27 February 2009
Appendix 1 (ESOP) (Format)
Appendix 1
Summary Details of Warrants for Ordinary Shares of Tirathai Public Company
Limited (TRT), No.1 for Directors and employees under Employee Stock Ownership
Plan (ESOP)
Issuer:Tirathai Public Company Limited ("Company" or "TRT")Objectives and
Necessities
1. To motivate and to reward the Company's directors and employees who
have contributed to the success of business in the past year.
2. To provide employees the opportunity to have shared ownership of the
company. This is to reward and recognize them for their commitments,
hardship, and dedication to the Company's success.
3. To motivate and to retain high performing employees, who have high
level of competency and work performance that can contribute to the business
in long run.Type of Security:Warrants for ordinary shares of Tirathai Public
Company Limited that are issued for directors and employees under Employee
Stock Ownership Plan (ESOP)
Type of Warrants:Nominated and non-transferable, unless by inheritance or
beneficiary transfer
Number of Warrants in issuance and offering:10,132,000 units, to be offered to
Company's directors and employees
Number of new ordinary shares to be issued to accommodate the
Warrants:10,132,000 newly issued ordinary shares of TRT (par value of THB 1.00
per share) to accommodate the ESOP's Warrants, and together with 67,547,500
newly issued shares of TRT to accommodate the existing shareholders' rights of
Warrants no.1 (TRT-W1), totaling 77,679,500 shares (par value of THB 1.00 per
share). As of 5th February 2008, TRT had 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 Price:-None- THB 0 per unit
Maturity of Warrants:2 years from the date of issuance and offering of
Warrants Exercise Price
(THB per one ordinary share):Equal to the exercise price of the existing
holders of Warrants for the Company's ordinary shares issuance No.1, which is
equaled to THB 3.00 (par value of THB 1.00 per share)
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)
Date of Issuance and Offering:To be confirmed. (to be announced by the Board
of Directors)
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
Exercise Conditions and Period:
(1) 1st Exercise Date 30th December 2009. The warrant holders are
eligible to exercise no more than 25 percent of the Warrants allocated
(2) 2nd Exercise Date 30th June 2010. The warrant holders are eligible
to exercise no more than 50 percent of the Warrants allocated
(3) 3rd Exercise Date 30th December 2010. The warrant holders are
eligible to exercise no more than 75 of the Warrants allocated
(4) 4th Exercise Date 30th June 2011. The warrant holders are eligible
to exercise no more than 100 of the Warrants allocated
(5) 5th Exercise Date (To be Confirmed and announced by Board of Directors)
The warrant holders are eligible to exercise no more than 100 of the Warrants
allocated
However, the remaining amounts of Warrants that are not exercised on an
exercise date can be accumulated to the amount to be exercised in the next
exercise date throughout the warrant maturity. The exception is in the case of
passing the last exercise date that the Warrants holders will no longer be
eligible to exercise the unexercised Warrants. The unexercised Warrants will
be terminated.
The Last Exercise Date:To be confirmed. (subject to the 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:Tirathai Public Company Limited
Secondary Market for Warrants:The company shall not 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)
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
List of directors and management members who obtain the Warrants:Names of
directors and management members who obtain the Warrants are as follow;Name
Position Amount of Warrants Percentage of total amount of
allocated (units) Warrants issued (percent)
1. Dr.Tongtaj Hongladarom Chairman of the Board / Independent Director
240,000 2.37
2. Mr.Sumpan VongphanDirector / CEO
497,500 4.91
3. Mr.Upakrom ThaweephokeDirector / Managing Director / Finance Account and
Information Technology Department Manager
437,500 4.32
4. Mr.Amporntat PoolcharoenDirector / Procurement and Transportation
Department Manager 370,000 3.65
5. Mr Charuvit SuanmaleeDirector / Managing Director / Production Department
Manager 437,500 4.32
6. Mr.Ouichai SiriwajanaDirector / Managing Director / Sales Department
manager 437,500 4.32
7. Mrs.Sunan SantichotinanDirector /
Human Resource and Office Administration Department Manager
370,000 3.65
8. Mr.Tai Chong YihDirector 120,000 1.18
9. Dr.Pisit LeeahthamIndependent Director / Head of Audit Committee
240,000 2.37
10. Dr.Rein BoondiskulchokIndependent Director / Audit Committee
120,000 1.18
11. Mr.Teeravut SupaviriyakulIndependent Director / Audit Committee
120,000 1.18
12. Mr.Siriwat SripipatChairman of Executive Committee
135,000 1.33
13. Mr.Somsak KooarmornpattanaEngineering Department Manager
200,000 1.97
14. Mr.Yossagorn BurakamkovitVice President
150,000 1.48
15. Mr.Chumporn KoopipatVice President
200,000 1.97
Tota l4,075,000 40.22
Remark: The total number of Warrants issued and offered at this period is
10,132,000 units. No individual director or management team member obtains
higher than 5 percent of total warrant issued and offered at this period.
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
Case 2 The existing shareholders exercise their rights to purchase
company's ordinary shares issuance No.1 in full amount (Besides the issuance
and offering of Warrants for directors and employees, the company also issues
and offers Warrants to the existing shareholders (RO))
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
(Besides the issuance and offering of Warrants for directors and employees,
the company also issues and offers Warrants to the existing shareholders (RO))
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 the issuance and offering of Warrants for directors and
employees, the company also issues and offers Warrants to the existing
shareholders (RO))
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 the issuance and offering of Warrants
for directors and employees, the company also issues and offers Warrants to
the existing shareholders (RO))
Impacts to Shareholders
Case Decreasing in the rights Decreasing in profit Decreasing in share
to vote of the existing sharing(EPS Dilution) price(Price Dilution)
shareholders (Dilution Effect) does not exceed.. does not exceed....
(persent) (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