TFEX

26 Nov 2024 21:32

Notification on debt-to-equity conversion under the business rehabilitation plan and effectiveness of registration statement and prospectus for offering to existing shareholders and employees (Template debt-to-equity conversion.)

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Increasing Capital Subject : Specifying the purpose of utilizing proceeds Date of Board resolution : 25-Nov-2024 Number of additional common shares : 20,989,446,278 (shares) Total of additional shares (shares) : 20,989,446,278 Par value (baht per share) : 10.00 Type of allocated securities : Common shares Allocated to : Other Allocation Details : Results of the allocation of newly issued ordinary shares from expressing the intention to exercise the right to convert debt into equity by the creditors in Group 4, Group 5, Group 6 and debenture creditors according to the business rehabilitation plan Number of allotted shares (shares) : 20,989,446,278 Remark : Pursuant to Clause 5.6.3 (b) of the business rehabilitation plan, the Company shall allocate newly issued ordinary shares to accommodate the conversion of debt into equity which is the obligation of the creditor under the business rehabilitation plan (Mandatory Conversion) by creditors in Group 4, Group 5, Group 6, and debenture creditors under the business rehabilitation plan. In this regard, the Plan Administrators' Meeting approved the execution of the conversion of debts for creditors listed as of 28 October 2024 into newly issued ordinary shares pursuant to Clause 5.6.3 (b) of the business rehabilitation plan, whereby the debts under the business rehabilitation plan were calculated as of 31 October 2024, with the aggregate amount of debts totaling 37,601,923,443.81 Baht. If there is any fractional number of shares resulting from the calculation, such fractional number of shares will be rounded down. After the calculation on such basis, the creditors will be allocated a total of 14,773,659,802 newly issued ordinary shares from the mandatory debt-to-equity conversion pursuant to Clause 5.6.3 (b) of the business rehabilitation plan. After such allocation, there are an aggregate remaining newly issued ordinary shares after the allocation for the debt-to-equity conversion under Clause 5.6.3 (b) of the business rehabilitation plan of 88,709,831 shares. As the creditors under the business rehabilitation plan who are eligible for the right to convert debt into equity have expressed the intention to voluntarily convert debt into equity from 19 November 2024 to 21 November 2024, the Company would like to notify the results of the allocation of newly issued ordinary shares from expressing the intention to exercise the right to convert debt into equity of creditors in Group 4, Group 5, Group 6, and debenture creditors according to the business rehabilitation plan, having details as follows 1. Voluntary conversion of the existing debts into additional equity under the business rehabilitation plan Since the total number of newly issued ordinary shares for which creditors have expressed its intention to convert the existing debts into additional equity under Clause 5.6.3 (a) of the business rehabilitation plan (Voluntary Conversion) exceeds the number of newly issued ordinary shares which were allocated to accommodate the exercise of right to convert debt into equity under Clause 5.6.3 (a) of the business rehabilitation plan (Voluntary Conversion), the Company has therefore allocated newly issued ordinary shares to creditors who exercised the right to convert debt into equity on a pro rata basis according to the principal debt of each creditor under the business rehabilitation plan. If there is any fractional number of shares resulting from the calculation, such fractional number of shares will be rounded down. In this regard, the Company has allocated a total of 4,911,236,792 newly issued ordinary shares to the creditors under the business rehabilitation plan who have expressed their intention to convert existing debts under the business rehabilitation plan into additional equity, representing a total debt resulting from exercising the right to the debt-to-equity conversion, pursuant to Clause 5.6.3 (a) of the business rehabilitation plan, of 12,500,079,881.78 Baht. After the allocation of shares on such basis, there are an aggregate remaining newly issued ordinary shares resulting from the rounding down of fractional number of shares in the process of exercising the right to convert debt into equity under Clause 5.6.3 (a) of the business rehabilitation plan of 21 shares. 2. Exercise of the right by the creditors to voluntarily convert suspended new interests into equity under the business rehabilitation plan The Company has allocated a total of 1,304,549,684 newly issued ordinary shares (net of withholding tax) to the creditors under the business rehabilitation plan who have expressed their intention to convert suspended new interests into equity, representing a total debt resulting from exercising the right to the debt-to-equity conversion pursuant to Clause 5.6.3 (c) of the business rehabilitation plan, of 3,351,213,177.95 Baht. All creditors who have expressed their intention to convert suspended new interests into equity have been allocated newly issued ordinary shares according to the number of shares they expressed their intention to convert. After such allocation, there are an aggregate remaining newly issued ordinary shares after the allocation for the exercise of right to convert debt into equity under Clause 5.6.3 (c) of the business rehabilitation plan of 599,058,492 shares. In this regard, Clause 5.6.7 of the business rehabilitation plan specifies that the plan administrators have the authorization to reduce the registered capital by eliminating the newly issued ordinary shares that have not been allocated for the debt-into-equity conversion under Clause 5.6.3 (a), Clause 5.6.3 (b) and Clause 5.6.3 (c) of the business rehabilitation plan, in the total amount of 687,768,344 shares (including newly issued ordinary shares which have not been allocated under Clause 5.6.4 of the business rehabilitation plan), as deemed appropriate by the plan administrators. ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand has no responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement.