Issued Convertible Securities Subject : Issued convertible securities Date of Board resolution : 23-Aug-2013 Allocated to : Existing common shareholders Type of allocated securities : Warrants Number of allotted securities : 3,971,617,378 (units) Reserved shares for the exercise of : Common shares convertible securities Number of additional shares (shares) : 3,971,617,378 Ratio (Existing shares : Convertible : 3 : 1 securities) Record date for the right to receive : 18-Oct-2013 convertible securities Book closing date for collecting : 21-Oct-2013 shareholders names under Section 225 of the Securities and Exchange Act Ex-rights date : 16-Oct-2013 Offering price (baht per unit) : 0.00 Description of warrants Name of warrant : The Warrants to Purchase the Newly Issued Ordinary Shares of BTS Group Holdings Public Company Limited No. 3 (BTS-W3) Exercise ratio (warrant : share) : 1 : 1 Exercise price (baht per share) : 12.00 Term of warrants : 5 years from the issuance date Remark : The Board of Directors' Meeting passed the resolutoin to propose to the Extraordinary General Meeting of Shareholders No. 1/2013 to consider and approve the issuance and allocation of the warrants to purchase the newly issued ordinary shares of BTS Group Holdings Public Company Limited No. 3 (BTS-W3) (the "Warrants" or "BTS-W3 Warrants") in the number of up to 3,971,617,378 units, to be allocated to the existing shareholders of the Company on a pro rata basis to their respective shareholdings (Rights Offering), at no cost, at the allocation ratio of 3 existing ordinary shares for 1 unit of Warrants (In calculating the number of Warrants to be allocated to each shareholder, any fractions derived from the calculation based on the allocation ratio shall be rounded down). The term of the BTS-W3 Warrants shall be 5 years from the issuance date. The warrant holders shall be entitled to exercise the Warrants for the first time on the last business day of the first quarter after the 3rd anniversary from the issuance date. The exercise ratio is 1 unit of Warrants for 1 ordinary share at the exercise price of Baht 12 per share. The summary of the key features of the BTS-W3 Warrants, such as events for the rights adjustment and other material details are set out in Enclosure 1. In this regard, the Company set the date for determining the names of shareholders who shall be entitled to receive the BTS-W3 Warrants (Record Date) on October 18, 2013 and the date for gathering the names of shareholders under Section 225 of the Securities and Exchange Act B.E. 2535 (as amended) by closing the share register book and suspending the share transfer on October 21, 2013. The Company will adjust the exercise price and/or the exercise ratio of the BTS-W3 Warrants upon the occurrence of any of the following events: (a) in the event of any change in the par value of the Company's ordinary share as a result of a consolidation or a split of shares (b) in the event that the Company offers ordinary shares to its existing shareholders and/or public and/or specific investors at the net price per newly issued ordinary share below 90 percent of the market price per ordinary share of the Company (c) in the event the Company offers new securities to its existing shareholders and/or public and/or specific investors, and such securities confer the rights of conversion or exchange into ordinary shares or the rights to subscribe for ordinary shares (such as convertible debentures or warrants to purchase ordinary shares) at the net price per newly issued ordinary shares below 90 percent of the market price per ordinary share of the Company (d) in event that the Company distributes dividends, whether in whole or in part, in the form of the Company's ordinary shares to its shareholders (e) in the event that the Company distributes dividends in cash exceeding the prescribed rate in each fiscal year as follows: - Fiscal year ended March 31, 2014 (April 1, 2013 - March 31, 2014) : If the Company pays dividend in excess of Baht 8,000 million from the Company's net profit and/or retained earnings under the standalone financial statements of the Company of the fiscal year ended March 31, 2014 - Fiscal year ended March 31, 2015 (April 1, 2014 - March 31, 2015) : If the Company pays dividend in excess of Baht 9,000 million from the Company's net profit and/or retained earnings under the standalone financial statements of the Company of the fiscal year ended March 31, 2015 - Fiscal year ended March 31, 2016 (April 1, 2015 - March 31, 2016) : If the Company pays dividend in excess of Baht 10,000 million from the Company's net profit and/or retained earnings under the standalone financial statements of the Company of the fiscal year ended March 31, 2016 - From the fiscal year ended March 31, 2017 onwards until the expiration date of the Warrants : If the Company pays dividend in excess of 95 percent of the Company's net profit under the standalone financial statements of the Company of any relevant fiscal year, from the fiscal year ended March 31, 2017 until the expiration date of the Warrants (f) any event that renders the warrant holders losing their rights and interest they should have had pursuant to such Warrants in any way other than those stated in items (a) - (e), the Company shall be entitled to consider adjusting the exercise price and/or the exercise ratio (or adjusting the number of units of the Warrants in lieu of adjusting the exercise ratio) in a fair manner. In this respect, the definitions, rights adjustment formula, as well we other details shall be in accordance with the Terms and Conditions. ______________________________________________________________________ Increasing Capital Subject : Specifying the purpose of utilizing proceeds Date of Board resolution : 23-Aug-2013 Details of allotment Allocated to : Reserved shares for the exercise of convertible securities Type of allocated securities : Common shares Number of allotted shares (shares) : 3,971,617,378 Number of additional common shares : 3,971,617,378 (shares) Total of additional shares (shares) : 3,971,617,378 Par value (baht per share) : 4.00 ______________________________________________________________________ Meeting schedule of securities holders Subject : Schedule of Extra-General Meeting of Shareholders Date of Board resolution : 23-Aug-2013 Meeting date : 11-Oct-2013 Beginning time of meeting (h:mm) : 14 : 00 Record date for the right to attend the : 10-Sep-2013 meeting Book closing date for collecting holders : 11-Sep-2013 names under Section 225 of the Securities and Exchange Act Ex-meeting date : 06-Sep-2013 Significant agenda item : - Capital increase - The issuance of convertible securities Venue of the meeting : Rama Gardens Hotel Bangkok, Convention Center, 9/9 Vibhavadi Rangsit Road, Laksi, Bangkok 10210 Remark : The Company determined the date, time, place and agenda for the Extraordinary General Meeting of Shareholders No. 1/2013 on Friday October 11, 2013 at 14.00 hrs., at Rama Gardens Hotel Bangkok, Convention Center, 9/9 Vibhavadi Rangsit Road, Laksi, Bangkok 10210. The agenda is as follows: Agenda 1 Message from the Chairman to the Meeting Agenda 2 To consider and adopt the Minutes of the 2013 Annual General Meeting of Shareholders Agenda 3 To consider and approve the issuance and allocation of the warrants to purchase the newly issued ordinary shares of BTS Group Holdings Public Company Limited No. 3 (BTS-W3) to the existing shareholders of the Company through the Rights Offering in the number of up to 3,971,617,378 units Agenda 4 To consider and approve the reduction of the registered capital of the Company by Baht 179,700,888, from the existing registered capital of Baht 47,945,776,096 to Baht 47,766,075,208, by cancelling 44,925,222 unissued registered shares with a par value of Baht 4 per share Agenda 5 To consider and approve the amendment of Clause 4. of the Memorandum of Association of the Company to be in line with the reduction of the Company's registered capital Agenda 6 To consider and approve the increase of the registered capital of the Company by Baht 15,886,469,512, from the existing registered capital of Baht 47,766,075,208 to Baht 63,652,544,720, by issuing 3,971,617,378 new ordinary shares with a par value of Baht 4 per share Agenda 7 To consider and approve the amendment of Clause 4. of the Memorandum of Association of the Company to be in line with the increase of the Company's registered capital Agenda 8 To consider and approve the allocation of up to 3,971,617,378 newly issued ordinary shares with a par value of Baht 4 per share to accommodate the exercise of the warrants to purchase the newly issued ordinary shares of BTS Group Holdings Public Company Limited No. 3 (BTS-W3) Agenda 9 To consider and approve the amendment of the Company's objectives Agenda 10 To consider other business (if any) Since the matters listed in Agenda 3 to Agenda 8 to be proposed to the Extraordinary General Meeting of Shareholders No. 1/2013 relate to the issuance and allocation of the Warrants to Purchase the Newly Issued Ordinary Shares of BTS Group Holdings Public Company Limited No. 3 (BTS-W3) and are related to one another, the approval on each of such matters are conditional upon one another. Therefore, if any of such matters is disapproved by the Extraordinary General Meeting of Shareholders No. 1/2013, the other matters having been formerly approved shall be cancelled and no other related matters shall be further considered. In such event, it shall be deemed that the issuance and allocation of the Warrants to Purchase the Newly Issued Ordinary Shares of BTS Group Holdings Public Company Limited No. 3 (BTS-W3) is disapproved by the Extraordinary General Meeting of Shareholders No. 1/2013. The Company determined the date for determining the names of shareholders who shall be entitled to attend the Extraordinary General Meeting of Shareholders No. 1/2013 on September 10, 2013 and the date for gathering the names of shareholders under Section 225 of the Securities and Exchange Act B.E. 2535 (as amended) by closing the share register book and suspending the share transfer on September 11, 2013. ______________________________________________________________________ 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. 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