RecordDate of Company,BookClosure Date of BTSC for subscription of newly issued shares of subsidiary
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The Company would like to notify the progress that the Company has determined
the date of determining the list of shareholders of the Company who are entitled
to subscribe for newly issued shares of VGI (Record Date) to be on September 4,
2012 and the date to gather the names of shareholders under Section 225 of the
Securities and Exchange Act B.E. 2535 (as amended) by closure of the share
register book and suspension of share transfer on September 5, 2012 and BTSC has
determined the closing date of the share register book of BTSC to determine the
list of shareholders who are entitled to subscribe for newly issued shares of
VGI to be on September 4, 2012.
The shareholders of the Company and BTSC (except the Company) will receive the
rights to subscribe the newly issued shares of VGI as follows:
1. The shareholders of the Company
The shareholders of the Company will receive the rights to subscribe the newly
issued shares of VGI according to the ratio of the Company's number of shares to
1 newly issued shares of VGI, which will be calculated using the total number
of issued shares of the Company as at the Record Date (September 4, 2012)
divided by 25,074,432 newly issued shares of VGI to be allocated to the
shareholders of the Company in proportion of their shareholding.
Currently, the Company has total 9,207,937,829 issued shares. However, as the
Company now has Baht 9,702 million outstanding convertible bonds and the holders
of these convertible bonds may exercise their conversion rights at anytime
pursuant to the terms and conditions of the convertible bonds. As a result, the
Company is unable to fix the exact ratio of the Company's number of shares to 1
newly issued shares of VGI at this moment because if there is any exercise of
the conversion rights of the convertible bonds during August 21 - September 4,
2012, the number of the Company's total issued shares would increase and
resulting in the change in the ratio of the Company's number of shares to 1
newly issued shares of VGI. The prevailing effective conversion price of the
convertible bonds is Baht 5.12 per share and on the assumption that total Baht
9,702 million outstanding convertible bonds are converted into shares in full
amount, the number of the Company's total issued shares would increase by
1,894,921,875 shares to 11,102,859,704 shares (9,207,937,829 + 1,894,921,875).
Therefore, the ratio of the Company's number of shares to 1 newly issued shares
of VGI will be based on the following assumptions:
(1) If none of convertible bonds is converted into shares during August 21 -
September 4, 2012, the number of the Company's total issued shares will remain
unchanged at 9,207,937,829 shares.
(2) If all outstanding convertible bonds are converted into shares in full
amount, the number of the Company's total issued shares will increase to
11,102,859,704 shares.
From the above assumptions, the ratio of the Company's number of shares to 1
newly issued shares of VGI will be in the range of 367.22 - 442.80 shares of the
Company to 1 newly issued shares of VGI. The fraction of newly issued shares
of VGI resulted from the computation will be discarded. The shareholders of the
Company will be eligible to subscribe the newly issued shares of VGI less than
or equal to their rights, but shall not exceed their rights.
The Company will further inform the exact ratio of the Company's number of
shares to 1 newly issued shares of VGI through the Stock Exchange of Thailand's
information disclosure channel no later than September 5, 2012 after knowing the
number of total issued shares of the Company as at September 4, 2012.
2. The shareholders of BTSC
The Shareholders of BTSC (except the Company) will receive the rights to
subscribe the newly issued shares of VGI according at the ratio of 617.97 shares
of BTSC to 1 newly issued shares of VGI, which is calculated using the total
number of issued shares of BTSC of 16,067,133,653 shares deduct with the number
of BTSC's shares held by the Company of 15,495,163,425 shares divided by 925,568
newly issued shares of VGI to be allocated to the shareholders of BTSC (except
the Company) in proportion of their shareholding. The fraction of newly issued
shares of VGI resulted from the computation will be discarded. The
shareholders of BTSC will be eligible to subscribe the newly issued shares of
VGI less than or equal to their rights, but shall not exceed their rights.
In this regard, VGI reserves the right not to allocate VGI shares to any
subscribers if such an allocation will, or may possibly, result in the breach of
foreign laws or regulations, or will result in any act required in addition to
those already required under the rules and regulations related to issuing and
offering securities under Thai law.
Investors can find more details of the offering of shares from the Filing of the
Registration Statement of VGI submitted to the SEC, which currently are during
consideration by the SEC, at www.sec.or.th. The Company and BTSC will further
inform on the subscription period of VGI's shares, offering price of VGI's
shares as well as the progress of the offering accordingly.
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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.