SET Announcements

-Translation- Information Memorandum (Description, Condition and Major Characteristics of Warrants of Sikarin Public Company Limited (SKR- W1) Listing Date As of 10 September 2004 (Trading commencement on 10 September 2004) Type of Securities Warrants to purchase ordinary shares of Sikarin Public Company Limited No. 1 Secondary Market The Stock Exchange of Thailand Number of Warrants 39,968,108 Units Underlying Shares 39,968,108 Shares Issuer Sikarin Public Company Limited Rights of Warrants 1 unit of warrant has the rights to purchase 1 new ordinary share at an exercise price of Baht 13.50, however the exercise price and exercise ratio are subject to change in accordance with the conditions for adjustment. Such warrants are offered to existing shareholders whose names appeared in the shareholders registration book on 19 December 2003 at a ratio of 5 ordinary shares to 2 warrants, free of charge. Type of Warrants Specified holders and transferable Term of Warrants 4 years from the issued date, The issue date is on September 1, 2004 The first exercise date is on the last business day of November 2004 The last exercise date is on the last business day of August 2008 Offering Price Baht -0- per unit Distribution of Warrants As of September 1, 2004 No. of Warrant No. of Warrants % of present Holder listing warrants 1. Warrant holders: 1.1 Government, state-owned enterprises or public sector agencies - - - 1.2 Director, manager, and executive management including related 7 5,326,004 13.33 persons and associated persons 1.3 Warrant holders who have a holding of above 5% including 1 2,447,640 6.12 related persons 1.4 Controlling shareholders - - - 1.5 Warrant holders who enter into agreement not to sell their stocks - - - within a specified period 2. Small warrant holders hold > 1 trading unit 1,903 32,190,703 80.54 3. Small Warrant holders hold < 1 trading unit 80 3,761 0.01 Total 1,991 39,968,108 100.00 Note: 1 Trading unit = 100 warrants Major Warrant Holders (As of September 1, 2004) Name No. of warrants % of present listing Warrants 1. Juldis Develop Plc. 2,447,640 6.12 2. Police Lieutenant General Jarak Sangtawip 2,259,272 5.65 3. Mr. Atirat Charoonsri 1,598,152 4.00 4. Mr. Teng, Ming-Ta 1,582,560 3.96 5. KGI Securities (Thailand) Plc. 1,303,604 3.26 6. Mr. Silapachai Nisakornsit 1,267,600 3.17 7. Mr. Pongit Manomaiudom 1,227,240 3.07 8. AJF Star Capital Fund 920,160 2.30 9. Mr. Amnart Klaithai 898,462 2.25 10. Vajira Securities Co., Ltd. 740,000 1.85 Total 14,244,690 35.63 Registrar Thailand Securities Depository Company Limited Receiving Agent for the Exercise Warrants Sikarin Public Company Limited Exercise Right of Warrants 1. Exercise Date Warrant holders can exercise their rights to purchase the Company's ordinary shares on every last business day of November, February, May and August over the life of warrants. The first exercise date is on the last business day of November 2004 and the last exercise date is on the last business day of August 2008. 2. Notification of warrant exercise period The holder of warrant certificates or certificate receipts (herein after referred to as "Certificates") who wish to exercise their rights to purchase the Company's ordinary shares shall give notification of such intention within 5 business days of each exercise date during 9.00 am to 4.00 pm during any business day (hereinafter referred to as the "Notification Period"). Except for the last exercise date, the holder has to notify their intention to exercise within 15 days prior to the last exercise date. The Company will not close the warrant registration book for preventing the transfer or exercise of warrants, except that the last exercise date, the Company will close the warrant registration book 21 days prior to the last exercise date. The SET will post an SP (Trading Suspension) sign 3 days before the closing date of registration book. In case the closing date of the warrant registration book to suspend the transfer of rights in warrants is a public holiday, such date shall be postponed until the next business day. The Company will inform the warrant holders regarding warrant exercise period, exercise ratio, exercise price and exercise venue via SETSMART at least 5 business days prior to the each notification period. Except for the last exercise date, the Company will send registered mails to warrant holders whose names appear on warrant register on the closing date. Other Exercise Conditions 1. The number of warrants to be exercised shall be a whole number where, the exercise ratio is 1 unit of warrant to 1 ordinary share, unless otherwise there is an adjustment on exercise price and exercise ratio. 2. The warrant holders shall be responsible for any stamp duty incurred from the exercise of warrants to purchase the Company's ordinary shares. 3. The number of ordinary 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 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 mail within 30 days before the relevant exercise date, with no interest. 4.Where the Company does not obtains payment 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 within 5 business days counting from the relevant 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 by registered post within 14 days from the day following the exercise date. 5. Where the holder pay only part of the exercise price, the Company reserves the right to proceed with one of the alternatives selected by it; 5.1 Deem that the notification of intention to exercise expires without any exercise; or 5.2 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 5.3 Ask the certificate holder to pay for 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 notification of intention to exercise expires without any exercise. In case of 5.1 and 5.3, the Company shall return the received payment and the Warrant Certificates which the Company deemed unexercised by registered mail within 14 days from the day succeeding the exercise date without interest reimbursement. In case of 5.2, the Company shall return the remaining Certificates after partial exercise is completed to the Holder by registered mail within 30 days from the day succeeding the exercise date without interest reimbursement. However, such unexercised warrant certificates shall remain valid until the last exercise date. 6. When the holders who wishes to exercise their warrants have fully complied with all conditions governing the their exercise (i.e. the holders have completely and accurately delivered the Warrant Certificates, the exercise notice and paid in full), the holders cannot rescind the exercise of their warrants. 7. When the last exercise date expires before the holders completely comply with all conditions governing the exercise of their warrants, such warrants automatically expire. 8. In case where the holder has submitted Warrant Certificates representing more warrants than the number their wishes to exercise, the Company shall send a new Warrant Certificate to such holder whose warrants are in the Scrip System, representing the correspondingly decreased number of warrants, to the holder by registered mail within 14 days of the relevant exercise date and shall cancel the previous Warrant Certificate. 9. The Company shall register its issued and paid-up capital change corresponding to the shares newly issued on account of the exercise of warrants with the Ministry of Commerce within 14 days from each exercise date and the Company shall record in its share register book all holders who exercise their warrants in accordance with the number of shares issued to them on account of the Warrants they exercised. 10. When the Company has inadequate shares reserved for the exercise of warrants, it will compensate the holders who are unable to exercise their warrants. However, the Company will not compensate for the warrant holders who are unable to exercise their warrants even if an adequate number of shares were reserved to support such exercise (i.e. Non-Thai holders who would have been prevented from exercising their warrants due to foreign share ownership restrictions as specified in the Alien Business Act B.E. 2542). Exercise Procedures The holders may exercise their warrants by notifying their intention to exercise their rights within the exercise notice period at the contact venue and exercise procedures as follows: 1. Contact venue for the exercise Khun Usanee Rungvilaicharoen Financial Department Manager Sikarin Public Company Limited Office: 4/29 Moo 10, Srinakarin Road, Bangna, Bangkok 10260 Tel: 0-2383-4391-4400 Fax: 0-2383-4414-15 The holders may obtain the exercise notice from the Company at the address stared above within the exercise notice period. 2. The warrant exercise process of the holders are separated into 2 cases: 2.1 Warrants exercise under scripless system, In case that the warrants are in scripless system, the warrant holders who wish to exercise the warrants shall notify their intention and fill in a request form prescribed by the SET for an issue of the certificate receipts and then submit the request form to the securities company acting as their broker. The securities company will then request Thailand Securities Depository Co., Ltd. (the "TSD") to withdraw the warrants certificates and issue the warrants substitutes to be used as evidence for the exercise of warrants. 2.2. Warrants exercise under scrip system, The holders who wish to exercise their warrants shall comply with the exercise notice conditions and lodge the following documents at the above contact venue: a) Duly and accurately completed exercise notice. b) Warrant Certificates representing warrants in the amount specified in the exercise notice and, where applicable, an authority for receiving of a new Warrant Certificate representing those warrants that were not exercised (if any). c) Payment of the amount specified in the exercise notice by cheque, draft, cashier cheque, or payment order from the bank which can be cashed in Bangkok Metropolitan within the exercise date and shall be made payable to "Sikarin Public Company Limited". Any such exercise shall be deemed to be completed when it is fully paid. If the payment cannot be collected for whatsoever reasons not caused by the Company, it shall be regarded that the warrant holders wish to cancel such exercise and the Company will correspondingly approve such cancellation. However, the holder will be able to exercise their rights on the next exercise date, with the exception of the last exercise date. d) Evidence supporting the warrant exercise 1. Thai natural person : Duly certified copy of identification card 2. Non-Thai natural person : Duly certified copy of passport 3. Local juristic person : Duly certified copy of corporate affidavit and evidence of the authorized persons as specified in 1. or 2. 4. Alien juristic person : Duly certified copy of certificate of incorporation certified by Notary Public and evidence of the authorized persons as in 1. or 2. Adjustment of Exercise Price and Exercise Ratio 1. The Company shall adjust the exercise price and ratio throughout the life of the warrants so as not to impair the benefits of the holders when either of the following events occurs: 1.1 The Company changes the par value of its ordinary shares as a result of the split or consolidation of its issued shares. 1.2 The Company offers to sell its newly issued ordinary shares to the existing shareholders and/or the public at an average price per share of newly issued ordinary shares below "the market price of the Company's ordinary shares" more than 10%. 1.3 The Company offers to sell any newly issued securities, i.e. convertible debentures or warrants, to existing shareholders and/or the public which give rights to the holders 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 rights is below "the market price of the Company's ordinary shares" more than 10%. 1.4 The Company pays out all or part of its dividends by way of ordinary share issuance to its shareholders. 1.5 The Company pays out dividend of more than 70% of the net profit after tax of the Company for each accounting period during the warrant life. 1.6 There are any events not mentioned in 1.1 to 1.5 that cause the holder to lose their rights and benefits, the Company and Syrus Securities Public Company Limited as the financial advisor shall fairly consider the adjustment of the exercise price and/or exercise ratio and will not lessen the holders rights or benefits. The Company will inform the SEC of such adjustment within 15 days counting from the date that causes the adjustment. 2. The calculation of the adjustment to the exercise price and ratio in accordance with 1.1 through 1.6 is independent of each other and shall be calculated in order to make a comparison with "the market price of the Company's ordinary shares". In case where these events simultaneously occur, the calculation shall be conducted in the order of 1.1, 1.2, 1.3, 1.4, 1.5 and 1.6 and the decimal for the exercise price and the exercise ratio shall me 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 1.1 through 1.6 shall not cause an increase in the exercise price and/or 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 the Certificates fro each notification of intention to exercise (to five decimal digit number in the new exercise ratio after adjustment) is a fraction of a share, such fraction shall be disregarded. If the calculated exercise price after adjustment (to three decimal digit number) when multiplied by the number of ordinary shares to be exercised in each notification of intention to exercise is a fraction of Baht, such fraction shall be disregarded. 4. In case where the adjustment to the exercise price causes the new exercise price to be below the par value of the Company's ordinary shares, the par value of the Company's shares shall be used as the new exercise price. Except in the event that the laws forbids the Company to issue ordinary shares below the par value, the new par value will be used as new exercise price whereas the exercise ratio will be used in accordance with the calculation derived from 1.1 to 1.6. 5. The status of warrants from the date that holders notify their intention to exercise, to the day before the date that the Ministry of Commerce accepts the registration of an increase in paid-up capital due to the exercise of such warrants, shall be the same and have the same rights as warrants of a holder who does not give notification of their intention to exercise. This status shall expire on the date the Ministry of Commerce accepts the registration of the increase in paid-up capital. In case that the Company adjusts the exercise rights and/or exercise ratio with in the period that the Company has not registered new ordinary shares from the warrants exercised with the Ministry of Commerce, the rights of the holders who exercise their rights shall be readjusted. The Company shall issue additional shares to the eligible holders as soon as possible. In case where the adjusted exercise price is effective, the additional shares shall be distributed to the eligible holders later than the shares previously issued but no later than 45 days from the adjustment date. 6. Regarding the adjustment of the exercise price and the exercise ratio as mentioned above, the Company shall notify SEC and SET within 15 days of the occurrence of such events the outcome of the adjustment including methods of calculation and reasons for the adjustment, so as to further inform the warrant holders of the new exercise price, the new exercise ratio, and the effective date of the adjustment through. New Ordinary Share Issuance 1. In case that the holders wish to receive the share certificate in their names, the share certificate shall be delivered to the holders by registered mail at the address appeared in the exercise notice within 45 days from each exercise date. 2. In the case of scripless, the procedure will follow TSD rules and regulations. In case that the company is unable to provide shares for the exercise of warrants The Company will compensate the holders in accordance with the following details: 1. The Company will compensate only to the holders who notify their intention to exercise the warrants at each exercise date and the Company cannot provide shares to accommodate the exercise of their warrants except in the case that specified in the transferring restriction due to the shareholding portion of non-Thai holders. The Company will arrange to close the warrant register to suspend the transfer of warrants within 30 days from the exercise date on which the Company cannot arrange to have enough warrants to accommodate the exercise of (more)