Information Memorandum
Description, Condition and Major Characteristics of Warrants #2 of
TICON Industrial Connection Public Company Limited (TICON-W2)
Listing Date : As of 15 March 2006 (Trading commencement on 15 March 2006)
Type of Securities : Warrants to purchase TICON's ordinary shares
Secondary Market :
The Stock Exchange of Thailand (Main Market) (25 percent of the Warrants
issued will be tradable on SET each year, as mentioned in the Prospectus, item no.
2.3.1 regarding conditions of transfer/exercise)
Number of Warrants : 25,618,000 Units
Underlying Shares : 25,861,883 Shares (Par Value of Baht 1 per share)
Issuer :
The Warrants were issued by TICON Industrial Connection Public Company
Limited ("Company") and allotted to the Company's Directors and selected employees.
Mr. Wei Cheng Kuan, the President, was authorized to determine the criteria of the
allotment including the qualifications of the employees who will be entitled to the
Warrants, the number of Warrants allotted to each person as well as other relevant
details regarding the allotment. The allotment for all Directors whose names as mentioned
in part 3 of the Prospectus for offering of ESOP Warrants, item no. 3.4, was determined
by the Compensation Committee.
Rights of Warrants :
1 Warrant will be exercisable to 1.00952 new ordinary shares at the Exercise
Price of Baht 8.965 per share.
However, the Exercise Ratio and Exercise Price can be adjusted concern with
adjustment of Exercise Price and Exercise Ratio in section of the Prospectus.
Type of Warrants : Name registered and transferable warrants.
Term of Warrants :
Four years from issuing date, February 16, 2006 (The last exercise date is on
February 15, 2010)
Offering Price : Baht 0 per unit
Distribution of Warrants : As of February 16, 2006
No. of Warrant No. of % of present
holders Warrants listing Warrants
1. Warrant holders :
1.1 Government, state-owned enterprises or - - -
public sector agencies
1.2 Director, manager, and executive management 17 20,684,000 80.74
including related persons and associated person
1.3 Warrant holders who have a holding of above 5% - - -
including related persons
1.4 Controlling Shareholders - - -
1.5 Warrant holders who enter into agreement not to - - -
sell their warrants within a specified period
2. Small Warrant holders holding > 1 trading unit 46 4,934,000 19.26
3. Small Warrant holders holding < 1 trading unit - - -
Total 63 25,618,000 100.00
(Note : 1 Trading unit = 100 warrants)
Major Holders : As of February 16, 2006
Name No. of warrants % of present listing
Warrants
1. Mr. Wei Cheng Kuan (President) 5,120,000 19.99
2. Mr. Chali Sophonpanich (Chairman of the Board) 3,846,000 15.01
3. Mr. Direk Vinichbutr (Director) 1,280,000 5.00
4. Mr. Jirapongs Vinichbutr (Director) 1,280,000 5.00
5. Mr. Virapan Pulges (Managing Director) 1,280,000 5.00
6. Mr. Somsak Chaiyaporn (General Manager-Operations) 1,200,000 4.68
7. Mr. Pornthep Pisalangkul (Head of Project Development) 1,000,000 3.90
8. Miss Siriporn Sombatwatthana (Head of Administration) 1,000,000 3.90
9. Mr. Ian Hamilton (General Manager-Business Development) 800,000 3.12
10. Miss Lalitphant Phiriyaphant (Head of Finance) 800,000 3.12
Total 17,606,000 68.72
Registrar : Thailand Securities Depository Co., Ltd.
Agent to receive proceeds from Exercise of Warrants :
TICON Industrial Connection Public Company Limited
Details of the Exercise :
1. Exercise Period
The Exercise Date is the last business day of March, June, September, and December
during a period of four years.
- The first Exercise Date
The last business day of the quarter of issuing which will be on March 31, 2006.
- The last Exercise Date
The last business day of the term of 4 years from issuing date which will be on
February 15, 2010.
The Company shall not close the Warrant registration book except the last Exercise
Date. The Company shall close the Warrant registration book 21 days before the last Exercise
Date. Also, the SET will post an "SP" (suspend trading) sign three days before the closing
date of the registration book. If any Warrant registration book closing date falls on a day which
is not a business day, then that particular registration book closing date shall be postponed
until the next business day. If any Exercise Date falls on a day which is not working day
of the Company's share registrar, then that particular exercise date shall be postponed until
the next working day of the registrar.
2. Period of declaration of intention to exercise warrants
The Holder of Warrant Certificates who wish to exercise their right to purchase the
Company's ordinary shares shall give notification of such intention within 5 business days
prior to each Exercise Date, from 8.30 a.m. to 3.30 p.m. (hereinafter referred to as "the
Notification Period"), except that on the last Exercise Date, the Holder has to notify the
intention to exercise within 30 days prior to the last Exercise Date ("the Final Notification
Period").
The Company shall give notice of all the Notification Periods at least 5 business
days prior to the Notification Period through letter and the electronic listed company
information disclosure of the SET. For the last exercise date, the Company shall give
notice at least 15 days prior to the commencement of the Final Notification Period via
registered post to Holders whose names appear in the Warrant registration book on the
registration book closing date (i.e., 21 days before the last Exercise Date).
3. Conditions of exercise and transfer
- Within 1 year from the issuing date - 25 percent of the allotted amount will
be exercisable/transferable/tradable
- Within 2 years from the issuing date - 50 percent of the allotted amount will
be exercisable/transferable/tradable
- Within 3 years from the issuing date - 75 percent of the allotted amount will
be exercisable/transferable/tradable
- Within 4 years from the issuing date - 100 percent of the allotted amount will
be exercisable/transferable/tradable
In case of resignation and termination, the remaining warrants allocated to that
person(s) shall be cancelled. However, in case of the Holders' death or permanent disability
or any events considered by the Board of Directors, the said Holders or their heir shall be
entitle the Directors/employees' rights instead, through the term of the allotted Warrants.
Exercise Procedures :
1. Contact address for the exercise of the Warrants is;
Finance Department
TICON Industrial Connection Public Company Limited
Suite 1308, 13/1th Floor, Sathorn City Tower, 175 South Sathorn Road, Thungmahamek,
Sathorn, Bangkok, 10120 Telephone number: +66 (2) 679-6565 Facsimile number: +66 (2) 287-3153
2. Any holders who wish to exercise their warrants shall complete the following actions and
submit the following documents at the contact place mentioned above:
a) A completed Exercise Notice ;
b) Certificates representing Warrants in the amount specified in the Exercise Notice and,
where applicable, authority for receiving the Share Certificates and a new Warrant Certificate
representing those Warrants that are not exercised.
c) Payment of the amount specified in the Exercise Notice by making payment in the
form of cheque, banker's draft, bank cheque or bank payment order that can be cashed in the Bangkok
Metropolitan area and shall be made payable to "TICON Industrial Connection Public Company
Limited for Shares Subscription" crossed "Account Payee Only". Any such exercise will be deemed
to be completed when it is fully paid.
d) Verification of Identification
1) Thai Individual Person : Signed copy of his/her Identification Card
2) Foreign Individual Person : Signed copy of his/her passport
3) Juristic Person : Signed copies of certificate of incorporation and corporate
affidavit and signed copies of the identification cards of
the authorized persons as per 1) or 2).
4) Foreign Juristic Person : Signed copies of certificate of incorporation and corporate
affidavit of a registry official which must be notarized by
a public notary and signed copies of the identification
cards of the authorized persons as per 1) or 2).
3. The Company shall notify the Holders who are Directors/employees, 3 days prior to any
Exercise Date, the estimated withholding tax to be paid.
4. Holders are responsible for the payment of all taxes, stamp duties, official fees and registration
fees arising from the exercise of their Warrants.
5. The number of shares that shall be issued when there is an exercise of Warrants shall be
calculated by dividing the payment made by the Holder as stated above by the prevailing Exercise Price.
The Company shall then issue shares in a whole amount, which will not be more than the number of
Warrants exercised multiplied by the Exercise Ratio. Where an adjustment to the Exercise Price
and/or the Exercise Ratio would result in a fraction of a share, the Company shall not take the fraction
into account and shall return any resulting overpayment to the Holder via registered post within 30
days from each relevant Exercise Date, with no interest, except the last Exercise Date, the return shall
be done via registered post within 15 business days from the last Exercise Date.
6. The number of Warrants to be exercised has to be an integer.
7. Where the Company does not obtain the Warrant Certificates or payments in full as specified
in the Exercise Notice and/or the Company finds that the Exercise Notice has been inaccurately filled
in by the Holder, the Holder shall rectify the found errors within the Notification Period. If the Holder
fails to correct the found errors prior to the Exercise Date, the Company shall deem that the Exercise
Notice has expired without any exercise having taken place and shall return the previously received
payment with no interest and the Warrant Certificates to the Holder within 14 days from the Exercise
Date. For the last Exercise Date, the Holder has to correct the found errors within 3 business days
from the last Exercise Date, otherwise the Company shall deem that the last Exercise Notice has
expired without any exercise having taken place.
In case that the Holder pays only part of the Exercise Price, the Company reserves the right
to proceed with one of the following alternatives selected by it:
7.1 deem that the Exercise Notice expires without any exercise except the last Exercise, this
alternative shall not be applied; or
7.2 deem that the number of shares subscribed is equal to the number of shares eligible in
accordance with the actual payment the Company received given the prevailing Exercise Price; or
7.3 ask the Holder to pay the remaining balance by the amount he/she wishes to exercise
within the prevailing Notification Period. If the Company does not receive payment within such
period, it shall be deemed that the Exercise Notice will have expired without exercise having taken
place. For the last Exercise, the remaining balance shall be paid within three business days from the
expiry date of Warrants, otherwise the Company shall deem that the last Exercise Notice has expired
without any exercise having taken place.
8. When the Holders who wish to exercise their Warrants have fully complied with all conditions
governing their exercise (i.e., the Holder has completely and accurately delivered the Warrant Certificates,
the Exercise Notice and paid in full), Holders cannot rescind the exercise of their Warrants.
9. Where the last Exercise Date expires before Holders completely comply with all conditions
governing the exercise of their Warrants, such Warrants automatically expire and the Holders have no
further right to exercise.
10. In the case where a Holder has submitted Warrant Certificates representing more Warrants
than which are exercised, the Company shall send a new Warrant Certificate to such Holder whose
warrants are in the Scrip System, or a Proxy, representing the correspondingly decreased number of
Warrants, to the Holder by registered post within 14 business days from the relevant Exercise Date
and shall cancel the previous Warrant Certificates.
11. The Company shall register its issued and paid-up capital change corresponding to the
newly-issued shares on account of the exercise of Warrants with the Ministry of Commerce within
14 days from the day that the Company receives the actual payment of each Exercise Date. For the
last Exercise Date, the registration shall be done within 14 days from the end of period of 30 days
prior to the last Exercise Date. The Company shall record in its share registration book all Holders
who exercise their Warrants in accordance with the number of shares issued to them on account of
the Warrants they exercised.
12. In the period that the Holder completely notifies intention to exercise until the day prior to
the day that share registrar registers the name of the Holder in the Company's share registration book,
the said Holder shall have same right and status as the Holder who do not exercise. The Holder shall
be treated as the Company's shareholder since the day that the share registrar registers the name of
the Holder in the share registration book as the Company's shareholder and the Ministry of Commerce
registers an increase in paid-up capital.
13. The new shares derived from the exercise of the Warrants shall have the same rights and
benefits as the issued and fully paid-up shares in every aspect if the Ministry of Commerce accepts
the registration of the increase in the paid-up capital of the Company.
Adjustment of Exercise Price and Exercise Ratio :
1. The Company shall adjust the Exercise Price and the Exercise Ratio (or adjust number
of Warrants instead of outstanding exercised) through the term of Warrants for the benefit and returns
of Holders which shall not be less than benefits previously obtained if any of the following events
occur:
a) the Company changes the par value of its shares as a result of the split or consolidation
of its issued shares. The adjustment shall be effective immediately from the date that the change in
par value takes place;
b) the Company pays out all or part of its dividends with ordinary shares to its shareholder.
The adjustment to the Exercise Price and the Exercise Ratio shall be immediately effective from the
first day the shares go ex-dividend, defined as the day the SET posts the XD sign;
c) the Company offers to sell its ordinary shares to existing shareholders and/or the
public and the average price per share of the newly-issued shares is lower than "the market price"
of the Company's ordinary shares and the difference is larger than 10 percent. The adjustment in
the Exercise Price and the Exercise Ratio shall be immediately effective from the day the shares
go ex-rights, defined as the day the SET posts the XR sign in cases where the new shares are
offered to existing shareholders by way of a Rights Issue, and/or the first day the new shares
are offered to the public, as the case may be;
d) the Company offers to sell to the existing shareholders and/or the public any new
securities, e.g., convertible debentures or warrants which give rights to the holder to convert to
or purchase ordinary shares of the Company and the average price per share of the newly-issued
ordinary shares to accommodate the exercise of such rights is lower than "the market price" of the
Company's ordinary shares and the difference is larger than 10 percent. The adjustment in the Exercise
Price and the Exercise Ratio shall be immediately effective from the day the shares go ex-rights to
subscribe to the new securities, defined as the day the SET posts the XR sign in cases where the
new securities are offered to the existing shareholders and/or the first day the new securities are
offered to the public, as the case may be;
e) the Company pays out dividends of more than 70 percent of its net profit after tax
for each accounting period during 2006 to 2010. The adjustment to the Exercise Price and the
Exercise Ratio shall be immediately effective from the first day the shares go ex-dividend defined
as the day the SET posts the XD sign); or
f) there are any events not mentioned in a) through e) that cause the Holder to lose rights
and benefits. The Company shall fairly consider adjustment of Exercise Price and/or Exercise Ratio
which shall not reduce the Holders' rights and benefits from the previous. The consideration shall
be the final result and the Company shall inform the Securities Exchange Commission regarding
details of the adjustment within 15 days from the day that the events occur.
2. The calculation of the adjustment to the Exercise Price and the Exercise Ratio in accordance
with a) through f) are independent of each other. In cases where these events simultaneously occur,
the calculation shall be conducted in the manner of descending order from a), b), c), d), e) through f),
and the decimals for the Exercise Price and the Exercise Ratio shall be maintained at 3 and 5,
respectively, for each calculation.
3. The calculation of the adjustment to the Exercise Price and the Exercise Ratio in accordance
with a) through f) shall not cause an increase in the Exercise Price and/or decrease in the Exercise
Ratio, except in the case of the share consolidation.
4. The proceeds to be received from the exercise shall be calculated by multiplying the
Exercise Price after adjustment (to three decimal places) by the number of ordinary shares (to be
calculated from that new Exercise Ratio multiplied by number of Warrants to be exercised in
each Notification of Intention to exercise. In cases where the number of shares is a fraction of
a share, such a fraction shall be ignored). If, is a fraction of Baht, such a fraction shall be ignored.
5. In case the adjustment of the Exercise Price causes the new Exercise Price to be below
the par value of the Company's shares, the new Exercise Price shall be used. In case there is a
regulation or law that prohibits the Company from issuing shares at a price lower than par value,
then the par value will be used as the new Exercise Price. However, the Exercise Ratio in a) to
f) will remain unchanged.
6. Regarding the adjustment of the Exercise Price and the Exercise Ratio as mentioned
above, the Company shall notify SEC and the SET the outcome of the adjustment including the
methods of calculation, reasons for the adjustment, the new Exercise Price and/or the new
Exercise Ratio and the date of the adjustment. The Company shall also notify the Holders
through the electronic listed company information disclosure the details of the adjustment of
the Exercise Price and the Exercise Ratio within 15 days of the effective date of the adjustment.
7. If the Exercise Price and the Exercise Ratio are adjusted retroactively before the
Company applies for the registration of the exercised shares with the Ministry of Commerce,
the Company shall issue additional new shares to the eligible Holders as soon as possible.
In cases where the adjusted Exercise Price is effective, the additional new shares shall be
distributed to the eligible Holders later than the shares previously issued but no later than 45
days from the day of adjustment.
New Common Stock Issuance :
For shares issued on account of the exercise of Warrants, the Holder shall elect by
notifying in Exercise Notice for the Company to issue such shares in either scrip or scripless
form.
- In scrip form
The Company shall issue share certificate in the same name as appears in the Exercise
Notice, which, in turn, shall be the same name as the Holder of the Warrants. The Company
will deliver Share certificates to the Holder within 15 business days from each Exercise Date
and last Exercise Date.
- In scripless form
The Holders have to notify the name and account number of brokerage firm in
Exercise Notice. The Company shall issue shares within 7 business days from each Exercise
Date and last Exercise Date.
In case that the company is unable to provide shares for the exercise of warrants :
The Company shall compensate the Holder in accordance with the following principles:
1. The Company shall compensate only the Holder who notifies the intention to exercise
within each Notification Period and complies with conditions of the exercise procedures but the
Company cannot provide shares to accommodate the exercise of their Warrants, with the
exception being the case as stated in topic of the Transfer Limitation.
2. Such compensation as mentioned in item 1. shall be made by an account payee only
cheque and sent by registered post within 30 days from day on which the Company fails to
provide enough shares to accommodate the exercise of Warrants.
3. The calculation of the loss that the Company agrees to compensate the Holder
pursuant to item 1. will be conducted in the following manner:
Compensation per 1 Warrant = B [ MP - Price 1 ]
where: B = the number of shares which cannot be provided for and/or
increased in accordance with the Exercise Ratio that is increased
per one unit of Warrants.
MP = "the market price of the Company's shares" is derived by dividing
the total trading value by the total trading volume of the Company's
shares traded on the SET during the five consecutive business
days (SET trading day) before the day of the calculation. This
is the price on the Exercise Date.
Price 1 = the Exercise Price or the adjusted Exercise Price in accordance
with the adjustment to the Exercise Price and/or the Exercise Ratio.
Non-Thai Holders are not entitled to compensation and have no right to claim against
the Company as a result of their inability to obtain shares on account of their exercise of Warrants
because of the restrictions on the proportion of shares which can be held by non-Thais referred
to in this clause on each Exercise Date and the last Exercise Date. However, the Warrants shall
be effective until the Exercise Date. In case that the last exercise is impossible, those Warrants
will expire in the same manner as Warrants that have not been exercised. Non-Thai Holders
shall not be compensated and shall have no right to claim against the Company on account
of such expiry.
Transferring Restriction:
The Company shall not issue shares on account of the exercise of any Warrants to not-Thai
Holders, if it would result in the proportion of shares held by non-Thai shareholders exceeding
the proportion of 49 percent as specified in the Company's Articles of Association. The Company
shall return Warrants certificates representing the unexercised portion of their Warrants and money
that part of the Exercise Price relating to those Warrants not able to be exercised with no
reimbursement of interest to the Holders by registered post within 14 days from the relevant
Exercise Date.
Silent Period : - None -
Others : - None -
Financial Advisor : - None -
Prepared By : TICON Industrial Connection Public Company Limited