(TRANSLATION) Checklist Warrant-RO Right Offering of Warrant and Rights Issue of New Shares reserved for warrants conversion ( Reserved Shares )

Transcription

1 (TRANSLATION) Checklist Warrant-RO Right Offering of Warrant and Rights Issue of New Shares reserved for warrants conversion ( Reserved Shares ) Issuing Company ( Company ) Lighting and Equipment Public Company Limited Being a listed company on the stock Exchange of ( Listed Company ) Being a public company, which duty is bound pursuant to Section 56 ( Non-listed Company ) Details of Warrant - Name of warrant (if any): Warrants to purchase ordinary shares of Lighting and Equipment Public Company Limited No.2 ( L&E-W2 ) - Offered for sale to the Company s shareholders, whose names appear on the share registration book as of May 11, Closing date of share registration book, in accordance with Section 225 of the Securities and Exchange Act, will be May 12, Warrants offering date: May 24, End of warrant maturity: May 23, Number of warrant: 14,102,799 units - Last exercise date: May 23, Offering price: 0 Baht - Number of reserved shares: 14,102,799 shares - Exercise ratio: 1 unit of warrant per 1 ordinary share - Exercise price: Bt 7.40 per share 1. Features of warrant Checklist Fully meet the criteria 1 References (Item/Page) 1.1 Proportion of reserved shares to total issued shares of the Company is 50% Appendix - calculation of reserved shares > 50% only for issuance of warrant in either one of the following cases, for which waiver has been given by the Office of the SEC before the offering as per letter no. dated. (1) The company is in the conditions that need financial assistance (2) It is intended for the Company s debt restructuring (3) It is deemed necessary and proper for the benefits of the Company 1 Identify N/A if the prevailing criteria is not applicable with the Company 1

2 Checklist and the shareholder as a whole 1.2 The warrant has definite maturity, being 10 years commencing from the warrant issuing date (May 24, 2011). Fully meet the criteria 1 References (Item/Page) Terms on Rights and Duties of L&E-W2, Page 2 Item Definite exercise price and ratio are specified. Terms on Rights and Duties of L&E-W2, Page 2-3 Item Certain period is specified for expressing intention of the last exercise, i.e. 15 days before the exercise date. 1.5 Certain period of time is specified for exercising the right to buy reserved shares within warrant maturity. 2. Invitation notice of the shareholders meeting, containing at least the data below: 2.1 Preliminary data of warrants such as - Tentative exercise price and ratio - Exercise period - Last exercise date - Rationale for newly issued shares to reserved for rights adjustment Terms on Rights and Duties of L&E-W2, Page 5 Item 4.1 Terms on Rights and Duties of L&E-W2, Page 6 Item 4.2 Invitation notice of the shareholders meeting Attachment 6 2

3 Checklist - Other, please indicate 2.2 Dilution effects, please indicate - price dilution - Earning dilution or control dilution Fully meet the criteria 1 References (Item/Page) Invitation notice of the shareholders meeting Attachment Allocation of warrants Invitation notice of the shareholders meeting Attachment Other, please indicate 3. Resolutions of the shareholders meeting and resolution tenure 3.1The Company has obtained a resolution from the shareholders meeting to issue reserved shares in an adequate amount. 3.2 The Company has completed the allocation of warrants within 1 year from the date of the shareholders meeting resolution has been made (the shareholder meeting s resolution was given on April 26, 2011) 4. Covenants of warrant containing at least the data below: 4.1 Feature of warrants as follows: (1) Maturity of warrants, 2 years (2) Warrants offering price and exercise price (3) Warrants exercise ratio (4) Warrants exercise method, e.g. exercise every final day of each quarter (5) Other significant data, please indicate Resolutions of the shareholders meeting Page 5 Form of report of the results of sale of warrants Terms on Rights and Duties of L&E-W2 Page 2-3 Item 2.1 and Page 6 Item Rationale, conditions and procedures pertaining to the amendment to Terms on 3

4 the warrant covenants Checklist 4.3 Compensation for damage to be obtained by warrant holders in case the Company fails to allocate reserved shares, which shall be the difference between the share market price and the exercise price. 4.4 Protection of warrant holders as follows: (1) In case of call warrants, the Company warrants and represents that all covenants pertaining thereto: (a) is fair and clear, and the call warrants is on reasonable grounds of any incidents or actions and beyond any individuals control. (b) require that the Company shall call warrants only under the certain circumstances as specified (c) require that there are measures in place to ensure all warrant holders acknowledgment and awareness of such call provision Fully meet the criteria 1 N.A. References (Item/Page) Rights and Duties of L&E-W2 Page Item 11 Terms on Rights and Duties of L&E-W2, Page Item 7 - (2) Rationale and condition in the right adjustment and the calculation method are specified, (a) When there is a change in the par value of the Company as a result of share merge or split. (b) When the Company offers to sell its newly issued shares at the price lower than the market price. Terms on Rights and Duties of L&E-W2 Page 11 Item 6.1 (1) Terms on Rights and Duties of 4

5 Checklist (c) When the Company offers to sell its CD or warrant at the price lower than the market price. (d) When the Company pays dividend wholly or partially in form of share dividends to the shareholders. (e) When the Company pays dividend in monetary form in the amount exceeding that specified in the covenant (f) When there is any other case arising in the same manner as (a) (e) above that will cause the consideration to the warrant holders, who exercise their warrants to become inferior to that earlier specified. In case of events as prescribed in (b) and (c) above, the Company has specified the discount rate from the market price of the ordinary shares and calculation method of the offering price and the market price of the ordinary shares in the covenant. Fully meet the criteria 1 References (Item/Page) L&E-W2 Page Item 6.1 (2) Terms on Rights and Duties of L&E-W2 Page Item 6.1 (3) Terms on Rights and Duties of L&E-W2 Page 14 Item 6.1 (4) Terms on Rights and Duties of L&E-W2 Page Item 6.1 (5) Terms on Rights and Duties of L&E-W2 Page 15 Item 6.1 (6) Terms on Rights and Duties of L&E-W2 Page Item 6.1 (2)- 5

6 Checklist (However, a waiver has been granted by the Office of the SEC to the Company before the offering of warrants if the Company does not make right adjustment, in the case that such scenario in (a) (f) arises, pursuant to the regulator s letter no. dated ) 5. Required process after the offering of warrant 5.1 The Company has stated in the offering of warrant that right adjustment shall be made by either one of the following methods: (1) Adjustment of exercise price and ratio, or (2) Adjustment of exercise price together with new warrant issue to substitute for the adjustment of exercise ratio. If issuance and offering of additional reserved shares are required, the Company shall seek approval from the Office of the SEC by filing to the Office together with the shareholder meeting s resolution for the issuance of reserved shares in an adequate amount for the right adjustment. 5.2 The Company has stated in the offering of warrant that the warrant maturity shall not be extended and the exercise price and ratio shall not be changed, unless it is in the case of right adjustment pursuant to clause 4.4 (2). Fully meet the criteria 1 N.A. - References (Item/Page) (3) - Terms on Rights and Duties of L&E-W2 Page 11 Item 6.1 Terms on Rights and Duties of L&E-W2 Page 11 Item 6.1 We, on behalf of the Company, hereby acknowledge and observe in all respects the conditions pursuant to the Notification of the Capital Market Supervisory Board regarding the request and the grant of approval for the company to offer for sale of warrants and shares reserved for the exercise of warrants. For any amendment to the covenants of the warrants after the warrants offering, the Company shall undertake to ensure the compliance with the covenants and shall not perform in contradiction to the provisions of the Notification of the Capital Market Supervisory Board. The Company shall inform the Office of the SEC in writing of such 6

7 amendment within 15 days from the amendment date. We certify that all the information contained herein is correct and true in all respects (Mr.Pakorn Borimasporn) (Mr. Anant Kittivittayakul) Chairman of the Executive Committee Managing Director Authorized directors of the Company seal the Company affix (if any) 7

8 Remark The offering for sale of newly issued securities at discount means the offer to sell the newly issued securities in any of the following cases: 1. The offering to sell the newly issued shares, which the offering price as specified in Clause 1 is at the discount of more than 10.00% of the market price. 2. The offering to sell the warrants and the newly issued shares reserved for the exercise of warrants, which the offering price as specified in Clause 1 is at the discount of more than 10.00% of the market price 3. The offering to sell the convertible debenture, which the offering price as specified in Clause 1 is at the discount of more than 10.00% of the market price 1. Calculation of the offering price 1.1 In case of offering to sell the ordinary shares, offering price is determined by the price that offered to the public. 1.2 In case of offering to sell the warrants, offering price is determined by the offering price of warrant plus the exercise price to purchase ordinary shares 1.3 In case of offering to sell the ordinary shares simultaneously with warrants, offering price is determined by the following formula: ((Ps) (Qs)) + ((Pw)(Qw)) + ((Ep)( Qx)) Qs + Qx Where Ps = the offering price of ordinary share Qs = number of the offering shares Pw = the offering price of warrant Qw = number of the offering warrant Ep = the exercise price to purchase ordinary shares Qx = number of shares to be received from the exercise of warrants 1.4 In case of offering to sell the convertible debenture, offering price is determined by the offering price of convertible debenture divided by conversion ratio. 2. Calculation of market price is determined by any of the following criteria. 2.1 Weighted average market price, either closed price or average price, of shares of not less than 7 consecutive business days, but not more than 15 consecutive business days prior to the date of determination of the offer price 8

9 The date of determination of the offering price is specified as follows: a) The date that the Board of Directors of the Company resolves to propose the offering for sale of warrants and the reserved shares at discount to the shareholders for approval or; b) The date that the shareholders approve the offering for sale of newly issued shares at discount or; c) The first date that the securities are offered to the investor or; d) The date that the investors obtain the right to subscribe the newly issued ordinary shares In case the weighted average market price as specified in Clause 2.1 is not applied, the appropriateness and reasons of not using such the price shall be clearly provided. 2.2 The price determined the comparison of demand and supply for the offered securities i.e. book building. 2.3 Fair value of securities evaluated by the financial advisor, who is in the approved list of the Securities and Exchange Commission. In this case, material assumptions used in the valuation shall be clearly provided. 9

10 Documents to be Submitted Together with Checklist of Right Offering of Warrant And Newly Issued Reserved Shares Document to be sent together with checklist 1. Report on result of rights offering of warrants and reserved shares 2. Invitation notice of the shareholders meeting to resolve the issuance and offering of warrants and reserved shares 3. Resolution of the shareholders meeting to approve the issuance and offering of warrants and reserved shares Available/Not available Remarks Details are presented in the attached documents 4. Warrant covenants 5. Details of the calculation of reserved shares Details are presented in the calculation of reserved shares 6. Details of the calculation of dilution effects Details are presented in the calculation of dilution effect 7. Letter of the Office of the SEC informing the waiver of warrants - issuance in excess of 50% (if any) 8. Waiver letter issued by the Office of Securities and Exchange - Commission regarding the occurrence of events, which the Company shall not adjust the right of warrants (if any) Note Every page of the above documents has to be signed by the authorized directors. 10

11 Details of the calculation of reserved shares Proportion of reserved shares = (A + B) x 100 (C + D) Where A = shares reserved for the offering of warrants this time, which is 14,102,994 shares B = shares reserved for the prevailing convertible debenture or warrants, excluding shares reserved for ESOP-CD or ESOP-warrant. In this case, convertible debenture, warrants and ESOP do not exist, hence, B = 0. C = Number of paid-up and issued shares of the Company, which is 45,834,733 shares D = number of other newly issued shares to be offered simultaneously with this offering of warrants. In this case, none of these shares to be issued, hence D = 0. Substitute A, B, C and D in the formula: Proportion of reserved shares = (14,102, ) x 100 (45,834, ) = 30.77% 11

12 Details of calculation of dilution effect Control Dilution In case some of L&E-W2 Holders, who subscribe to purchase ordinary shares, are not the Company s shareholders, control dilution will be 23.53% for the existing shareholding in proportionate to each shareholder. This can be calculated by the following formula: Control Dilution = Number of reserved shares reserved for warrant offering this time Number of paid-up shares + reserved shares reserved for warrant offering this time = 14,102,994 / (45,834, ,102,994) = 23.53% Consequently, control dilution in case some of L&E-W2 Holders, who subscribe to purchase ordinary shares, equals 23.53% Earnings Dilution In case all of L&E-W2 is totally subscribed, earning per share after the subscription will decrease by 23.53% of earning per share prior to the offering of warrants. Earnings dilution can be calculated as follows: Earnings per share dilution = Earnings per share prior to the offering of warrant Earnings per share after the offering of warrant Earnings per share prior to the offering of warrant Where: earnings per share prior to the offering of warrants = Net Income / Number of paid-up shares = 50,995,183 / 45,834,733 = Baht per share Earnings per share after the offerings of warrant = Net Income / (Number of paid-up shares + Number of shares reserved in this offering of warrant) = 50,995,183 / (45,834, ,102,994) = Baht per share 12

13 Hence, earnings per share dilution = ( ) / Consequently, earning dilution equals to 23.53%. = 23.53% Price Dilution Price dilution can be calculated as follows: Price dilution = (P 0 P 1 ) / P 0 Where P 0 P 1 Where Q 0 P E Q E = market price of the Company s ordinary shares prior to the issuance and offering of L&E-W2, which is determined by weighted average closing price of the Company s ordinary shares during 7 consecutive business days prior to the date that the Board of Directors resolved the issuance and offering of L&E-W2 (February 23, 2011), which equals to Baht per share = share price after the issuance and offering of L&E-W2 can be calculated as follows: = (P 0 Q 0 + P E Q E ) / (Q 0 + Q E ) = ( *45,834, *14,102,994) / (45,834, ,102,994) = 480,775, / 59,937,727 = Baht per share = Number of shares prior to the issuance and offering of L&E-W2 is 45,834,733 shares = The offering price of L&E-W2 plus the exercise price of L&E-W2 equals to = Baht 7.40 per share = Number of shares reserved for the exercise of L&E-W2 is 14,102,994 shares Hence, price dilution = (P 0 P 1 ) / P 0 = ( ) / = 2.33% Consequently, price dilution equals to

14 Terms on Rights and Duties of the Warrant Issuer and L&E-W2 Holders ( Warrant Terms ) of Warrants to Purchase Ordinary Shares of Lighting and Equipment Public Company Limited ( L&E-W2 ) The warrants to purchase newly issued ordinary shares of Lighting and Equipment Public Company Limited ( L&E-W2 or the Company ) are issued by Lighting and Equipment Public Company Limited (the Warrant Issuer of L&E-W2 ), according to the resolution of the Annual General Meeting of shareholders on April 26, The Warrant Issuer and the holders of L&E-W2 are bound by terms and conditions under the Warrant Terms in all respects. The L&E-W2 Holders are deemed to have acknowledged and understood all terms stipulated in these Warrant Terms as well as consented to the appointment of the Registrar of L&E-W2 and other terms in the Agreement to Appoint the Registrar. The Warrant Issuer shall retain one copy of this Warrant terms at the head office of the Warrant Issuer for the inspection by the L&E-W2 Holders during the office hour of the Warrant Issuer. 1. Definitions Terms and wordings used in these Warrant Terms shall have their respective meanings as follows: Warrant Terms : The warrant terms on rights and duties of the Warrant Issuer and warrant holders of L&E-W2 issued by Lighting and Equipment Public Company Limited and its amendments (if any) L&E-W2 : Warrants to purchase ordinary shares of Lighting and Equipment Public Company Limited, details of which are set out in these Warrant Terms Replacement Certificates of L&E-W2 : The Replacement Certificates of L&E-W2, issued by Thailand Securities Depository Company Limited Warrant Issuer or the Company : Lighting and Equipment Public Company Limited Business Day : The day the Stock Exchange of Thailand is opened to transact its business L&E-W2 Holders or Warrant Holders : Any holder of each unit of L&E-W2 as provided in Clause 3.2 L&E-W2 Register Book or register book Right of L&E-W2 : The register book of L&E-W2 or sources of information which contain records of L&E-W2 and L&E-W2 Holders which are in the custody of the Registrar : All rights under L&E-W2 including, but not limited to, right to purchase newly issued ordinary shares allocated for to the exercise of right under L&E-W2, right to attend and vote at the meeting of L&E-W2 Holders, right to receive any compensation in case of inadequacy of ordinary shares allocated for the exercise 14

15 of L&E-W2. Allotted Shares : 14,102,799 newly issued ordinary shares of the Company allocated for the exercise of L&E-W2, including any additional ordinary shares to be issued in the case of the adjustment of rights under the Warrant Terms Issuance Date of L&E-W2 : May 24, 2011 Expiration Date of L&E-W2 : May 23, 2013 Maturity Date or Last Date for the : As provided in Clause 4.2 of the Warrant Terms Exercise Registrar : Thailand Securities Depositary Company Limited TSD : Thailand Securities Depositary Company Limited SET : The Stock Exchange of Thailand mai Market for Alternative Investment 2. Characteristics and Conditions of Warrant No Details of the Right offering of the warrants Warrant Issuer : Lighting and Equipment Public Company Limited Address of Warrant Issuer : Gypsum Metropolitan Tower, Floor 16-17, 539/2 Sri-Ayudhaya Road, Ratchathewi Bangkok Type of Securities Offered : Warrants to purchase ordinary shares of the Company or L&E- W2 Type of Warrants : Registered by name and transferable Issuance Date : May 24, 2011 Maturity of warrant : 2 years from the Issuance Date Number of L&E-W2 : 14,102,799 Units Exercise Ratio : 1 unit of L&E-W2 shall be entitled to purchase 1 newly issued Allotted Shares for L&E-W2 Allocation method ordinary share (subjected to the adjustment of exercise price and exercise ratio in Clause 6, if any) : 14,102,799 shares at par value of THB 5 each, accounted for percent of paid-up capital : Offering to the existing shareholders of the Company. The shareholders who entitled to subscribe for L&E-W2 shall be the ones whose names appear in the share register book on May 11, 2011 which is designated as the Record Date and such names shall be compiled as required by Section 225 of the Securities 15

16 Offering Price Exercise Price Secondary Market of L&E-W2 Exercise Method and Conditions for the Exercise and Exchange Act B.E on the closing date which is May 12, The allotment ratio shall be 3.25 existing ordinary shares per 1 unit of L&E-W2 (any fraction less than 1 from the calculation shall be rounded down) : THB 0 (zero) per unit : THB 7.40 per share at par value of THB 5 each (subjected to the adjustment of exercise price and exercise ratio in Clause 6, if any) : These warrants shall be listed on the mai within 30 days from the Issuance Date of L&E-W2, under the relevant rules and regulations : As provided in Clause 4 of the Warrant Terms 2.2 Effects to the Shareholders as a Result of the Issuance of the L&E-W2 which is Offered to the Existing Shareholders Proportionately to their Shareholding Percentage (1) Any ordinary shares issued as a result of the exercise of L&E-W2 shall rank pari passu as the existing ordinary shares; (2) The issuance of L&E-W2 and the offer for sale to the existing shareholders on a pro rata basis shall not have any adverse effect to the existing shareholders at the time of its issuance and offer for sale to the existing shareholders, but may result in the dilution of shareholding percentage once the right under the L&E-W2 was exercised to purchase ordinary shares of the Company. Provided that prior to the allocation of the L&E-W2 to the existing shareholders, the Company has the paid-up capital of THB 229,173,665 as at December 31, 2010 comprising of 45,834,733 shares at a par value at THB 5 each. The effect toward the existing shareholders may be divided into two different scenarios: Scenario 1: The existing shareholders exercise their rights to subscribe to all newly issued ordinary shares Scenario 2: Other parties, other than the existing shareholders, subscribe to all newly issued shares Table summarizing the effect on the existing shareholders (unit: percent) Scenario 1 Scenario 2 Control Dilution 0.00* EPS Dilution

17 Price Dilution Remark: * This transaction has no control dilution effect under scenario 1 since all warrants are offered to the existing shareholders. 2.3 Delivery of the Warrant The Company will deliver warrants to the shareholders, whose names appeared in the share register book on May 11, 2011 (the Record Date ) ( the Entitiled Shareholders ) and the closing date of share register book, in accordance with Section 225 of the Securities and Exchange Act, to determine the list of Entitled Shareholders is May 12, The issuance and delivery of the warrants shall be in compliance with the following details and steps: (1) In case the Entitiled Shareholders would like the Company to issue Warrant Certificate bearing the names of the shareholders, i.e. the Script System, the Company shall issue such Warrant Certificate and authorize TSD to deliver such Warrant Certificates to the shareholders by way of registered mail with confirmed receipt to the addresses appeared on the share register book as of May 11, 2011 within 14 days from the issuance date. In such a case, the L&E-W2 Holders may not immediately be able to sell the allotted warrants in the mai unless and until they have received the Warrant Certificates. (2) In case the Entitiled Shareholder does not want the Warrant Certificate, but would like the Company to issue the warrants and authorize TSD to deliver such warrants by depositing the allotted warrants into the security trading account which the L&E-W2 Holders have opened with the securities company within 7 business days from the Issuance Date. In this case, the L&E-W2 Holders may proceed to sell the warrants at once upon the approval by the SET to trade such warrants. 3. The L&E-W2, the L&E-W2 Register Book and L&E-W2 Holders 3.1 The Registrar shall have the duty to issue the Warrant Certificates to all L&E-W2 Holders. In case of the Warrant Certificates deposited with the TSD, the name of TSD shall be registered in the L&E-W2 register book, the Registrar shall issue the Warrant Certificate or Replacement Warrant Certificate to the L&E-W2 Holders in the form prescribed by the Registrar. 3.2 L&E-W2 Holders General case Rights under the L&E-W2 shall be vested in the individuals or juristic persons whose names appeared in the L&E-W2 Register Book at that time or on the first date of the closing date of L&E-W2 (in the case of closing of L&E-W2 Register Book). 17

18 In the case of TSD registered as L&E-W2 Holder Rights under the L&E-W2 shall be vested in the individuals or juristic persons whose names appeared in the notice of TSD to the Registrar as the L&E-W2 Holders which were registered in the L&E-W2 Register Book at TSD at that time or on the first date of the closing date of L&E-W2 (in the case of closing of L&E-W2 Register Book). 3.3 In the case where TSD is registered as the L&E-W2 Holder, if the actual L&E-W2 Holder wants to register its name in the Warrant Certificate as the holder. The Registrar shall issue the Warrant Certificate in the name of the person who deposited the L&E-W2 with TSD and register such name and number of L&E-W2 in the L&E-W2 Register Book as notified by TSD. Upon issuance of L&E-W2 and registration of the name and number of L&E-W2 in the L&E-W2 Register Book as such, the Registrar shall correct the number of warrants held by TSD by substracting the number of L&E-W2 reallocated to the actual L&E-W2 Holder as notified by TSD from the total number of L&E-W2 held in the name of TSD. If the Registrar fails to make such correction for whatever reasons, it shall be deemed that the number of L&E-W2 held in the name of TSD shall be less the number of L&E-W2 reallocated and registered in the name of the actual L&E-W2 Holder. 4. Exercise Right of Warrants 4.1 Notification Period for the Exercise of Warrant Notification period of each exercise date (except for the final exercise date) The L&E-W2 Holders who intend to exercise their rights to purchase the Company's ordinary shares shall notify their intention within 5 business days prior to each exercise date during 9.00 hrs. to hrs. and follow the procedures to exercise warrant as described in Section 4 of terms and condition of L&E-W2. The Company will inform the L&E-W2 Holders on the notification period, the exercise ratio and the exercise price through the information service system of the SET not less than 7 days prior to each notification period. Notification period of the final exercise date The warrant holders of L&E-W2 who intend to exercise their rights to purchase the Company's ordinary shares shall notify their intention within 15 business days prior to the final exercise date of warrants during 9.00 hrs. to hrs. and shall follow the exercise procedures as described in Section 4 of terms and condition of L&E-W2. 18

19 The Company shall send a notice by registered mail to all of L&E-W2 Holders whose names appeared in the L&E-W2 Register Book on the closing date which shall not be less than 21 days before the maturity date. In addition, during such 21 day period before the maturity date, the Company shall notify to the SET to suspend the trading of L&E-W2 (or the SP sign shall be posted by the SETi) provided that the SET shall post the SP sign 3 days prior to the closing date of L&E-W2 Register Book. 4.2 Exercise Date of Warrant Exercise date of warrant (except the final exercise date) L&E-W2 Holders can exercise right to purchase the Company's ordinary shares on the last business day of January, May and September throughout the term of L&E-W2; provided that the first date for the exercise of such right shall be September 30, Final exercise date of warrant L&E-W2 Holders can exercise the right to purchase the Company's ordinary shares on the date falling second anniversary of the issuing date of warrant. If such date falls on the date which is not a business day of the SET, such date shall be brought forward to the last business day prior to the date which is the second anniversary of the issuing date of the warrant; provided that the maturity date of L&E-W2 shall fall on May 23, Exercise of warrants Procedures Persons and Place to exercise warrants Accounting and Finance Department Lighting and Equipment Public Company Limited Gypsum Metropolitan Tower, Floor 16-17, 539/2 Sri-Ayudhaya Road, Ratchathewi Bangkok Telephone: Fax: Exercise Procedures The L&E-W2 Holders who intend to exercise their rights to purchase the ordinary shares shall comply with the following conditions and procedures; (1) The L&E-W2 Holders who intend to exercise the right must accurately complete and sign the notification form (in case of a juristic person, the notification form must be signed by the authorized person(s) 19

20 of such juristic person with company seal (if applicable)) and submit the form together with warrant certificates of L&E-W2 or substitute document and the following documents; - Thai individual: A certified true copy of the valid Identification Card, Civil Servant Identification Card or State Enterprise Employee Card. In case of the Civil Servant Identification Card or State Enterprise Employee Card, a certified true copy of his/her house registration is also required, and in case of child, the parents' confirmation letter together with a certified true copy of the identification card of parents and a certified true copy of the house registration containing the child's name are also required. - Foreign individual: A certified true copy of the alien certificate or passport. - Juristic Person Incorporated in Thailand: A copy of the Affidavit issued by the Ministry of Commerce not more than 12 months prior to the exercise date, certified by the authorized person(s) of such juristic person and affixed with the seal of the juristic person (if any) together with a certified true copy of the valid identification card, civil servant identification card, state enterprise employee (in the case of civil servant and state enterprise employee identification card, a certified true and correct copy of the house registration is also required). In the case where authorized person is non-thai, a certified true and correct copy of the alien certificate or passport (as the case may be) is also required. - Juristic Person Incorporated outside Thailand: Copies of the Certificate of Incorporation, Memorandum of Association, and Affidavit, issued not more than 12 months prior to the exercise date, certified by the authorized person(s) of such juristic person and affixed with the seal of the juristic person (if any) together with a certified true copy of alien certificate or passport (as the case may be) of such authorized person(s) of such juristic persons. Copies of documents referred to above which were certified true and correct shall be notarized by the notary public and legalized by the official at the Thai embassy or Thai Consul of the country where the documents as such were prepared or certified true and correct. The notarization and legalization as such shall be done within 12 months prior to the maturity date. As for L&E-W2 in the form of script system, L&E-W2 Holders can promptly lodge warrant certificates as evidence to notify their intention to exercise. As for L&E-W2 in the form of scriptless, any holder thereof wanting to exercise its right to purchase the ordinary share of the Company shall express its intention and fill out the form for a revocation of L&E-W2 or an issuance of the replacement certificate of L&E-W2 or L&E- W2 as required by the TSD by submitting the same to the securities company acting as its 20

21 broker and the securities company shall notify the TSD to revoke the warrant certificate of L&E-W2 and the revocation as such shall be used as evidence to purchase the ordinary share of the Company for the exercise of right as provided. (2) The L&E-W2 Holders shall submit the completed application and comply with the conditions as prescribed in the Exercise Procedures in Clause 4.3 and follow the conditions as prescribed in Exercise Right of Warrant in Cluase 4.1. (3) The number of share purchased from the exercise right of warrant should be an integer number while 1 unit of warrant has the right to purchase 1 ordinary share of the Company except for the case of an adjustment of the exercise ratio in Clause 6. (4) Payment should be made in whole of the exercise amount as specified in the notification form. The payment can be made in form of cash, transfer, personal cheque, draft, or cashier cheque (Bank cheque). In case payment is made by personal cheque, draft or cashier cheque, such personal cheque, draft or cashier cheque (Bank cheque) must be collectable in cash in Bangkok when called within 2 business days from each notification date. Cheque, draft, or cashier cheque (Bank cheque) must be crossed cheque payable to "Lighting and Equipment Public Company Limited for share subscription", current account number of Kasikorn Bank Plc., Phatphong branch. L&E-W2 Holders shall also write their names, address, and telephone numbers on the back of personal cheque, draft, or cashier cheque (Bank cheque). The exercise of warrant is complete upon the collection of payment to the Company. (5) L&E-W2 Holders shall be responsible for duty stamp or other related tax. L&E-W2 Holders shall also comply with any regulations or other laws that govern the exercise the right of warrant for new ordinary share. (6) If the Company does not receive warrant certificates at the amount specified in the notification form or does not receive the payment in an amount equal to the amount as specified in the notification form or finds that information filled in the notification form is inaccurate or incomplete or does not receive a proper amount of duty stamp required by laws, the Company will allow L&E-W2 Holders to correct such errors within each exercise date. Otherwise, the notification of intention to exercise the right of warrants shall be deemed to expire without exercise and the Company shall refund the exercise amount without any interest together with warrant certificate or temporary warrant certificate by registered mail within 14 days from each exercise date. However, the L&E-W2 Holders can re-submit the notification form on the next exercise date, except for the final exercise date on which the rights to exercise is expired and cannot be exercised later. 21

22 If the warrant holder does not pay the exercised amount or duty stamp in full, the Company reserves its right to proceed with one of the following alternatives as it sees fit: a. Deem that the notice of intention to exercise the right of warrant shall have been nullified without any exercise of right as such; or b. Deem that the number of shares subscribed is equivalent to the corresponding number of shares which could have been purchased by the amount paid to the Company at the prevailing exercise price; or c. Demand the warrant holder to make payment for the balance of the exercise amount due for payment within the notification period. If the Company does not receive a payment (representing the balance of the exercise amount and/or the unpaid tax) within such period in full, it shall be deemed that the notice of intention to exercise the right of warrant shall have been nullified without any exercise of right as such. In case of (a) or (c) (for the case that warrant holder does not pay the remaining balance) occurs, the Company shall refund the exercise amount without any interest together with warrant certificate or replacement warrant certificate by the registered mail within 14 days from the date following each exercise date. In case of (b), the Company shall notify the L&E-W2 Holders regarding their exercised amount as deemed as partial exercise and send the unexercised warrant by the registered mail within 30 days from the date following each exercise date. However, the unexercised warrant certificate is valid until the final exercise date. (7) When the L&E-W2 Holders has fully complied with the conditions as prescribed in the notification form by deliver all of the evidence representing the amount of warrants that they have allotted and the complete and accurate notification form together with a payment, the intention to exercise the right of warrants cannot be cancelled unless a written consent from the Company is obtained. (8) Upon a lapse of the last day for the exercise of right, if the warrant holder of L&E-W2 still fails to exercise its right or fails to fully comply with procedures required for an exercise of right as such, it shall be deemed that the warrant of L&E-W2 has been nullified without any exercise of right and the warrant holder of L&E-W2 shall no longer be entitled to exercise its right to purchase ordinary shares of the Company. (9) Upon a lapse of each and any exercise date, the Company shall notify the names of new shareholders holding ordinary shares as a result of an exercise of right under L&E-W2 to the TSD who has been acting as the registrar of the Company and register such names and corresponding capital increase resulting from the exercise of warrant with the Ministry of Commerce in accordance with the corresponding number of shares newly issued as a result of the exercise right of warrants, within 14 days from the date the 22

23 Company received the payment representing the exercise of right to purchase ordinary shares in full or from the maturity date. From the date that the notification of intention to exercise the right is submitted to the date before names of L&E-W2 Holders are recorded in the share register book, the rights of the exercising L&E-W2 Holders shall be deemed as other L&E-W2 Holders who do not notify the intention to exercise the warrants. 4.4 Status of Warrant during the Notification Period During the day the L&E-W2 Holders completed their notification of their intention to exercise warrants and the day the Company register the increased capital, the Company shall regard the aforementioned L&E-W2 Holders in the same status as other L&E-W2 Holders who have not declared their intention to exercise their warrants. Starting from the day the Ministry of Commerce acknowledged the register of the increased paid-up capital of the Company, the Company shall regard the aforementioned L&E-W2 Holders in the same status as shareholders of the Company. In the case where there is a right adjustment during the period where the Company has not yet registered the new shares (resulted from the exercise of warrants) with the Ministry of commerce, the rights of L&E-W2 Holders who had already exercised their rights will be adjusted accordingly. The Company will proceed on issuing additional shares to the L&E-W2 Holders as soon as possible to ascertain that the L&E-W2 Holders receive a number of shares as they would have received if they were to exercise warrants subsequent to the right adjustment. The L&E-W2 Holders may receive the additional shares after the previously received shares, but not later than 15 days from the right adjustment date. 4.5 Other Conditions for Exercising of Warrant The L&E-W2 Holders may exercise their right without any limitation except for the case that such the exercise causes the foreign holding of shares to exceed 30% of the paid up capital of the Company. The Company reserves its right to reject any share transfer that will result in the violation of such foreign shareholding ratio. 5. Warrant Registrar Thailand Securities Depository Company Limited 62 The Stock Exchange of Thailand Building 4 th and 7 th Floor, Ratchadapisek Road, Klongtoey, Bangkok Tel: Fax: The Registrar shall be responsible for closing the warrant register book. The warrant register book must consist of the full names, nationalties and addresses of the L&E-W2 Holders as well as the details as required 23

24 by the TSD. Shall there be any cases of inconsistency of any information, the Company will treat the information in the L&E-W2 Register Book as correct information. The L&E-W2 Holders shall have the duty to report on any change or error in the particulars recorded in the warrant register book, and the Registrar shall make a rectification or correction accordingly. The Company reserves the right to replace the Registrar, provided that a notice thereof must be given to the L&E-W2 Holders prior to the date of such replacement. 6. Adjustment of Exercise Price and Exercise Ratio 6.1 The Company will not extend the term nor adjust the exercise price and exercise ratio of L&E-W2, except for the case as stated in 1 (1)-(6). In such cases, the adjustment can be made throughout the terms of warrants which shall not reduce the warrant holder's benefits in case of the occurrence of the following events; (1) In case the Company changes the par value of its share as a result of a division or consolidation of its issued ordinary shares, the Company shall adjust the exercise price and exercise ratio which became effective before the effectiveness of the change in par value of the ordinary shares of the Company as such (which was effective on the date of registration of such change at the Ministry of Commerce) so that the entitlement of any holder of L&E-W2 is adjusted by and reflects the change in par value as such. (a) Exercise price shall be adjusted in accordance with the following formula; Price 1 = Price 0 x [ (Par1)/(Par0) ] (b) Exercise ratio shall be adjusted in accordance with the following formula; Ratio 1 = Ratio 0 x [ (Par1)/(Par0) ] where; Price 1 = New exercise price after the adjustment Price 0 = Exercise price before the adjustment Ratio 1 = New exercise ratio after the adjustment Ratio 0 = Exercise ratio before the adjustment Par 1 = New par value of ordinary share after the adjustment Par 0 = Par value of ordinary share before the adjustment 24

25 (2) The Company offers new ordinary shares to existing shareholders and/or to the public and/or to limited persons (a private placement) at an average price per share below 90% of "the Market Price of the Ordinary Shares". The adjustment of the exercise price and the exercise ratio shall be effective immediately on the first day that the shareholders have not obtained the right to subscribe for newly issued ordinary shares (the first day that the SET posts a "XR" sign) in the event that the offering is made to existing shareholders (a "rights issue"), and/or the first offering day of new ordinary shares to the general public, and/or the first day that has been agreed to sell and purchase new ordinary shares offering to limited persons (a private placement) (as the case may be). For the purpose of comparison, the average price of newly issued ordinary share and the Market Price of the Ordinary Shares shall be compared at the same basis of registered par value. With this regard, the average price of newly issued ordinary shares is calculated by dividing total proceeds received from the offering (net of relevant expense, if any) by total number of newly issued shares. "The Market Price of the Ordinary Shares" is equal to the "The Weighted Average Market Price of the Ordinary Shares". "The Weighted Average Market Price of the Ordinary Shares" is equivalent to the total trading value of the Company s issued shares in mai divided by the total number of shares that has been traded during 7 (seven) consecutive business days of the SET (exclusive of weekend and public holiday, if any) before the Calculation Date. In case there is no trading transaction during 7 (seven) consecutive business days for calculation of "The Market Price of the Ordinary Shares" as such, the Company will determine the fair price for such calculation instead. "The Calculation Date" defined as the first date that the shareholders have not obtained the right to subscribe for the newly issued ordinary shares and/or convertible securities (the first day that the SET posts a "XR" sign) in the event that the offering is made to existing shareholders (a "rights issue"), the first date of public offering, and/or the first date that has been agreed to sell and purchase newly issued ordinary shares to a private placement, as the case may be. (a) Exercise price shall be adjusted in accordance with the following formula; Price 1 = Price 0 x [ ( (A1 x MP)+B1X)/(MP x (A1+B1) ) ] (b) Exercise ratio shall be adjusted in accordance with the following formula; Ratio 1 = Ratio 0 x [ ( MP x (A1+B1) )/( (A1 x MP)+B1X ) ] 25

26 where: Price 1 = New exercise price after the adjustment Price 0 = Exercise price before the adjustment Ratio 1 = New exercise ratio after the adjustment Ratio 0 = Exercise ratio before the adjustment MP = "The Market Price of Ordinary Share" as specified in (2) A1 = Numbers of paid up ordinary shares as of the date prior to the closing date of share register book for the right to subscribe newly issued ordinary shares and/or the first date of public offering of newly issued ordinary shares and/or the first day that has been agreed to sell and purchase newly issued ordinary shares to a private placement B1 = Total number of newly issued ordinary shares offered to existing shareholders and/or public offering and/or private placement B1X = Net proceeds from the offering of newly issued ordinary shares, net of relevant expenses, if any, to existing shareholders and/or public and/or limited persons (3) The Company offers any newly issued securities to existing shareholders and/or the public and/or limited persons (a private placement), where such securities are convertible/changeable into ordinary shares or which provide a right to subscribe for ordinary shares (i.e. convertible debentures or warrants to purchase ordinary shares), with the average price per share of such newly issued ordinary shares reserved for such securities being below 90% of "the Market Price of the Ordinary Shares". The adjustment of the exercise price and the exercise ratio shall be effective immediately on the first date the ordinary shareholders have not obtained a right to subscribe for such securities convertible/changeable into ordinary shares or which provide a right to subscribe for ordinary shares (the first day the SET posts "XR" sign in case of right issue), and/or the first date of public offering, and/or to a private placement (as the case may be). The average price per share of newly issued ordinary shares reserved for those securities can be calculated from the net proceeds from the offering of such securities plus the money received from exercise of the rights to purchase ordinary shares (assume all securities are exercised) then divided by the total number of newly issued shares reserved for the exercise of such securities. (a) Exercise price shall be adjusted in accordance with the following formula; Price 1 = Price 0 x [ ( (A2 x MP) + B2X)/(MP x (A2+B2) ) ] 26

27 (b) Exercise ratio shall be adjusted in accordance with the following formula; Ratio 1 = Ratio 0 x [ (MP x (A2+B2) )/( (A2 x MP)+B2X) ] where: Price 1 = New exercise price after the adjustment Price 0 = Exercise price before the adjustment Ratio 1 = New exercise ratio after the adjustment Ratio 0 = Exercise ratio before the adjustment MP = "The Market Price of Ordinary Share" as specified in (2) A2 = Numbers of paid up ordinary shares as at the date prior to the closing date of share register book for the right to subscribe securities convertible/changeable to ordinary shares or the first date of public offering or the first day that has been agreed to sell and purchase securities convertible/changeable to ordinary shares to a private placement B2 = Total number of new ordinary shares reserved for the exercise of convertible /changeable securities B2X = Net proceeds from the offering of securities convertible/changeable to ordinary shares of the Company to existing shareholders and/or the public and/or a private placement plus proceeds from the exercise of such securities (4) The Company makes a stock dividend payment (all or partial) to shareholders of the Company. The adjustment of the exercise price and the exercise ratio shall be effective immediately on the first date that the shareholders do not have a right to such stock dividend (the first date that the SET posts a "XD" sign). (a) Exercise price shall be adjusted in accordance with the following formula; Price 1 = Price 0 x [ (A3)/(A3+B3) ] (b) Exercise ratio shall be adjusted in accordance with the following formula; Ratio 1 = Ratio 0 x [ (A3+B3)/(A3) ] 27

28 where: Price 1 = New exercise price after the adjustment Price 0 = Exercise price before the adjustment Ratio 1 = New exercise ratio after the adjustment Ratio 0 = Exercise ratio before the adjustment A3 = Numbers of paid up ordinary shares as of the date prior to the closing date of share register book for the right to receive stock dividend B3 = Total number of new ordinary shares reserved for the stock dividend (5) The Company pays cash dividends more than 90% of its net profit after tax of the separate financial statement of the Company for the operation of any accounting year during the term of the L&E-W2. The percentage of cash dividend paid to the shareholders shall be calculated from the actual cash dividend paid of each accounting year divided by the net profits after tax deduction from the same accounting year. (a) Exercise price shall be adjusted in accordance with to the following formula; Price 1 = Price 0 x [ (MP-(D-R) )/(MP) ] (b) Exercise ratio shall be adjusted in accordance with to the following formula; Ratio 1 = Ratio 0 x [ (MP)/( MP-(D-R) ) ] where: Price 1 = New exercise price after the adjustment Price 0 = Exercise price before the adjustment Ratio 1 = New exercise ratio after the adjustment Ratio 0 = Exercise price before the adjustment MP = "The Market Price of Ordinary Share" as specified in (2) D = Actual dividend paid per share R = Dividend per share calculated by assuming the Company pays 90% of the net profit after tax The adjustment of the exercise price and the exercise ratio shall be effective immediately on the first date that the shareholders do not have a right to such cash dividend (the first date that the SET posts a "XD" sign). 28