Warrant Information disclosure about the conversion rights

Transcription

1 Warrant Information disclosure about the conversion rights Rule Summary After the SET has announced the listing of warrants, the company must disclose relevant information about listed warrants via SET Portal with following details: Subject Exercise of rights Details Each warrant exercise: Minimum information to be disclosed (as prescribed in the right specification) 1) Period of exercise notification e.g. no less than five days before the exercise date 2) Exercise date e.g. last business day of June and December 3) Exercise ratio 4) Disclosure of each exercise schedule : The company must make advance notification as prescribed in the rights specification e.g. no less than 15 days prior to each exercise date Report on warrant exercise Changes in warrant rights Last warrant exercise: The last warrant exercise must be notified no less than two months prior to the last exercise date, so that investors have sufficient time and information Minimum information disclosure 1) Period of exercise notification 2) Exercise date 3) Exercise ratio 4) 5) Book closing date for warrant transfer is as prescribed in the rights specification e.g. closing the book for no less than 21 days in advance to the last exercise schedule 6) SP sign posting date to halt warrant trading After the last warrant exercise, it will no longer has a listing status on the day right after the last warrant exercise. Report on each exercise must be within 14 days after the exercise date, with minimum information disclosure as follows: 1) Exercise date 2) Number of warrants exercised 3) Number of new shares due to warrant exercise 4) List of warrant holders who exercised their rights 5) Number of outstanding warrants The company must notify warrant holders about changes in warrant rights, so that their rights will not be lessened. Any action must be in line with the 1

2 Listing of capital increase shares rights specification. General events of rights adjustment: 1) Changing of the company s par value due to the stock merge or split 2) Offering newly issued shares at a low price 3) Offering the convertible debentures or warrants at a low price 4) Having paid dividends in total or in parts combined with newly issued shares 5) Having paid dividends more than what has been specified in the rights specification 6) Other events similar to 1) to 5) that lead to less benefits for the warrant holders Minimum required disclosure 1) Existing exercise ratio and new ratio after rights adjustment 2) Existing exercise price and new price after rights adjustment 3) Effective date for rights adjustment e.g. from XD Date (the day shareholders are not eligible to receive dividends) Period of rights adjustment notification : The company must report about rights adjustment immediately before the rights adjustment takes effect In case the company currently issue warrants or convertible securities, it must calculate whether those securities are subjected to adjust the right of securities when the board resolution shows that it impacts the right of security holders such as changing in par value, issuing discounted securities, issuing stock dividend, paying dividend exceed terms and conditions. Therefore, the listed company must disclose whether it has to adjust the right of security holder from the impact of board resolutions. If yes, the company must calculate and disclose exercise ratio or exercise price at the day of board resolution is announced or a day prior to the adjustment is effective. The procedure includes any change of the board agenda in general meeting that affects the adjustment of securities. After the company has reported about warrant exercise results, it has to register shares from capital increase with the Commerce Ministry. The Department of Business Development will issue the capital registration certificate and receipt of capital registration to the company. The company sends the capital registration certificate to Thai Securities Depository Co., Ltd. (TSD), so that TSD can add shares for each warrant holder by crediting the company s capital increase to the warrant holders account, or alternatively issuing the share certificates to warrant holders. Filing the listing request form for additional shares (F53-6) with 1) a copy of company registration certificate, and 2) a copy of the receipt for capital increase registration. Both documents must be signed by authorized persons. SET will consider these supporting documents to list additional shares from capital increase The filing must be done within 30 days after the offering and payment for capital increase shares have ended, or after the exercise date. 2

3 Listing date for capital increase shares Listing application fee for the capital increase shares After SET has received F53-6 form and other supporting documents, and credited capital increase shares into the warrant holders account, or issued the share certificates, SET will announce it has approved listing of additional shares. The listed securities will begin trading on the following business day after announcement (in case the company s shares are not currently halted from trading) None In the event that the listed company has issued non-listed warrants, the listed company will be responsible for reporting the results of warrant exercise and rights adjustment (if any), as well as getting additional shares from the conversion listed on the Exchange. 3

4 Q&A Question In case there is rights adjustment for warrant holders, can the company choose to issue warrants instead of adjusting the exercise ratio? Answer Yes the company can do so, provided that this condition is stated in the rights specification. 4

5 Example of information disclosure regarding warrant exercise schedule Subj : Notification of TNIM-W4 exercise in February 2013 As TNIM has issued and allocated 325,429,928 units of TNIM-W4 warrants, valid for three years starting from 19 May 2010 (last exercise date: 18 May 2013), to existing shareholders, the company would like clarify in details about the intention to exercise TNIM-W4 warrants for February 2013, as follows: 1. Period of notification: and February 2013, at hrs. 2. Exercise date: 28 February : baht per 1 common shares 4. Exercise ratio 1 warrant unit per 1.1 common shares 5. Documents used in submitting the notification - Notification form regarding the intention to exercise, having filled with correct and complete information (The form can be obtained at.) - Warrant or the duplicate of warrant - Cash, cheque or draft billable in Bangkok or money transfer to ".Account".Bank, current account no... The transfer document will be attached within each exercise date, or payable no later than 27 February Documents required for the subscription - Thai national : Certified true copy of Thai ID card - Foreign national : Certified true copy of passport - Domestic juristic person : Certified true copy of company certificate, and certified true copies of authorized persons documents - Foreign juristic person : Certified true copy of company establishment, memorandum of association, company s regulation, and company certificate certified by Notary Republic, and certified true copies of authorized persons documents 7. Contact address for the exercise. Example of information disclosure about the results of warrant exercise SUBJ Results of the exercise of TNIM-W4 warrants As TNIM has issued warrants to existing shareholders with the following details: Amount: 325,429,928 units : baht per share Exercise ratio: 1 warrant : 1.1 common shares Remarks: The company issued and allocated TNIM-W4 warrants to existing shareholders on 19 May 2010, and start trading on 8 June The company would like to report the results of TNIM-W4 warrant exercise, for 28 February 2013, with following details: No. of people applied for the exercise 54 persons No. of warrants exercised 32,568,181 units No. of warrants outstanding 218,873,162 units No. of common shares already allocated 35,824,996 shares No. of common shares allocated for outstanding exercise 243,870,571 shares Amount of fund raised from warrant exercise 423,379,834 baht 5

6 Example of the disclosure on warrant rights adjustment SUBJ Notification about the adjustments of exercise price and ratio for TROPS-W3 and TROPS-W4 Following the board resolution no. 17/2556 on 16 August 2013, the company will be paying an interim dividend for the first half of 2013 at 0.05 baht per share, which is above the rate specified in the company s rule on the rights and responsibilities of the issuer and holder of 3 rd tranche warrants ( TROPS-W3 ) and 4 th tranche warrants ( TROPS-W4 ). Therefore the company would like to announce adjustments of exercise price and ratio of TROPS-W3 and TROPS-W4 in line with the formula specified in the above rights specification, as follows: 3 rd tranche warrants (TROPS-W3) Existing exercise ratio is eligible to buy shares baht per share New exercise ratio is eligible to buy shares baht per share 4 th tranche warrants (TROPS-W4) Existing exercise ratio is eligible to buy shares baht per share New exercise ratio is eligible to buy shares baht per share The company has allocated sufficient amount of common shares for the conversion of TROPS-W3 and TROPS-W4. Changes in exercise price and ratio became effective starting from the first XD date (SET posted the XD sign o 27 August 2013) Example of the disclosure about the last warrant exercise schedule SUBJ Notification about the last exercise date for IPTS-W1 As IPTS has issued and offered 83,333,014 units of IPTS-W1 warrant, which is scheduled for exercise on the last business day of May and November each year through the warrant life. The first exercise date falls on 29 May 2009, and the last exercise date falls on 6 May However, since the last exercise date coincides with the company s holiday (substitution for the Coronation Day), the company would like to move the exercise date to 3 May 2013 with the following details regarding the last exercise schedule of IPTS-W1: 1. Book closing date for IPTS-W1: 12 April - 3 May The company would like to ask SET to halt trading of IPTS-W1 from 9 April 3 May (by posting SP sign) 3. Period of notifying the intention to last exercise: 18 April 2 May 2013 at hrs. (except Sat-Sun) 4. Last exercise schedule : 3 May Price and exercise ratio - Price eligible for buying common shares at baht - Exercise ratio at warrant 1 unit : common shares shares 6. The termination of IPTS-W1: From 4 May 2013 onwards, IPTS-W1 warrants will be expired and end its listing status 7. Documents used to notify the intention 7.1 The notification form for exercising warrants filled with correct, clear, and complete information, 6

7 and signed by the warrant holder attached herewith (The notification form is available at... or can be downloaded from www ) 7.2 Warrant or the duplicate of warrant (for scripless system) 7.3 Cash, cheque, draft, bill of exchange, or payable note collected in Bangkok within 2 business days after each exercise, crossed and payable to only... Company or the cash transfer to...company Account no. Savings Account of Bank, with the fax cover of the transfer attached. 7.4 Supporting documents - Thai national : Certified true copy of Thai ID card - Foreign national : Certified true copy of passport or alien ID - Domestic juristic person : Certified true copy of company certificate (within 3 months), and certified true copies of authorized persons documents - Foreign juristic person : Certified true copy of company certificate certified by Notary Republic (within 3 months), and certified true copies of authorized persons documents 8. Contact address for the exercise. Tel. Fax. 9. Conditions 9.1 Units of warrants or the duplicates are for 1 warrant per common shares only, unless it is specified in the prospectus concerning the exercise rights and warrant price. In the event that there has to be adjustments in the warrant rights, the company will notify by 9.00 hrs. of the day the changes in exercise price and ratio become effective. 9.2 The notification form will be complete upon submitting complete documents along with the cheque, draft, bill of exchange, or bank s payable has been collected already. Related Regulations SET s regulations Notification of the Board of Governors of the Stock Exchange of Thailand re : Rules, Conditions and Procedures Governing the Disclosure of Information in respect of Capital Increase of Listed Companies, 2011 SET s circular Bor.Jor.(Wor) 14/2015: Subject: Requesting attention and compliance on the guidelines on listed companies disclosure of information in case of informing the rights adjustment of warrants or other convertible securities before the effective exercising date or rate. 7