SET Announcements
19 October 2012
Notification of the exercise of ESOP Warrants assumed from PTTAR
(Translation)
Ref. No. 01-640/2012
October 19, 2012
Subject: Notification on the result of the exercise of ESOP Warrants by the
Directors, Executives and employees under the ESOP Warrants scheme assumed from
PTTAR
To: President, The Stock Exchange of Thailand
As PTT Global Chemical Public Company Limited ("the Company") had the
registration of amalgamation between PTT Aromatics and Refining Public Company
Limited ("PTTAR") and PTT Chemical Public Company Limited ("PTTCH") on October
19, 2011, therefore, PTTAR and PTTCH had lost their status as juristic persons
and the Company shall assume all assets, liabilities, rights, duties, and
obligations from both PTTAR and PTTCH.
Moreover, PTTAR which was founded from the amalgamation between Rayong Refinery
Public Company Limited ("RRC") and The Aromatics (Thailand) Public Company
Limited ("ATC"), PTTAR assumed all rights and obligations under 57,999,996
warrants to purchase ordinary shares which were issued and offered for sale to
directors, management and employees of RRC, including the management and
employees of PTT Public Company Limited ("PTT") who were seconded to work with
RRC on a full time basis and had been approved by SEC on 15 October 2007. The
exercise price and exercise ratio of these warrants were adjusted according to
the terms and conditions of the warrants which thereafter became the warrants of
PTTAR ("PTTAR ESOP Warrants").
The remaining PTTAR ESOP Warrants owned by PTTAR's or PTT's directors,
management or employees were transferred to the Company. As of 29 August 2011,
there are 12,939,342 units of PTTAR ESOP Warrants outstanding, with the
conversion ratio of 1 warrant per 0.5167553 ordinary share of the PTTAR and the
exercise price of 23.22 per share. According to the terms and conditions of
PTTAR ESOP Warrants, PTTAR must adjust the exercise price and exercise ratio of
PTTAR ESOP Warrants when it enters into an amalgamation. Therefore, the new
exercise price is Baht 46.32 per the Company share, and the new exercise ratio
is 1 warrant per 0.2590478 ordinary share of the Company share.
All terms and conditions of the warrants shall remain unchanged except for the
exercise price and exercise ratio, which shall be equivalent to those stated
above. Details of the new allotment are as follows:
Total number of warrants issued 57,999,996 units
Number of warrants assumed from PTTAR 12,939,342 units
Number of shares of the Company allocated 3,459,665 shares
Offering price 0 Baht per unit
Term 5 years
Exercise ratio 1 warrant per 0.2590478 ordinary share
Exercise price 46.32 Baht per share
Exercise period Each warrant holder may exercise the warrant not more than 25%,
25% and 50% of the total warrants allotted to each individual from the Company
after period of 12, 24 and 36 months from an issued date respectively. The
warrants are exercisable on the last business day of each quarter since the
first exercise date throughout the term of the warrants.
The Company would like to report the exercised warrants under the third
allotment, which have recently been exercised the ninth time on October 15, 2012
(last exercised date) as follows;
1. Results of the exercise
Number of exercisable warrants for the current exercise 6,609,542 units
Number of exercised warrants for the current exercise 4,728,542 units
Balance of the warrants 1,881,000 units
Total number of shares in reserve 1,820,022 shares
Number of shares in reserve for the current exercise 1,224,836 shares
Balance of the shares 595,186 shares
2. Details of the share sale:
Number of persons 170 persons
Number of shares subscribed 1,224,836 shares
Percentage of total shares offered for sale 35.40 %
3. Amount of money received from the share sales:
Total amount 56,734,403.52 Baht
Less Expenses (Specify) 0 Baht
Net amount received 56,734,403.52 Baht
Please be informed accordingly
Sincerely yours,
(Mr. Anon Sirisaengtaksin)
Chief Executive Officer
Corporate Finance and Investor Relations
Tel. +66 (0) 2 265 8421, +66(0) 2 265 8574, +66 (0) 2 140 8712
______________________________________________________________________
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