INFORMATION MEMORANDUM - The Stock Exchange of Thailand

INFORMATION MEMORANDUM
Description, Conditions and Major Characteristics of the Warrants to Purchase Ordinary Shares of
Bangkok Land Public Company Limited No.3 (BLAND-W3)
Listing Date 22 November 2010 (trading commencement date - 22 November 2010)
Type of Securities
Secondary Market
The Number of Warrants Listed
The Number of Underlying Shares
Issuer
Rights of Warrants
Exercise Price
Warrants to Purchase Ordinary Shares of Bangkok Land Public Company
Limited No.3 (BLAND-W3)
The Stock Exchange of Thailand (SET)
1,994,248,065 units
1,994,248,065 shares (with par value of Baht 1 each)
Bangkok Land Public Company Limited (BLAND or the Company).
The Company allotted BLAND-W3 to existing shareholders of the
Company pro rata to their shareholding (Right Offering) at the ratio of 8.90
existing shares to 1 unit of Warrant. Shareholders entitled to receive
BLAND-W3 are shareholders whose names appear in the shareholders
register of the Company on 24 September 2010 (Record Date). And,
pursuant to Section 225 of the Securities and Exchange Act B.E.2535
(amended), the Company closed its shareholders register on 27
September 2010 to collect the names of the shareholders who are entitled
to the allotment of the said warrants.
Holders of BLAND-W3 have the right to purchase ordinary shares of the
Company at the ratio of 1 unit of warrant for 1 new ordinary share (except
in case of Rights Adjustment).
Save for the adjustment of the Exercise Price:
1 st Year (starting from the date of issuance of BLAND-W3 to the 1 st
anniversary date of BLAND-W3) (8 November 2010-7
November 2011) : Baht 1.10 per share;
2 nd Year (starting from the date after the 1 st anniversary date of BLAND-
W3 to the 2 nd anniversary date of BLAND-W3) (8 November
2011-7 November 2012): Baht 1.30 per share;
3 rd Year (starting from the date after the 2 nd anniversary date of BLAND-
W3 to the 3 rd anniversary date of BLAND-W3) (8 November
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Type of the Warrants
Term of the Warrants
Offering Price Baht 0
Distribution of BLAND-W3 as of 8 November 2010
2012-7 November 2013): Baht 1.50 per share;
4 th Year (starting from the date after the 3 rd anniversary date of BLAND-
W3 to the 4 th anniversary date of BLAND-W3) (8 November
2013-7 November 2014): Baht 1.70 per share;
5 th Year (starting from the date after the 4 th anniversary date of BLAND-
W3 to the 5 th anniversary date of BLAND-W3) (8 November
2014-7 November 2015): Baht 1.90 per share.
In named certificate form and transferable
5 years (from the Issuance Date of 8 November 2010 to the maturity date
of BLAND-W3 on 7 November 2015)
No. of Warrant
Holders
No. of Warrants
% of Total Listed
Warrants
1. Warrant Holders who are
1.1 Director, manager and executive
management including their related
persons and associated persons
1.2 Warrant holders who have a holding of
above 5 % including their related
persons
1.3 Controlling shareholders
30
2
-
489,703,282
654,772,896
-
24.56
32.83
-
2. Warrant holders holding >=1 trading unit 14,119 849,765,637 42.61
3. Warrant holders holding < 1 trading unit 309 6,250 0
Total 14,460 1,994,248,065 100.00
Note: 1 trading unit = 100 warrants
Major Warrant Holders as of 8 November 2010
Name No. of Warrants Held % of Total Listed Warrants
1. The Kanjanapas Group 442,963,177 22.21
2. Chohn Limited 365,168,539 18.31
3. Nortrust Nominees Ltd. 289,604,357 14.52
4. Miss Atchara Worasaknukul 76,724,445 3.85
5. Mr. Jean-Marie Verbrugghe 67,087,640 3.36
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Name No. of Warrants Held % of Total Listed Warrants
6.The Mahadumrongkul Group 57,419,107 2.88
7. Bangkok Land (Cayman Islands) Limited 23,831,122 1.19
8. Mr.Taweesak Sriprachittichai 20,000,000 1.00
9. Credit Suisse Singapore Branch 15,730,337 0.79
10. United Overseas Bank Nominees (Private Limited) 13,483,146 0.68
Total 1,372,011,870 68.80
1. The Kanjanapas Group includes Mr. Anant Kanjanapas, Mr. Keree Kanjanapas, Mr.Sakorn Kanjanapas, Mr Sui Pang
Kanjanapas, Mr. Sui Hang Kanjanapas, Kanjanapas Co., Ltd., YEE HING Co., Ltd., Mr. Kriangsak Kanjanapas,
Mr.Chaiyasith Kanjanapas, Estate of Mr. Mongkol Kanjanapas managed by Mr. Anant Kanjanapas, Mr. Mongkol
Kanjanapas, Miss Salinee Kanjanapas, Mrs. Thanawan Kanjanapas and Mrs. Sopee Kanjanapas.
2. The Mahadumrongkul Group includes Mr. Direk Mahadumrongkul, Mr.Krin Mahadumrongkul, Mr. Chunya
Mahadumrongkul, Mr.Palit Mahadumrongkul, Mrs. Ornwadee Mahadumrongkul, Mrs. Sarinya Mahadumrongkul, Mrs. Veena
Mahadumrongkul, Mrs. Wanida Mahadumrongkul and Mr. Purit Mahadumrongkul.
Warrant Registrar
Receiving Agent for Exercise of
Warrant Rights
The Thailand Securities Depository Company Limited
Account and Finance Department
Bangkok Land Public Company Limited
47/569-576 Moo 3, 10 th Floor
New Geneva Industry Condominium
Popular 3 Road, Tambol Bannmai,
Amphur Pakkred, Nonthaburi 11120
Tel: (662) 504-4940
Fax: (662) 504-4986
In case there is any change in the place to exercise BLAND-W3, the
Company shall notify such change to the Holders of BLAND-W3 via the
SET System.
Exercise of Rights under the Warrants
1. Exercise Date
The First Exercise Date for Holders of BLAND-W3 to purchase the Companys ordinary shares shall be 30
December 2010, the last business day of December 2010. Subsequent to the First Exercise Date, Holders
of BLAND-W3 shall exercise their rights on the last business day of March, June, September and
December of each calendar year throughout the remaining tenor of BLAND-W3. The Last Exercise Date
shall be 7 November 2015.
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The Company will not close the Warrant Holders Register and suspend the transfer of BLAND-W3, except
for the Last Exercise Period where the Company shall close the Warrant Holders Register 21 days prior to
the Last Exercise Date (or the maturity date of BLAND-W3). The SET shall post an SP (suspend trading)
sign 3 business days prior to the closing date of the Warrant Holders Register. The Company will also
close the Warrant Holders Register to ascertain the names of the warrant holders who has the right to
attend the meeting of Holders of BLAND-W3. In the event of convening a meeting of Holders of BLAND-
W3, the Company shall close the Warrant Holders Register for a period of no more than 14 days, including
the meeting day, before the commencement of the meeting to ascertain the names of Holders of BLAND-
W3 who are entitled to attend the meeting. In this regard, the SET shall post the SP sign 3 business days
prior to the date of closing the Warrant Holders Register.
In case any Exercise Date falls on a day on which the Warrant Registrar or the SET is closed, then that
particular Exercise Date shall be postponed until the next business day, except in case of the Last Exercise
Date, it shall be on the business day immediately preceding the Last Exercise Date.
2. Period of the Notification of the Intention to Exercise BLAND-W3
Holders of BLAND-W3 who wish to exercise their rights to purchase ordinary shares of the Company shall
submit to the Company notifications of such intention within 14 days prior to each Exercise Date (Exercise
Period). For the Last Exercise Date, Holders of BLAND-W3 must notify the Company their intention within
15 days prior to the Last Exercise Date (Last Exercise Period).
All notifications from Holders of BLAND-W3 must arrive, before 3 p.m., at the Company one day before the
Exercise Date of each Exercise Period. Holders of BLAND-W3 who wish to deliver their notifications to the
Company in person must contact the Company from 9 a.m. to 3 p.m. on any day (except Saturdays,
Sundays and public holidays) during each Exercise Period.
The Company shall inform Holders of BLAND-W3, through the system of the SET, details relating to the
warrant such as Exercise Period and/or Exercise Ratio, at least 7 business days prior to the first day of
each Exercise Period. For the Last Exercise Period, the Company shall, within 5 business days after the
Warrant Holders Register is closed, send the abovementioned warrant details by registered mails to the
Holders of BLAND-W3 whose names appear on the Warrant Holders Register.
3. Place to Exercise BLAND-W3
Account and Finance Department
Bangkok Land Public Company Limited
47/569-576 Moo 3, 10 th Floor
New Geneva Industry Condominium
Popular 3 Road, Tambol Bannmai,
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Amphur Pakkred, Nonthaburi 11120
Tel: (662) 504-4940
Fax: (662) 504-4986
In case there is any change in the place to exercise BLAND-W3, the Company shall notify such change to
the Holders of BLAND-W3 via the SET System.
Procedures for Exercise of BLAND-W3
1. Holders of BLAND-W3 can obtain notification forms for exercise of rights to purchase ordinary shares at the
Companys head office during any Exercise Period or the Last Exercise Period.
In the case where BLAND-W3 are being held in scripless form, Holders of BLAND-W3 who wish to exercise
their rights must notify their securities brokers and fill in applications to request for warrant certificates or
replacement warrant certificates as prescribed by the SET. Securities brokers shall notify the Warrant
Registrar for issuance of warrant certificates or replacement warrant certificates to be used by Holders of
BLAND-W3 as evidence of their entitlement to exercise their rights to purchase ordinary shares of the
Company.
2. Holders of BLAND-W3 who wish to exercise their rights to purchase the ordinary shares of the Company must
each submit the following documents to the Company;
(a) A fully, clearly and accurately completed notification form for exercise of rights to purchase
ordinary shares of the Company;
(b) Warrant certificate(s) or replacement warrant certificate(s) as prescribed by the SET with the
number of warrant units equal to or more than the number of units specified in the notification form
for exercise of rights to purchase ordinary shares of the Company;
(c) A power-of-attorney authorizing other person to receive a new warrant certificate(s) of BLAND-W3
for Holders of BLAND-W3 who partially exercise their share purchase rights and wish to appoint
representatives to receive new warrant certificates for the unexercised portion of their warrants;
and
(d) A cheque or bank draft, in the amount equal to the total exercise price as specified in the
notification form and collectible within the Bangkok area within 2 days from the relevant Exercise
Date, pay to the order of Bangkok Land Public Company Limited
An exercise of BLAND-W3 shall be completed when the Company has acknowledged receipt of
payment. If the Company does not receive payment in full as specified in the notification form
executed by a Holder of BLAND-W3, the said warrant notification form shall be deemed as
cancelled without any exercise of the share purchase rights. The said Holder of BLAND-W3,
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however, is still able to exercise the rights of BLAND-W3 for all subsequent Exercise Dates, except
the cancelled exercise of rights having been made on the Last Exercise Period; and
(e) Supporting Evidence for the Exercise
1) Thai Individual Person Certified true and correct copy of his/her Identification Card
2) Foreign Individual Person Certified true and correct copy of his/her Passport or Foreigner
Certificate
3) Thai Juristic Person A Copy of the affidavit of juristic person issued not more than 6
months or within a period of time specified by the Warrant
Registrar, certified by the authorized person(s) together with
certified copies of documents (item 1 above) of such authorized
person(s)
4) Foreign Juristic Person A Copy of the Juristic Persons Registration Document notarized
by a Notary Public, a Copy of the Memorandum of Association
and Articles of Association certified by the authorized person(s)
of the Juristic Person together with certified copies of documents
(item 2 above) of such authorized person(s)
3. Holders of BLAND-W3 must exercise the right to purchase ordinary shares of the Company not less than 100
shares and the number of units for exercising their rights must be in whole numbers. Nevertheless, if Holders
of BLAND-W3 have rights to purchase less than 100 ordinary shares, they must use the rights to purchase
ordinary shares of the Company at one single time. The Exercise Ratio is 1 unit of BLAND-W3 to 1 ordinary
share of the Company (subject to conditions of rights adjustment).
Holders of BLAND-W3 are responsible for the payment of stamp duties or other taxes (if any) arising from the
exercise of their BLAND-W3.
4. The number of ordinary shares to be issued when there is an exercise of BLAND-W3 shall be calculated by
dividing the payment made by Holders of BLAND-W3 as stated above by the prevailing Exercise Price. The
Company shall then issue ordinary shares in a whole amount, which will not be more than the number of
BLAND-W3 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 Holders of BLAND-W3 by registered mail within 30 days from the
relevant Exercise Date, with no interest.
5. In case the Company does not receive from a Holder of BLAND-W3 supporting documents for exercise of
BLAND-W3 or full payment as specified in the notification form and/or the Company finds that the notification
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form has been inaccurately filled in by the Holder of BLAND-W3, the warrant holder must rectify the found
errors within the prevailing Exercise Period. If the Holder of BLAND-W3 fails to correct the errors within such
period, the Company shall deem that the notification form has expired with no exercise of rights having taken
place. The Company shall return the warrant certificate and money received with no interest to the said
Holder of BLAND-W3 by registered mail within 14 days from the relevant Exercise Date.
In the case where Holders of BLAND-W3 do not pay the Exercise Price in full, the Company shall have the
right to do any of the followings as the Holders of BLAND-W3 specify in the notification form:
(a) Deem that the exercise notice is cancelled without any rights being exercised; or
(b) Deem that the number of ordinary shares subscribed is equal to the number of ordinary shares
eligible in accordance with the actual payment the Company received given the prevailing Exercise
Price; or
(c) Ask the Holders of BLAND-W3 to pay the remaining balance of the amount they wish to exercise
within the relevant Exercise Period. If the Company does not receive payment within such period, it
shall be deemed that the exercise notice has expired with no exercise of rights having taken place.
In case of the Last Exercise Period, the Company shall proceed with (b) only.
In case of (a) and (c), the Company shall return the Exercise Price received by the Company and the
warrant certificates or the replacement warrant certificates which are deemed not being exercised to
Holders of BLAND-W3 by registered mail within 14 days from the relevant Exercise Date with no
interest.
In case of (b), the Company shall deliver the warrant certificates or the replacement warrant
certificates indicating the remaining units as the Company deems that the rights are partly exercised
to the Holders of BLAND-W3 with no interest by registered mail within 14 days from the relevant
Exercise Date. However, such unexercised warrant certificates shall be valid until the Last Exercise
Date.
6. When the Holders of BLAND-W3 who wish to exercise the rights to purchase the ordinary shares of the
Company have fully complied with all conditions governing their exercise of rights (i.e., the Holders have duly
completed and delivered warrant certificates (or replacement warrant certificates) and made payment in full),
they cannot rescind the exercise of their BLAND-W3 without prior written consent of the Company.
7. Where the Last Exercise Date expires before Holders of BLAND-W3 completely comply with all conditions
governing the exercise of rights of their BLAND-W3, such BLAND-W3 shall automatically expire on the Last
Exercise Date. Holders of the said BLAND-W3 shall have no right to exercise their rights after the Last
Exercise Date.
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8. In the case where Holders of BLAND-W3 have submitted warrant certificates with units more than the
exercised units, the Company shall send new warrant certificates representing the remaining number of units
of BLAND-W3 to such Holders of BLAND-W3 by registered mail within 14 days from the relevant Exercise
Date and shall cancel the previous warrant certificates.
9. The Company shall file the application to register the change in its paid-up capital with the Ministry of
Commerce in accordance with the newly issued shares resulting from the exercise of the rights under
BLAND-W3 within 14 days from the relevant Exercise Date. The Company shall register Holders of BLAND-
W3 who have exercised their rights as shareholders of the Company in the share register book. The
Company will also proceed to list the newly issued shares with the SET within 30 days after the relevant
Exercise Date.
10. In case that the Company has inadequate shares reserved for the exercise of BLAND-W3, the Company
shall compensate the Holders of BLAND-W3 who are unable to exercise their rights under BLAND-W3.
However, the Company will not compensate Holders of BLAND-W3 who would have been barred from
exercising their BLAND-W3 due to foreign share ownership restrictions set out in the Companys Articles of
Association.
11. For shares issued on account of the exercise of BLAND-W3, share certificates shall be issued in the same
names which appear in the warrant exercise notices. The Company shall deliver share certificates to the
Holders of BLAND-W3 at the addresses stated in exercise notices by registered mail within 15 business
days from each Exercise Date. However, Holders of BLAND-W3 may request to collect their share
certificates directly from the Company in person or by their agents, and in doing so, they must comply with
the procedures as specified by the Company. For the shares in scripless system, the Company shall
deliver those shares within 7 business days from each Exercise Date.
Adjustment of Exercise Price and Exercise Ratio
1. The Company shall adjust the Exercise Price and the Exercise Ratio of the warrant so that the benefits and
returns of the Holders of BLAND-W3 shall not be less than the previously existing benefits, if any of the
following events occurs:
(a) When the Company changes the par value of its ordinary shares as a result of the split or
consolidation of its issued shares. The adjustment of the Exercise Price and the Exercise Ratio shall
be immediately effective from the date the Company changes its share par value:
(b) When the Company pays out all or part of its dividends by way of ordinary shares to its shareholders.
The adjustment to the Exercise Price and the Exercise Ratio shall be immediately effective from the
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first day the shareholders are excluded from the dividend share, defined as the first day the SET
posts the XD sign.
(c) When the Company offers to sell a rights issue to its existing shareholders and/or public offering
and/or private placement and the average price per share of the newly issued shares is lower than
the market price of the Companys 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 first
day shareholders are excluded from the right to subscribe new shares, defined as the first 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 offering, and/or the private
placement as the case may be.
In the case that there is more than one offering price at the same offering of shares under the
condition that subscription must be made altogether, all the offering prices and all issued shares
shall be used to calculate the average price per share of the newly issued shares. However, in the
case that such condition is not applied, only prices that are lower than 90% of the market price of
the Companys ordinary shares shall be used to calculate the average price per share of the newly
issued shares.
The average price per share of the newly issued shares shall be calculated by dividing the total
amount of proceeds after expenses (if any) received from the offering of ordinary shares divided by
the number of newly issued ordinary shares
The market price of the Companys ordinary shares shall be calculated by dividing the total trading
value by the total trading volume of the Companys shares traded on the SET during the seven
consecutive business days (SET trading day) before the Calculation Date
In the case where the market price of the Companys ordinary shares cannot be determined as
there is no trading of ordinary shares at such time, the Company instead shall determine the fair
value to be used for the calculation.
The Calculation Date shall mean the first day the shareholders are excluded from the right to
subscribe new shares, defined as the first 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 offering, and/or the private placement as the case may be
(d) When the Company offers to sell to the existing shareholders and/or public offering and/or private
placement any new securities which give rights to holders to convert to or to purchase ordinary
shares of the Company (i.e., convertible debentures or warrants) and the average price per share of
the newly issued ordinary shares to accommodate the exercise of such rights is lower than the
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market price of the Companys 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 first
day the shareholders are excluded from the right to subscribe for the new securities which give
rights to holders of such securities to convert to or to purchase ordinary shares, defined as the first
day the SET posts the XR sign in cases where the new securities are offered to existing shareholders
by way of a rights issue, and/or the first day the new securities which give rights to holders to convert
to or to purchase ordinary shares are offered to the public offering and/or private placement, as the
case may be.
The average price per share of the newly authorized ordinary shares reserved for the exercise of
rights shall be determined by dividing the amount of proceeds after expenses (if any) received from
securities which confer the right to conversion into ordinary shares or the right to purchase of
ordinary shares together with amount received from the exercise of rights under such securities with
the total number of ordinary shares reserved to accommodate the exercise of such rights
The market price of the Companys shares shall have the same definition as that stated in (c) above.
The Calculation Date shall mean the first day shareholders are excluded from the right to subscribe
new securities which give rights to holders to convert to or to purchase ordinary shares, defined as
the first day the SET posts the XR sign in cases where such securities are offered to existing
shareholders by way of a rights issue, and/or the first day such securities are offered to the public
offering, and/or the private placement as the case may be
(e) When the Company pays out dividends at the rate exceeding 50 percent of the Companys net profit
after tax (non-consolidated basis) for each accounting period throughout the term of BLAND-W3.
The percentage of dividend paid to the shareholders shall be calculated from the actual amount of
dividend paid (including interim dividend payment) from the operating result in each fiscal year
divided by the total net profit after taxes for the operating result in the same fiscal year. The
adjustments to the Exercise Price and the Exercise Ratio shall be immediately effective from the first
day on which shareholders are not entitled to receive dividends declared (the first day of the "XD"
sign).
The Calculation Date shall mean the first day on which the shareholders are not entitled to receive
dividends declared, and
(f) In any events where the Holders of BLAND-W3 will lose their rights and benefits due to a cause not
addressed in (a) to (e) above. The Company shall have a financial advisor to determine the manner
by which the Exercise Price and/or the Exercise Ratio shall be fairly adjusted and the rights and
benefits of the Holders of BLAND-W3 are not adversely affected. In this regard, the Companys
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decision shall be considered final. The Company shall notify the Office of the SEC within 15 days
from the date on which the cause of the adjustment has occurred.
2. In adjusting rights under BLAND-W3, the Company shall adjust the Exercise Price and the Exercise Ratio.
The Company will not adjust the Exercise Price together with the issuance of new warrants in place of
adjusting the Exercise Ratio. In this regard, the Company shall reserve additional new shares to
accommodate rights adjustment under BLAND-W3 as stipulated in the Terms & Conditions.
3. The calculation of the adjustments to the Exercise Price and the Exercise Ratio in accordance with (a) to (f)
are independent of one another and will be calculated in order to make a comparison with the market price of
the Companys shares. In case where these events simultaneously occur, the calculation shall be conducted
in descending order from (a), (e), (b), (c), (d) and (f), and the decimals for the Exercise Price and the
Exercise Ratio shall be maintained at 3 and 5 digits, respectively, for each calculation. The definition of
market price shall have the same meaning as written in (c) above.
4. The calculation of the adjustments to the Exercise Price and the Exercise Ratio in accordance with (a) to (f)
shall not cause an increase in the Exercise Price and/or a decrease in the Exercise Ratio, except in the case
of the share consolidation. In case where the number of shares corresponding to the exercise of BLAND-W3
for each notification of intention to exercise (to five decimal places in the new Exercise Ratio after adjustment)
is a fraction of share, such fraction shall be disregarded. If the calculated Exercise Price after adjustment (to
three decimal places) when multiplied by the number of ordinary shares to be exercised in each notification
of intention to exercise is a fraction of one Baht, such fraction shall be disregarded.
5. In case the adjustment of the Exercise Price causes the new Exercise Price to be below the par value of the
Companys ordinary shares, the par value shall be used as the Exercise Price. However, the Exercise Ratio in
1 (a) to 1 (f), as the case may be, will remain unchanged.
6. The status of BLAND-W3 from the date Holders of BLAND-W3 give notice of intention to exercise their share
purchase rights until the day the Ministry of Commerce accepts the registration of the increase in paid-up
capital due to the exercise of such BLAND-W3 shall be the same and also have the same rights as that of
Holders of BLAND-W3 who do not give notice of the intention to exercise. This status shall expire on the date
the Ministry of Commerce accepts the registration of the increase in paid-up capital.
If the Exercise Price and/or the Exercise Ratio are adjusted before the Company applies for the registration of
the ordinary shares resulting from the exercise of BLAND-W3 with the Ministry of Commerce, the Company
shall adjust the rights of said Holders of BLAND-W3 retroactively. In this regard, the Company shall issue
additional new ordinary shares to eligible Holders of BLAND-W3 as soon as possible. In this case, the
additional new ordinary shares shall be distributed to eligible Holders of BLAND-W3 later than the ordinary
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shares previously issued but in any event no later than 15 business days from the day of adjustment (in case
of scrip system) and within 7 business days from the day of adjustment (in case of scripless system).
7. The new ordinary shares derived from the exercise of BLAND-W3 shall have the same rights and benefits
as the issued and fully paid-up shares in every respect if the Ministry of Commerce accepts the registration
of the increase in the paid-up capital of the Company.
8. Regarding the adjustment of the Exercise Price and the Exercise Ratio as mentioned above, the Company
shall notify the Office of the SEC within 15 days of the occurrence of such events. The notification made to
the Office of the SEC shall contain the outcome of the adjustment, the methods of calculation, reasons for
the adjustment, the new Exercise Price, the new Exercise Ratio and the date of the adjustment. The
Company shall also notify the Holders of BLAND-W3 via the SET system details of the adjustment of the
Exercise Price and the Exercise Ratio.
9. Any amendment to the Terms and Conditions with the effect of extending the tenor of BLAND-W3 or
adjusting the Exercise Price or Exercise Ratio of BLAND-W3, except adjustments under the Terms and
Conditions of BLAND-W3, cannot be done.
Issuance and Delivery of New Ordinary Shares
The ordinary shares of the Company issued from the exercise of share purchase rights under BLAND-W3 (New
Shares) shall be able to trade on the SET. The Company shall list the New Shares on the SET within 30 days
from each Exercise Date so that such shares are tradable on the SET same as the Companys existing ordinary
shares.
The Company shall deliver to the Holders of BLAND-W3, who have successfully exercised their BLAND-W3
share purchase rights, ordinary shares via any of the following means:
1) Where Holders of BLAND-W3 who exercise their rights to purchase ordinary shares of the Company wish to
obtain share certificates in their names, TSD will send the relevant share certificates to them by registered
mail to the address specified in the Warrant Holders Register within 15 business days from each Exercise
Date. It should be noted that these Holders of BLAND-W3 can only sell, on the SET, their New Shares after
they have received the share certificates from TSD. And, the date that these warrant holders receive their
share certificates may be later than the trading commencement date of the New Shares issued to them.
2) Where Holders of BLAND-W3 who exercise their rights to purchase ordinary shares of the Company do not
wish to obtain share certificates, but wish to use the service of TSD and have their shares deposited in
securities trading accounts of securities companies, the Company shall arrange for TSD to issue share
certificates to them in the name of Thailand Securities Depository Company Limited for Depositors. TSD will
accordingly record the number of the Companys ordinary shares deposited by these securities companies,
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while these securities companies will record the number of the Companys ordinary shares deposited by the
relevant Holders of BLAND-W3 within 7 business days from each Exercise Date. In this case, the Holders of
BLAND-W3 who purchase ordinary shares of the Company from the exercise of their warrant rights will be
able to begin trading their New Shares on the SET immediately on the trading commencement date of these
shares as approved by the SET.
Where Holders of BLAND-W3 who exercise their rights to purchase ordinary shares of the Company would
like the Company to proceed in accordance with this option, the name of each of these warrant holders in the
Warrant Holders Register must be identical to the name of the owner of the securities trading account at the
securities company in which the New Shares are held. Otherwise, the Company reserves the right to issue
share certificates to such warrant holders in accordance with 1) instead.
3) Where Holders of BLAND-W3 who exercise their rights to purchase the Companys ordinary shares do not
wish to obtain share certificates but wish to use the scripless system of TSD and deposit their ordinary shares
in the account of the Company, Member No. 600". The Company will deposit these shares with TSD and TSD
will record the number of the Companys ordinary shares deposited by each of these shareholders
accordingly. TSD will then issue share deposit slips to each of these shareholders within 7 business days
from each Exercise Date. In this case, Holders of BLAND-W3 who exercise their rights to purchase ordinary
shares of the Company will be able to begin trading their New Shares on the SET immediately on the trading
commencement date of these shares as approved by the SET. Shareholders who wish to withdraw their
ordinary shares from the account of the Company, Member No. 600 can contact their securities companies
to do so. TSD and/or the securities companies shall charge shareholders certain fees in providing such
service.
Compensation in the case that the Company is unable to provide ordinary shares for the exercise of BLAND-W3
In case that the Company is unable to provide ordinary shares for the exercise of BLAND-W3, it shall
compensate the Holders of BLAND-W3 as follows:
• The Company shall compensate only the Holders of BLAND-W3 who notify their intention to exercise
their share purchase rights within each Exercise Period and the Company cannot provide shares to
meet these rights in accordance with the terms and conditions of BLAND-W3. However, non-Thai
Holders of BLAND-W3 are not entitled to compensation and have no right to claim against the
Company for not able to purchase ordinary shares of the Company caused by the restriction of
foreign share ownership as stipulated in the Companys Articles of Association.
• Such compensation shall be made by account payee only cheques and sent by registered mail to
the relevant warrant holders within 14 days from the Exercise Date; and
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• The calculation of the loss that the Company agrees to compensate the Holders of BLAND-W3 will
be conducted in the following manner:
Compensation per 1 unit of Warrant = B x [MP - Price 1 ]
where B = the number of shares that cannot be provided for and/or
increased in accordance with the Exercise Ratio that is
increased per one unit of BLAND-W3
MP = the market price of the Companys shares which is derived by
dividing the total trading value by the total trading volume of
the Companys shares traded on the SET during the seven
consecutive business days (SET trading day) before the
Exercise Date
Price 1 = the Exercise Price or the adjusted Exercise Price in
accordance with the adjustment to the Exercise Price and/or
Exercise Ratio as prescribed in the Terms and Conditions
Restriction on the Transfer of BLAND-W3 and Restriction on the Exercise of BLAND-W3
Restriction on the Transfer of BLAND-W3
Units of BLAND-W3 are freely transferable without any restrictions. However, it should be noted that the
Company shall close the Warrant Holders Register 21 days prior to the Last Exercise Date of BLAND-W3 and
the SET shall post an SP sign (trading suspension) 3 business days prior to the date of closing the Warrant
Holders Register. The Company shall also close the Warrant Holders Register for the purpose of convening a
meeting of Holders of BLAND-W3. In this regard, the Company shall close the Warrant Holders Register not
more than 14 days prior to (and including) the date of the meeting.
Restriction on the Exercise of BLAND-W3 by Non-Thai Holders of the Warrants
• The Company shall not issue ordinary shares to non-Thai holders of BLAND-W3 if it would result in the
percentage of shareholding by non-Thai shareholders of the Company to exceed 49% of the total issued
shares of the Company as non-Thai shareholding of more than 49% is not allowed under the Companys
Articles of Association.
• In case, under the rule of foreign ownership limitation, no shares can be issued to a non-Thai Holder of
BLAND-W3 who has submitted his/her exercise notice to the Company, the Company shall return to the
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warrant holder the original warrant certificate together with the money paid for the share subscription
(with no interest) by registered mail within 45 days from the relevant Exercise Date.
In case, under the rule of foreign ownership limitation, only part of the share subscription rights by a non-
Thai Holder of BLAND-W3 can be met by the Company, the Company shall return to the non-Thai warrant
holder a new warrant certificate together with that part of the money paid for the share subscription of the
unexercised portion of BLAND-W3 (with no interest) by registered mail within 45 days from the relevant
Exercise Date.
• Non-Thai Holders of BLAND-W3 are not entitled to compensation and have no right to claim against the
Company for not being able to purchase ordinary shares of the Company caused by the restriction of
foreign share ownership as stipulated in the Companys Articles of Association.
Silent Period
Others
Financial Advisor
Prepared by
None
None
Kim Eng Securities (Thailand) Public Company Limited
Kim Eng Securities (Thailand) Public Company Limited
Signed
_____________________________
Mr. Anant Kanjanapas
Director
_____________________________
Mr. Sui Hang Kanjanapas
Director
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