Attachment
Summary of the Important Terms and Conditions of the Convertible Debentures
Samart Digital Public Company Limited
Heading | Details |
Convertible Debentures | Samart Digital Public Company Limited ("Company") |
Issuer | |
Type of Convertible | Convertible Debentures with the conversion right to convert into the Company's |
Debentures | ordinary shares, senior and unsecured (Senior Unsecured Convertible Debentures) |
("Convertible Debentures"). | |
Currency | Baht |
Total amount of principal of the Convertible Debentures
Not exceeding Baht 1,000,000,000 divided into 3 tranches, as follows:
- Convertible Debentures Tranche 1 has the value of not more than Baht 200 million divided into 20 sets, Baht 10 million per set.
- Convertible Debentures Tranche 2 has the value of not more than Baht 250 million divided into 25 sets, Baht 10 million per set.
- Convertible Debentures Tranche 3 has the value of not more than Baht 250 million divided into 25 sets, Baht 10 million per set.
- Convertible Debentures Tranche 4 has the value of not more than Baht 300 million divided into 15 sets, Baht 20 million per set.
Conditions of the Issuance of | The Company will gradually issue the Convertible Debentures by tranche, each |
Convertible Debentures | tranche, respectively. In each issuance of the tranche of Convertible Debentures, the |
Company will gradually issue each set in each tranche according to the Company's | |
financial needs. The issuance of convertible debentures is subject to the completion | |
of the conditions precedent which are: Permission from the Securities and Exchange | |
Commission and other relevant agencies, including the terms and conditions of the | |
Convertible Debentures. | |
However, the timeframe of the conversion is within 3 year after shareholder's meeting | |
approved the issuance. If the Company did not issue all the Convertible Debentures within | |
3 year, the Company may request a resolution of the shareholders' meeting to issue the | |
unissued convertible debentures according to the Company's financial needs. | |
Interest Rate | 0.50 percent per annum, provided that the interest will be paid on a quarterly basis |
from the date the Convertible Debentures was issued. | |
Maturity Period | 3 years after the issuance of each Tranche |
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Heading | Details |
Payback Condition | Repay in lump sum after each due date of the specific Tranche according to the |
terms and conditions of the Convertible Debenture. In such, for each Tranche the | |
maturity period is 3 years after the issuance. | |
Redeem Rights before Due | The Convertible Debentures holders may or may not have rights to redeem the |
Date | Convertible Debentures before due date and/or the Convertible Debentures issuer |
may or may not have rights to redeem the Convertible Debentures before due date | |
too. The redemption has to be followed by the terms and conditions of certain | |
convertible debentures aligned with rules, regulations, laws and/or permissions from | |
related authorized Governmental Bodies. | |
Conversion Ratio | Principle amount of the Convertible Debentures divided by the conversion price. |
Conversion price
(origin and appropriateness of pricing or conversion rates)
Not lower than 90% of the market price, therefore it is not considered an offer for sale of newly issued shares at a price lower than the market price as prescribed in the Notification of the Capital Market Supervisory Board No. TorJor. 72/2558 Re: Approval of the issuance of newly issued shares to private placement ("Notification No. TorJor. 72/2558").
"Market Price" is calculated from the weighted average price of the Company's shares traded on the Stock Exchange of Thailand for at least 7 consecutive business days, but not more than 15 consecutive business days prior to the date the debenture holders exercise their conversion rights. The weighted average price is calculated from the volume weighted average price of the Company's shares for each consecutive business days ("Floating Conversion Price") in accordance with Notification No. TorJor. 17/2561 and Announcement No. SorJor. 39/2551. The market price will be calculated with two digit decimals while the conversion price will be calculated with three digit decimals.
However, if the above-calculated conversion price is lower than the current par value of the Company's shares, the Company shall issue additional compensation shares in a manner that complies with the calculation of all shares to be issued at par value, which are subjected to the conversion price.
Remarks:
- If the ordinary shares resulted from the exercise of conversion rights of the Convertible Debentures has a conversion price of less than 90% of the market price at the date of conversion (the market price is calculated based on the weighted average price of the Company's shares traded on the Stock Exchange of Thailand for not less than 7 consecutive business days, but not more than 15 consecutive business days prior to the date that the convertible bond holders
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Heading | Details |
exercise their conversion rights. The weighted average price is calculated from the closing price or volume weighted average price of the Company's shares for each consecutive business days). The Company has the duty to prohibit AO Fund and AO Fund 1 ("Investors") from exercising such conversion rights within 1 year from the date the investors receive such convertible securities (Silent Period). After the date the investor receives the convertible securities for a period of 6 months, the investors will be able to gradually sell the prohibited shares in the amount of 25% of the total number of shares prohibited in accordance with the rules prescribed in the Notification of the Stock Exchange of Thailand Re: Rules, Conditions and Procedures for Consideration of the Request for Ordinary Shares or Preferred Shares as for the capital increase as listed securities B.E. 2558 dated May 11, 2015 (including the amendment).
- In the case that the accommodating shares are insufficient, the Company will follow the guideline in the topic "The event that the Company has to issue new shares to accommodate the change in the exercise of conversion rights".
Conversion Period | The Convertible Debentures holders may exercise their conversion | rights of the |
Convertible Debentures every day until the close of business hours 1 | week prior to | |
the Convertible Debenture maturity date. |
Number of ordinary shares accommodated for conversion
In the case that all existing warrants are converted (which shareholders already approves last EGM)
2,213,029,597 shares (equivalent to 12.90% of all the Company's paid-up shares of the Company after completion of the registration of paid-up capital on the assumption that all convertible debentures and warrants are fully exercised)
Remarks:
The number of shares accommodated for this offering of convertible debentures are 2,213,029,597 shares and the number of shares accommodated for warrants are 1,731,043,303 shares. The total number of shares accommodated for the convertible debentures and warrants are 3,944,072,900 shares, which is equivalent to 23.00 % of all paid-up shares of the Company after completion of the registration of paid-up capital on the assumption that all convertible debentures and warrants are fully exercised.
Secondary market for ordinary shares as a result of the conversion
The Company shall arrange to list the ordinary shares issued as a result of the conversion on the Stock Exchange of Thailand or any exchange that the Company's securities are listed on.
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Heading | Details | ||||||
Restrictions on transfer of | As this issuance and offering of the Convertible Debentures is considered as an | ||||||
the Convertible Debentures | offering to no more than 10 specific investors within 4-month period as specified in | ||||||
the Notification of the Capital Market Supervisory Board No. TorJor. 17/2561 Re: | |||||||
Application for and Approval of the Offering for Sale of Newly Issued Debt | |||||||
Instruments ("Notification No. TorJor. 17/2561"). Therefore, the transfer of the | |||||||
Convertible Debentures to any person at any time throughout its tenure shall not | |||||||
cause the number of the holders to exceed 10 specific investors within 4 month | |||||||
period, provided that the number of the holders shall be calculated from actual | |||||||
investors holding the Convertible Debentures on private placement basis (whether | |||||||
such investors hold the newly issued convertible debentures or receive the | |||||||
convertible debenture from the transfer by any existing Convertible Debentures | |||||||
holders), except by way of inheritance. | |||||||
Allocation Method | Allocated by private placement, once or several times, to Advance Opportunities | ||||||
Fund (AO Fund) and Advance Opportunities Fund 1 (AO Fund 1), who are investors | |||||||
pursuant to | Clause 4 (10) of the Notification | of | the | Securities | and | Exchange | |
Commission | KorJor. 4/2560 Re: Determination | of | the | Definitions | of | Institutional | |
Investor, Ultra-high Net Worth Investor and High Net Worth Investor. This offering of | |||||||
the Convertible Debentures is in accordance | with | Clauses 43 | and | 56 of the | |||
Notification No. TorJor. 17/2561. | |||||||
The event that the Company | The Company may register the increase in capital to accommodate the conversion by | ||||||
has to issue new shares to | the resolution of shareholders' meeting or compensate in cash to the Convertible | ||||||
accommodate the change in | Debentures holder in regards with the terms and conditions of the Convertible | ||||||
the exercise of conversion | Debentures. | ||||||
rights | |||||||
Impact on Shareholders | In consideration of the impacts on the Company's shareholders, it will be taken into | ||||||
consideration the impact of the Convertible Debentures in case the Company issued | |||||||
and offered Convertible Debentures to investors. In this regard, two aspects of the | |||||||
impacts on the shareholders of the Company will be taken into consideration, which | |||||||
are, impact to the market price of shares (Price Dilution) and impact to the voting | |||||||
rights of existing shareholders (Control Dilution), with details as follows: | |||||||
In the case that all existing warrants are converted (which shareholders already | |||||||
approves last EGM) |
- Price Dilution can be calculated from the following formula: Price Dilution = (Po - PE) / Po
Whereas,
Po = Existing share price which is equivalent to Baht 0.5243 per share,
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Samart Digital pcl published this content on 15 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 August 2022 12:12:32 UTC.