-Summary of information-

Terms and Conditions Governing the Rights and Obligations of the Issuer and Holders of

Warrants to Purchase the Newly Ordinary Shares of

E for L Aim Public Company Limited Series 5 (EFORL- W5)

No. of warrants

151,229,857 units

No. of shares reserved for an

151,229,857 shares

exercise of warrants

Warrants allotment

Reference is made to the 2022 Annual General Meeting of Shareholder

of E for L Aim Public Company Limited ("the Company") held on

Friday, 8 April 2022 passed the resolution to offering warrants to

existing shareholders proportionate to their respective shareholdings

(Rights Offering) at the ratio of 5 existing ordinary shares to 1 warrant

with the price at Baht 0.40

The Company determined the record date on 27 April 2022.

Warrant holders (Major holders)

31 May 2022

Name

No. of warrant

%

1. Thai NVDR Company Limited

8,288,204

5.48

Thai NVDR Company Limited

8,288,204

5.48

2. Vorarittinapa Group

6,180,000

4.09

Mr. Kaisorn Vorarittinapa

2,500,000

1.65

Mr. Tusphum Vorarittinapa

3,680,000

2.43

3. Boontongrungtavee Group

5,690,000

3.76

Ms. Bunyaporn Boontongrungtavee

320,000

0.21

Ms. Boonyada Boontongrungtavee

12,000

0.01

Mr. Somwang Boontongrungtavee

5,358,000

2.31

4. Saelee Group

3,495,500

2.31

Mr. Kemsoo Saelee

600

0.00

Ms. Uraiwan Saelee

3,494,900

2.31

5. Sinchai Group

2,260,002

1.49

Mr. Kritchayapol Sinchai

80,002

0.05

Mr. Teerapon Sinchai

1,180,000

0.78

Mr. Piyanut Sinchai

1,000,000

0.66

6. Lakkanapipat Group

2,100,000

1.39

Mrs. Karnchana Lakkanapipat

2,100,000

1.39

7. Pachonwitkamon Group

2,000,000

1.32

1

Ms. Tawanrat Pachonwitkamon

2,000,000

1.32

8. Tantratorn Group

1,500,000

0.99

Mr. Sompong Tantratorn

1,500,000

0.99

9. Kanchanaguntika Group

1,493,700

0.99

Mr. Kittichai Kanchanaguntika

284,000

0.19

Mr. Kittisak Kanchanaguntika

746,600

0.49

Ms. Jutaporn Kanchanaguntika

444,000

0.29

Ms. Jutamas Jutaporn Kanchanaguntika

19,100

0.01

10. Teerachinkul Group

1,460,000

0.97

Mr. Kritpon Teerachinkul

1,460,000

0.97

11. Others

116,762,451

77.21

Total

151,229,857

100.00

Exercise condition

1. Exercise period

The warrant holders may exercise warrants on 30 June 2022 ("First

Exercise Date"), the next exercise dates are 30 September 2022 and 30

December 2022 and the last exercise date or one year term is on 31

May 2023 ("Last Exercise Date").

If the exercise date of the warrant does not fall on a business day, then,

the exercise of warrant shall be made on the last business day

preceding the maturity date and no call to exercise before due date.

2. Exercise Procedures in each time

Warrant Holders who intends to exercise the Warrants must declare their

intention to exercise Warrants within the Period of Declaration of Intention to

Exercise Warrants as specified in Clause 3 Warrants holders shall be able to

partially exercise or exercise all of their Warrants.

3. Period of Declaration of Intention to Exercise Warrants

3.1 Period of Declaration of Intention to Exercise Warrants for the last exercise date (Excluding the last exercise)

Warrant Holders who intends to exercise the right to purchase ordinary shares of the company shall declare

their intention to the company according to exercise procedures as specified in ("Intention to Exercise Warrants") between 9.00 am. - 3.00 pm. Within 5 Business Days period prior to each exercise date

2

(hereinafter called "Period of Declaration of Intention to Exercise Warrants").

3.2 Period of Declaration of Intention to Exercise Warrants for the last exercise date

Warrant Holders shall declare their intention to the company according to exercise procedures as specified

in clause 3.6between 9.00 am. - 3.00 pm. within 15 days period prior to each exercise date (hereinafter called "Period of Declaration of Intention to Exercise Warrants for the last exercise date").

In this regard, the Company shall inform the details of the exercise, the Exercise Ratio, the Exercise Price, the Notification Period, and the Exercise Date at least 5 Business Days prior to each Notification Period through the SETLink System. For the Last Notification Period, the Company shall inform at least 14 days prior to the book closing date through the SETLink System and shall dispatch that information to the

Warrants Holders, whose name appear on the Warrants Holders' registration book, by registered mail.

In this respect, the Company will not close the Warrant Holders Register Book to suspend the transfer of the Warrants, except in the case of the last exercise of the Warrants in which the Warrant Holders Register Book will be closed to suspend the transfer of the Warrants for a period of 21 days prior to the last Exercise Date. The SET will post the SP sign in order to suspend the trading of the Warrants for a period of 2 Business Days prior to the book closure date. In the case that the book closure date falls on the date on which the SET is closed for business, such the book closure date shall be rescheduled to the preceding Business Day.

Conditions for Adjustment of The adjustment of Exercise Price and Exercise Ratio has objectives is to

Exercise Price and Exercise adjust benefits of the Warrant Holders whereby the Exercise Price will

Ratiobe adjusted upon the occurrence of specified events and the Exercise Ratio will be adjusted to be aligned with the adjustment of the Exercise Price on the fundamental basis of preserving the warrant value not to decrease throughout the tenor of the Warrants. The adjustment of the Exercise Price and the Exercise Ratio shall be made throughout the tenor of the Warrants upon the occurrence of the following events:

3

  1. The company changes the par value of its ordinary shares as a result of consolidation or split of its issued ordinary shares.
  2. The company offers to sell its ordinary shares to the existing shareholders, any person with the average price per Newly ordinary shares lower than 90% of the "market price of the company's ordinary shares".
  3. The company offers to sell any newly securities to the existing shareholders, any person and/or the public where such new securities, such as convertible debentures or warrants, which gives rights to
    the holders to convert or purchase ordinary shares of the company at the average price per Newly ordinary shares reserved for the exercise of such securities is lower than 90% of the "market price of
    the company's ordinary shares".
  4. The company pays dividends, in whole or in part, in form of ordinary shares to shareholders of the company.
  5. The company pays dividends in excess of 80% of its net profit after tax in any accounting period during the tenor of the Warrants.
  6. Any events not mentioned in (a) through (e) that cause the rights or benefits of the Warrant Holders to decrease.
    The calculation of the adjustment to the Exercise Price and the Exercise Ratio shall be calculated in accordance with the following formula:
    1. The company changes the par value of its ordinary shares as a result of consolidation or split of its issued ordinary shares. The change of the Exercise Price and the Exercise Ratio shall have an immediate effect as ELCID in the SET.

(1) Calculation of Adjusted Exercise Price:

Price 1 =

Price 0 x (Par 1)

Par 0

  1. Calculation of Adjusted Exercise Ratio:

Ratio 1

=

Ratio 0 x (Par 0)

Par 1

4

Where

Price 1

is

New Exercise Price after adjustment

Price 0

is

Exercise Price prior to adjustment

Ratio 1

is

New Exercise Ratio after adjustment

Ratio 0

is

Exercise Ratio prior to adjustment

Par 1is

Par value after adjustment

Par 0is

Par value prior to adjustment

  1. The company offers to sell its ordinary shares to the existing shareholders, any person and/or the public with the average price per Newly ordinary shares lower than 90% of the "market price of the company's ordinary shares".
    The adjustment of the Exercise Price and the Exercise Ratio shall have an immediate effect from the first day that the subscribers of the ordinary shares does not have the right to subscribe for the Newly ordinary shares (the first day that SET posts an "XR" signage) for shares offered to existing shareholders (Rights Issue) and/or the first day that the Newly ordinary shares are offered to any person and/or the public, as the case may be.
    "Average Price per Share of the Newly Ordinary Share"is calculated from all payments the company receives from the share offering after expense deduction (if any) divided by the total number of Newly ordinary shares.
    If there is more than one offering prices for the Newly shares and the offering must be jointly subscribed, the price and total number of the Newly shares are to be considered when calculating the average price per share of the Newly ordinary shares. However, if the offering is not on the condition that it must be jointly subscribed, only the number of shares and the offering price which is lower than 90% of "The Market Price of the Ordinary Share" will be used in the calculations.
    The "Market Price of the company's Ordinary Shares" is equal to the weighted average market price of the company's ordinary shares which is defined as total volume of the company's issued ordinary shares of the company traded in SET divided by the total number of the company's ordinary shares traded in SET during 14 consecutive

5

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

E for L Aim pcl published this content on 09 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 June 2022 00:01:03 UTC.