Exercise Date is not an official working day, the New
Last Exercise Date will be moved to the last official working day prior to the
Last Exercise Date mentioned hereunder.
Registrar of Warrants:Thailand Securities Depository Company Limited
Secondary Market for Warrants:The company shall list the Warrants on the Stock
Exchange of Thailand (SET)
Secondary Market for ordinary shares derived from the exercise of Warrants:The
company shall list the ordinary shares that are derived from the exercise of
the Warrants in the Stock Exchange of Thailand (SET)
The exercise of warrant to purchase ordinary sharesThe warrant holder is
eligible to exercise all rights in full or only partial rights to purchase
ordinary shares at each exercise date
Detail of contact for the exercise of the Warrants:Accounting and Finance
Department
Tirathai Public Company Limited
516/1 Moo 4 (Bangpoo Industrial Estate) Sukhumvit Road
Praeksa District, Muang
Samutraprakarn 10280
Tel 0-2709-4499, 0-2323-0818, 0-2709-3237-8
Fax 0-2323-0910, 0-2709-3236
Supporting evidence for subscription:
1. Thai individual: Duly certified copy of identification card
2. Foreign individual: Duly certified copy of passport
3. Thai Juristic Person: Duly certified copy of incorporation, and
evidence of the authorized person in either (1) or (2)
Foreign Juristic Person: Duly certified copy of corporate documents which are
; Memorandum of Association, Articles of Incorporation, and Certificate of
Incorporation, which are certified by Notary Public, and the evidence of the
authorized person(S) in either (1) or (2)
Impacts to Shareholders :In considering the impacts to shareholders, there are
5 cases of impacts
Case 1 Directors and employees exercise the rights to purchase company
ordinary shares issuance No.1 in full amount (Besides this issuance and
offering of Warrants to the existing shareholders, the company also issues and
offers Warrants to directors, and employees under the "Employee Stock
Ownership Program" or "ESOP")
Case 2 The existing shareholders exercise their rights to purchase
company's ordinary shares issuance No.1 in full amount
Case 3 Other individuals who are not the existing shareholders exercise
the rights to purchase company's ordinary shares issuance No.1 in full amount
Case 4 Directors and employees exercise the rights to purchase
company's ordinary shares issuance No.1 in full amount, and existing
shareholders also exercise their rights to purchase company's ordinary shares
issuance No.1 in full amount. (Besides this issuance and offering of Warrants
to the existing shareholders, the company also issues and offers Warrants to
directors, and employees under the "Employee Stock Ownership Program" or
"ESOP")
Case 5 Directors and employees exercise the rights to purchase ordinary
shares issuance No.1 in full amount and other individuals who are not the
existing shareholders also exercise their rights to purchase ordinary
shares issuance No.1 in full amount. (Besides this issuance and offering of
Warrants to the existing shareholders, the company also issues and offers
Warrants to directors, and employees under the "Employee Stock Ownership
Program" or "ESOP")
Case Impacts to Shareholders Decreasing in Decreasing in share
Decreasing in the rights profit sharing price(Price Dilution)
to vote of the existing (EPS Dilution) does not exceed..
shareholders (Dilution does not exceed (percent)
Effect) does not exceed ....(percent)
Case 1 (ESOP holders exercise the rights)
4.76 4.76 1.61
Case 2 (RO Existing shareholders exercise the rights)
0.00 25.00 8.45
Case 3 (RO Other individuals exercise the rights)
25.00 25.00 8.45
Case 4 (ESOP and existing shareholders exercise the rights)
4.76 27.71 9.37
Case 5 (ESOP and Other individuals exercise the rights)
27.71 27.71 9.37