INFORMATION MEMORANDUM - The Stock Exchange of Thailand
INFORMATION MEMORANDUM - The Stock Exchange of Thailand
INFORMATION MEMORANDUM - The Stock Exchange of Thailand
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• <strong>The</strong> calculation <strong>of</strong> the loss that the Company agrees to compensate the Holders <strong>of</strong> BLAND-W3 will<br />
be conducted in the following manner:<br />
Compensation per 1 unit <strong>of</strong> Warrant = B x [MP - Price 1 ]<br />
where B = the number <strong>of</strong> shares that cannot be provided for and/or<br />
increased in accordance with the Exercise Ratio that is<br />
increased per one unit <strong>of</strong> BLAND-W3<br />
MP = the market price <strong>of</strong> the Companys shares which is derived by<br />
dividing the total trading value by the total trading volume <strong>of</strong><br />
the Companys shares traded on the SET during the seven<br />
consecutive business days (SET trading day) before the<br />
Exercise Date<br />
Price 1 = the Exercise Price or the adjusted Exercise Price in<br />
accordance with the adjustment to the Exercise Price and/or<br />
Exercise Ratio as prescribed in the Terms and Conditions<br />
Restriction on the Transfer <strong>of</strong> BLAND-W3 and Restriction on the Exercise <strong>of</strong> BLAND-W3<br />
Restriction on the Transfer <strong>of</strong> BLAND-W3<br />
Units <strong>of</strong> BLAND-W3 are freely transferable without any restrictions. However, it should be noted that the<br />
Company shall close the Warrant Holders Register 21 days prior to the Last Exercise Date <strong>of</strong> BLAND-W3 and<br />
the SET shall post an SP sign (trading suspension) 3 business days prior to the date <strong>of</strong> closing the Warrant<br />
Holders Register. <strong>The</strong> Company shall also close the Warrant Holders Register for the purpose <strong>of</strong> convening a<br />
meeting <strong>of</strong> Holders <strong>of</strong> BLAND-W3. In this regard, the Company shall close the Warrant Holders Register not<br />
more than 14 days prior to (and including) the date <strong>of</strong> the meeting.<br />
Restriction on the Exercise <strong>of</strong> BLAND-W3 by Non-Thai Holders <strong>of</strong> the Warrants<br />
• <strong>The</strong> Company shall not issue ordinary shares to non-Thai holders <strong>of</strong> BLAND-W3 if it would result in the<br />
percentage <strong>of</strong> shareholding by non-Thai shareholders <strong>of</strong> the Company to exceed 49% <strong>of</strong> the total issued<br />
shares <strong>of</strong> the Company as non-Thai shareholding <strong>of</strong> more than 49% is not allowed under the Companys<br />
Articles <strong>of</strong> Association.<br />
• In case, under the rule <strong>of</strong> foreign ownership limitation, no shares can be issued to a non-Thai Holder <strong>of</strong><br />
BLAND-W3 who has submitted his/her exercise notice to the Company, the Company shall return to the<br />
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