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    CPALL   TH0737010Y08

CP ALL

(CPALL)
  Report
End-of-day quote Stock Exchange of Thailand  -  2022-08-10
60.00 THB   -2.04%
08/11SET ADDS NEW LISTED SECURITIES : CPALL42C2212G to be traded on August 15, 2022
PU
08/11CP ALL PUBLIC : Resolution of the Exercise of 34 Derivative warrants issued by FSS
PU
08/11CP ALL PUBLIC : Resolution of the Exercise of 75 Derivative warrants issued by YUANTA
PU
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SET adds new listed securities : CPALL28C2301A to be traded on June 29, 2022

06/28/2022 | 06:31am EDT

-Information Memorandum-

Descriptions, Terms and Conditions of Warrants

Offering Method

Direct Listing

Guarantor

MACQUARIE FINANCIAL HOLDINGS PTY LIMITED

Credit Rating of Guarantor

A- by Fitch Ratings

Registrar and Warrant Agent

Thailand Securities Depository Company Limited

Exercise of Derivative Warrants

Automatically exercise at Maturity Date

Exercise Expenses

- None -

Exercise Conditions

  1. In all cases, the exercise of the DWs shall be an automatic exercise.
  2. Cash Settlement Amount means cash settlement amount per one unit of DW, calculated as specified in the Terms and Conditions of DWs.
    Net Cash Settlement Amount = Cash settlement amount of the exercised DWs - Exercise Expenses
  3. If the Net Cash Settlement Amount is more than zero on the Automatic Exercise Date, it shall be deemed that the DWs are automatically exercised without the necessity to give notice thereof to the Derivative Warrant Holders ("DW Holders"). The DW Issuer shall pay the Net Cash Settlement Amount (if any) to the DW Holders.
  4. If the Net Cash Settlement Amount is less than zero on the Automatic Exercise Date, the DW Holders may refuse to exercise their DWs by giving notice thereof to their respective Securities Brokers in accordance with the procedures prescribed by each respective Securities Broker;
  5. The DW Issuer may request the Exchange to suspend the trading of the DWs during three (3) Thailand Business Days prior to Maturity Date (including Maturity Date) to finalize the DW Holders' account.

Delivery and Settlement Procedures

  1. Where there is no Settlement Disruption Event (as defined by Clause 1.1(b) in Part 3.1 of the Terms and Conditions), the DW Issuer shall pay the Net Cash Settlement Amount into the DW Holders' bank accounts, or by issuing a crossed check payable to the DW Holders whose names are listed in the Registrar's book on the Automatic Exercise Date and send to them by registered mail, within five (5) Thailand Business Days from the Automatic Exercise Date;
  2. Where there is a Settlement Disruption Event,

    1. 2.1 For Underlying Shares / Underlying Index which is registered in Thailand
    2. In case the Event occurs on or before the Last Trading Date and ends within thirty (30) days from the Last Trading Date, the Reference Price or Reference Index Settlement Price (as the case may be) shall be the Closing Price of the Underlying Shares or Underlying Index (as the case may be) on the first Business Day after the end of such event;
    3. In case the event occurs on or before the Last Trading Date and does not end within thirty (30) days from the Last Trading Date,
      • the DW Issuer shall announce the Fair Value (as defined below) of the Underlying Shares or Underlying Index (as the case may be) to the DW Holders within twenty
        (20) days following the end of thirty (30) days' period after the Last Trading Date;
      • "Fair Value" means a fair value determined by an independent financial advisor in an approved list of the Securities and Exchange Commission ("SEC"), no more than fifty (50) days before the date on which it is announced by the DW Issuer. Such Fair Value shall be deemed to be the Reference Price or Reference Index Settlement Price (as the case may be).

The DW Issuer shall pay the Net Cash Settlement Amount (if any) to the DW Holders by way of a direct transfer into the DW Holders' bank accounts, or by issuing a crossed check payable to the DW Holders whose names are listed in the Register of DW Holders on the Automatic Exercise Date and which is sent to them by registered mail, within nine (9) Business Days from the date on which the Fair Value is announced or the Reference Price or Reference Index Settlement Price is available, as the case may be.

    1. 2.2 For Underlying Index which registered in foreign country

    2. In case the event occurs on or before the Last Trading Date and ends within thirty (30) days from the Last Trading Date, the Reference Index Settlement Price shall be The Final Settlement Price announced by the Reference Index Settlement Price Exchange. If it is not available, the Reference Index Settlement Price shall be the closing price of the Underlying Index on the first Reference Index Settlement Price Exchange Business Day after the end of such event;
    3. In case the event occurs on or before the Last Trading Date and does not end within thirty
  1. days from the Last Trading Date,
    • the DW Issuer shall announce the Fair Value (as defined below) of the Underlying
      Index to the DW Holders within twenty (20) days following the end of thirty (30) days' period after the Last Trading Date;
    • "Fair Value" means a fair value determined by an independent financial advisor in an approved list of the Office of the SEC, no more than fifty (50) days before the date on which it is announced by the DW Issuer. Such Fair Value shall be deemed to be the Reference Index Settlement Price.

The DW Issuer shall pay the Net Cash Settlement Amount (if any) to the DW Holders by way of a transfer to the DW Holders' bank accounts, or a crossed check payable to the DW Holders whose names are listed in the register of DW Holders on the Automatic Exercise Date and sent to them by registered mail, within nine (9) Thailand Business Days from the date on which the Fair Value is announced or the Reference Index Settlement Price is available, as the case may be.

    1. 2.3 For stock issued by foreign company as an underlying

    2. In case the event occurs on or before the Last Trading Date and ends within thirty
  1. days from the Last Trading Date, the Reference Price shall be the closing price of the Underlying Shares on the first day (it must be Thailand Business Day and Relevant Exchange Business Day) after the end of such event;
    1. In case the event occurs on or before the Last Trading Date and does not end within thirty
  1. days from the Last Trading Date,
    • the DW Issuer shall announce the Fair Value (as defined below) of the Underlying Shares to the DW Holders within twenty (20) days following the end of thirty (30) days' period after the Last Trading Date;
    • "Fair Value" means a fair value determined by an independent financial advisor, licensed or otherwise is in the approved list of the relevant authority to conduct financial advisory services in the market of the Relevant Exchange with license issued by the relevant authority in the market of the Relevant Exchange, no more than fifty
      1. days before the date on which it is announced by the DW Issuer. Such Fair Value shall be deemed to be the Reference Price.

The DW Issuer shall pay the Net Cash Settlement Amount (if any) to the DW Holders by way

of a transfer to the DW Holders' bank accounts, or a crossed check payable to the DW Holders whose names

are listed in the register of DW Holders on the Automatic Exercise Date and sent to them by registered mail, within nine (9) Thailand Business Days from the date on which the Fair Value is announced or the Reference Price is available, as the case may be.

Adjustment of Conversion Ratio and Exercise Price

The DW Issuer shall adjust the Exercise Ratio and/or the Exercise Price (the "Adjustment") when any of the following events as specified below occur:

For Underlying Shares which is registered in Thailand

(a) Allotment of Newly Issued Shares by the issuer of the Underlying Shares ("Underlying Company") to its Existing Shareholders

When the Underlying Company offers the subscription of its newly issued ordinary shares to its existing shareholders according to their respective shareholding ratio (rights issue) and the net price per share of the newly issued ordinary Shares is less than one hundred percent (100%) of the Closing Price of the Underlying shares on the last Business Day preceding the date on which the Exchange posts the XR sign, the Adjustment shall be in effect immediately from the first day on which the purchasers of ordinary shares of the Underlying Company are not granted the right to subscribe for the newly issued shares (the first day on which the Exchange posts the XR sign).

(b) Distribution of Share Dividend

When the Underlying Company pays all or part of dividends in the form of ordinary shares to its shareholders, the Adjustment of the Exercise Price and the Exercise Ratio shall be in immediate effect from the first day on which the purchasers of the Underlying Company's ordinary shares are not entitled to receive such dividend payment (the first day on which the Exchange posts the XD sign).

(c) Payment of Cash Dividend

When the Underlying Company pays cash dividends to its shareholders, the Adjustment of the Exercise Price and the Exercise Ratio shall take immediate effect from the first day on which the purchasers of the Underlying Company's ordinary shares are not entitled to receive such dividend payments (the first day on which the Exchange posts the XD sign).

(d) Split or Combination of Shares

If the Underlying Company changes the par value of its share that subsequently results in a higher number of the shares (the "Share Split") or combines its shares that results in a lesser number of the shares (the "Share Combination"), then the Adjustment of the Exercise Price and the Exercise Ratio shall be in effect immediately from the date on which the Share Split or the Share Combination takes effect on the Exchange.

(e) Merger or Acquisition

If it is announced that the Underlying Company will or may (1) enter into a merger or acquisition (including becoming, by agreement or otherwise, subject to the control of its business by another person or company) except where the Underlying Company is the surviving company in such a merger or acquisition or (2) sell or transfer all or a substantial part of its assets, the DW Issuer shall adjust the Maturity Date of the DWs to be the Last Trading Date of the Underlying Shares, and shall promptly notify the DW Holders of such change and disclose the information in accordance with the rules of the Exchange.

The DW Holders shall remain entitled to exercise their DWs as prescribed in the Terms and Conditions, and the DW Issuer is obliged to comply with the Terms and Conditions and to take any actions to protect the interests of the DW Holders.

(f) The calculation for the Adjustment of the Exercise Price and the Exercise Ratio under Clause (a) to (e) shall be independent of one another. If various events simultaneously occur from Issuance Date to the Last Trading Date, then the calculation for the Adjustment shall be made in order of the sequence of these events as announced by the Underlying Company.

In the Adjustment Calculation, the new Exercise Price shall be in three-decimal places and the new Conversion Ratio shall be in five-decimal places. Other decimal places shall be disregarded.

(g) If there is an event which causes the DW Holders to lose the rights and benefits that they are entitled to, and such event is not included under Clause (a) to (e), the DW Issuer shall determine the Adjustment of the Exercise Price and/or Conversion Ratio in a fair manner without prejudice to the rights of the DW Holders. Such determination will be final. The DW Issuer shall also disclose information relating to the Adjustment in accordance with the rules of the Exchange and the relevant authorities.

(h) Except as specified in Clause (a) to (e) or in any other events the DW Issuer deems appropriate, no Adjustment shall be made in any other cases.

For stock issued by foreign company as an underlying

  1. Allotment of Newly Issued Shares by the Underlying Company to its Existing Shareholders
    When the Underlying Company offers for subscription its newly issued ordinary shares to its existing shareholders according to their respective shareholding ratio (rights issue) and the net price per share of the newly issued ordinary shares is less than one hundred percent (100%) of the closing price of the Underlying Shares on the last Relevant Exchange Business Day preceding the ex-entitlement date, the Adjustment shall be in effect immediately from the first day on which the purchasers of ordinary shares of the Underlying Company are not granted the right to subscribe for the newly issued shares (the ex-entitlement date).
  2. Distribution of Share Dividend
    When the Underlying Company pays all or part of dividends in the form of ordinary shares to its shareholders, the Adjustment of the Exercise Price and the Exercise Ratio shall be in effect immediately from the first day on which the purchasers of the Underlying Company's ordinary shares are not entitled to receive such dividend payment (the ex-entitlement date).
  3. Payment of Cash Dividend
    When the Underlying Company pays cash dividends to its shareholders, the Adjustment of the Exercise Price and the Exercise Ratio shall be in effect immediately from the first day on which the purchasers of the Underlying Company's ordinary shares are not entitled to receive such dividend payment (the ex-entitlement date).
  4. Split or Combination of Shares
    If the Underlying Company changes the par value of its shares thereby resulting in a higher number of the shares (the "Share Split") or combines its shares thereby resulting in a lesser number of the shares (the "Share Combination"), the Adjustment of the Exercise Price and the Exercise Ratio shall be in effect immediately from the date on which the Share Split or the Share Combination takes effect on the Relevant Exchange.
  5. Merger or Acquisition
    If it is announced that the Underlying Company will or may (1) enter into a merger or acquisition (including becoming, by agreement or otherwise, subject to the control of business by any other person or company) except where the Underlying Company is the surviving company in such merger or acquisition or (2) sell or transfer all or the substantial part of its assets, the DW Issuer shall adjust the Maturity Date of the DWs to be the Last Trading Date of the Underlying Shares, and shall promptly notify the DW Holders of such change and disclose the information in accordance with the rules of the SET.
    The DW Holders shall remain entitled to exercise their DWS as prescribed in the Terms and Conditions, and the DW Issuer is obliged to comply with the Terms and Conditions and to take any actions to protect the interests of the DW Holders.
  1. The calculation for the Adjustment of the Exercise Price and the Exercise Ratio under Clause
    1. to (e) shall be independent of one another. If various events simultaneously occur from DW Issue Date until Last Trading Date, the calculation for the Adjustment shall be made in order of the sequence of these events as announced by the Underlying Company.

In the Adjustment calculation, the new Exercise Price shall be a three-decimal places and the new Exercise Ratio shall be a five-decimal places. Other decimal places shall be disregarded.

  1. If there is any event which causes the DW Holders to lose the rights and benefits that they are entitled to, and such event is not included under Clause (a) to (e), the DW Issuer shall make consideration in order to determine the Adjustment of the Exercise Price and/or Exercise Ratio in a fair manner without prejudice to the rights of the DW Holders. The result of such consideration shall be final. The DW Issuer shall also disclose information relating to the Adjustment in accordance with the rules of the SET and the relevant authorities.
  2. Except as specified in Clause (a) to (e) in any other events as the DW Issuer deems appropriate, no Adjustment shall be made in any other cases.

Adjustment of Index Multiplier and Exercise Price (For Underlying Index which is registered in Thailand or foreign country)

The DW Issuer shall not adjust the Index Multiplier and the Exercise Price of Index DW, except that there are the reasonable event occurs that causes material impact to the DW holder. The DW issuer will consider using a reasonable and fair method to adjust the Index Multiplier and/or Exercise Price. Such immediate adjustment will not cause any inferiority but to reduce the impact and damage from such events. This adjustment is to include the adjustment date of Index Multiplier and/or Exercise Price and effective date.

The DW issuer will notify the DW holder according to the rule and method of SET and other relevant regulators.

Events of Default and Consequences of Default

1. In case of Underlying Shares or Underlying Index registered in Thailand, the occurrence of any of the following events shall constitute an event of default (the "Event of Default"):

(a) the DW Issuer fails to make payment, or to deliver or accept delivery of the Underlying Shares, as prescribed in Part 3 of the Terms and Conditions and such Event of Default continues for a period of seven (7) consecutive Business Days, unless the default is due to delay or failure of the funds transfer system or the system for delivering and/or accepting delivery of the Underlying Shares;

(b) the DW Issuer fails to comply with the Terms and Conditions, which materially and adversely affects the rights of the DW Holders, and such failure continues for a period of fifteen (15) consecutive days from the date the DW Holders send written notification to the DW Issuer asking that it properly performs in accordance with the Terms and Conditions;

(c) all or substantial part of the DW Issuer's assets are seized or attached by its creditor for a period of seven (7) consecutive Business Days;

(d) the DW Issuer is in default of payment of its debts in the aggregate amount of not less than

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CP All pcl published this content on 28 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 June 2022 10:30:08 UTC.


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