- Translation - | |
No. JKNGB-009-06/2022 | |
June 9, 2022 | |
Subject | Issuance and Offering of the Convertible Debentures No.5/2022 |
To | The President |
The Stock Exchange of Thailand | |
Enclosure | Summary of Important Terms and Conditions of the Convertible Debentures of JKN Global Group Public |
Company Limited (formerly known as "JKN Global Media Public Company Limited") |
The Extraordinary General Meeting of the shareholders No.2/2022 of JKN Global Group Public Company Limited (the "Company") held on March 14, 2022 has resolved to approve the issuance and offering of the newly issued convertible debentures of the Company of not exceeding THB 1,500 million by way of private placement to specific investors, namely Advance Opportunities Fund ("AO Fund") and Advance Opportunities Fund 1 ("AO Fund 1"), which are not related persons of the Company, the details are attached in the Enclosure.
The Company would like to inform that the Company has offered and issued the convertible debentures pursuant to the agreement in respect of "Convertible debentures granting the right to convert into ordinary shares of JKN Global Group Public Company Limited No. 5/2022, due in 2025, unsubordinated and unsecured" in the amount of THB 20 million to AO Fund on June 9, 2022 and the maturity date of the said convertible debentures will be on April 21, 2025 unless the conversion rights have been exercised before the maturity date. In addition, the Company has the remaining amount for the issuance and offering of convertible debentures of THB 1,280 million.
Please be informed accordingly.
Yours sincerely,
(Mr. Jakkaphong Jakrajutatip)
Chief Executive Officer and Managing Director
Authorized Disclosing Person
Enclosure | ||
Summary of Important Terms and Conditions of the Convertible Debentures of | ||
JKN Global Group Public Company Limited | ||
Heading | Details | |
Convertible Debentures | JKN Global Media Public Company Limited (formerly known as "JKN Global Media | |
Issuer | Public Company Limited") ("Company") | |
Type of Convertible | Convertible Debentures with the conversion right to convert into the Company's | |
Debentures | ordinary shares, senior and unsecured ( Senior Unsecured Convertible Debentures) | |
("Convertible Debentures"). | ||
Currency | Baht | |
Total amount of principal of | Not exceeding 1,500,000,000 Baht divided into 3 tranches, as follows: | |
the Convertible Debentures | (1) | Convertible Debentures Tranche 1 has the value of not more than 500 million Baht |
divided into 25 sets, 20.0 million Baht per set. | ||
(2) | Convertible Debentures Tranche 2 has the value of not more than 500 million Baht | |
divided into 25 sets, 20.0 million Baht per set. | ||
(3) Convertible Debentures Tranche 3 has the value of not more than 500 million Baht | ||
divided into 20 sets, 25.0 million Baht per set. | ||
Conditions of the Issuance of | The Company will gradually issue the Convertible Debentures by tranche, each | |
Convertible Debentures | tranche, respectively. In each issuance of the tranche of Convertible Debentures, the | |
Company will gradually issue each set in each tranche according to the Company's | ||
financial needs. The issuance of convertible debentures is subject to the completion of | ||
the conditions precedent which are: Permission from the Securities and Exchange | ||
Commission and other relevant agencies, including the terms and conditions of the | ||
Convertible Debentures. | ||
However, the timeframe of the conversion is within 1 year after shareholder's meeting | ||
approved the issuance. If the Company did not issue all the Convertible Debentures within | ||
1 year, the Company may request a resolution of the shareholders' meeting to issue the | ||
unissued convertible debentures according to the Company's financial needs. | ||
Interest Rate | 0.50 percent per annum, provided that the interest will be paid on a quarterly basis | |
from the date the Convertible Debentures was issued. | ||
Maturity Period | 3 years after the issuance of each Tranche | |
Payback Condition | Repay in lump sum after each due date of the specific Tranche according to the terms | |
and conditions of the Convertible Debenture. In such, for each Tranche the maturity | ||
period is 3 years after the issuance. | ||
Redeem Rights before Due | The Convertible Debentures holders may or may not have rights to redeem the | |
Date | Convertible Debentures before due date and/or the Convertible Debentures issuer may |
Enclosure
Heading | Details |
or may not have rights to redeem the Convertible Debentures before due date too. The | |
redemption has to be followed by the terms and conditions of certain convertible | |
debentures aligned with rules, regulations, laws and/or permissions from related | |
authorized Governmental Bodies. | |
Conversion Ratio | Principle amount of the Convertible Debentures divided by the conversion price. |
Conversion price | Not lower than 90% of the market price, therefore it is not considered an offer for sale |
(origin and appropriateness | of newly issued shares at a price lower than the market price as prescribed in the |
of pricing or conversion | Notification of the Capital Market Supervisory Board No. TorJor. 72/2558 Re: Approval |
rates) | of the issuance of newly issued shares to private placement ("Notification No. TorJor. |
72/2558"). | |
"Market Price" is calculated from the weighted average price of the Company's shares | |
traded in the Stock Exchange of Thailand for at least 7 consecutive business days, but | |
not more than 15 consecutive business days prior to the date the convertible bond | |
holder exercises the right to convert the bonds. The weighted average price is | |
calculated from the traded volume weighted closing price for each consecutive | |
business days ("Floating Conversion Price") in accordance with Notification No. TorJor. | |
17/2561 and Announcement No. SorJor. 39/2551. However, if the above-calculated | |
conversion price is lower than the current par value of the Company's shares, the | |
Company shall issue additional compensation shares in a manner that complies with | |
the calculation of all shares to be issued at par value, which are subjected to the | |
conversion price. | |
Market price will be calculated by specifying 2 decimal places. If the 3rd decimal place | |
is 5 or more, it will be rounded up. | |
The conversion price of the convertible debentures will be calculated by specifying 3 | |
decimal places. If the 4th decimal place is 5 or more, it will be rounded up. | |
Remarks: | |
o If the ordinary shares resulted from the exercise of conversion rights of the | |
Convertible Debentures has a conversion price of less than 90% of the market | |
price at the date of conversion (the market price is calculated based on the | |
weighted average price of the Company's shares traded on the Stock Exchange | |
of Thailand for not less than 7 consecutive business days, but not more than 15 | |
consecutive business days prior to the date that the convertible bond holders | |
exercise their conversion rights. The weighted average price is calculated from the | |
closing price weighted by the trading volume of each consecutive business days). | |
The Company has the duty to prohibit AO Fund and AO Fund 1 ("Investors") from | |
exercising such conversion rights within 1 year from the date the investors receive |
Enclosure
Heading | Details |
such convertible securities (Silent Period). After the date the investor receives the | |
convertible securities for a period of 6 months, the investors will be able to | |
gradually sell the prohibited shares in the amount of 25% of the total number of | |
shares prohibited in accordance with the rules prescribed in the Notification of the | |
Stock Exchange of Thailand Re: Rules, Conditions and Procedures for | |
Consideration of the Request for Ordinary Shares or Preferred Shares as for the | |
capital increase as listed securities B.E. 2558 dated May 11, 2015 (as amended). | |
o In the case that the accommodating shares are insufficient, the Company will follow | |
the guideline in the topic "The event that the Company has to issue new shares to | |
accommodate the change in the exercise of conversion rights". | |
Conversion Period | The Convertible Debentures holders may exercise their conversion rights of the |
Convertible Debentures every day until the close of business hours 1 week prior to the | |
Convertible Debenture maturity date. | |
Number of ordinary shares | The number of shares accommodated for this offering of convertible debentures is |
accommodated for | 122,700,000 shares and the number of shares accommodated for other convertible |
conversion | debentures is 177,962,331 shares. The total number of sharesaccommodated for all |
convertible debentures is 300,662,331 shares, equivalent to 49.49% of the total number | |
of the Company's shares issued and sold as of the date of the Board of Directors | |
Meeting on 31 January 2022. | |
Secondary market for | The Company shall arrange to list the ordinary shares issued as a result of the |
ordinary shares as a result | conversion on the Stock Exchange of Thailand or any exchange that the Company's |
of the conversion | securities are listed on. |
Restrictions on transfer of | As this issuance and offering of the Convertible Debentures is considered as an |
the Convertible Debentures | offering to no more than 10 specific investors within 4-month period as specified in the |
Notification of the Capital Market Supervisory Board No. TorJor. 17/2561 Re: | |
Application for and Approval of the Offering for Sale of Newly Issued Debt Instruments | |
("Notification No. TorJor. 17/2561"). Therefore, the transfer of the Convertible | |
Debentures to any person at any time throughout its tenure shall not cause the number | |
of the holders to exceed 10 specific investors within 4 month period, provided that the | |
number of the holders shall be calculated from actual investors holding the Convertible | |
Debentures on private placement basis (whether such investors hold the newly issued | |
convertible debentures or receive the convertible debenture from the transfer by any | |
existing Convertible Debentures holders), except by way of inheritance. | |
Allocation Method | Allocated by private placement, once or several times, to Advance Opportunities Fund |
(AO Fund) and Advance Opportunities Fund 1 (AO Fund 1), which is an institutional | |
investor pursuant to Clause 4 ( 1 0 ) of the Notification of the Securities and Exchange |
Enclosure
Heading | Details |
Commission KorJor. 4/2560 Re: Determination of the Definitions of Institutional Investor, | |
Ultra-high Net Worth Investor and High Net Worth Investor. This offering of the | |
Convertible Debentures is in accordance with Clauses 4 3 and 5 6 of the Notification | |
No. TorJor. 17/2561. | |
The event that the | The Company may register the increase in capital to accommodate the conversion by |
Company has to issue new | the resolution of shareholders' meeting or compensate in cash to the Convertible |
shares to accommodate the | Debentures holder in regards with the terms and conditions of the Convertible |
change in the exercise of | Debentures. |
conversion rights | |
Impact on Shareholders | In consideration of the impacts on the Company's shareholders, it will be taken into |
consideration the impact of the Convertible Debentures in case the Company issued | |
and offered Convertible Debentures to investors. In this regard, two aspects of the | |
impacts on the shareholders of the Company will be taken into consideration, which | |
are, impact to the market price of shares (Price Dilution) and impact to the voting rights | |
of existing shareholders (Control Dilution), with details as follows: | |
In the case that not allof the existing convertible debentures are converted | |
(1) Price Dilution can be calculated from the following formula: | |
Price Dilution = (Po - PE) / Po | |
Whereas, | |
Po = Existing share price which is equivalent to 8.0718 Baht per share, calculated | |
based on the weighted average price of the Company's shares trading on the | |
Stock Exchange of Thailand for 15 consecutive business days prior to the date the | |
Board of Directors' Meeting resolved to propose to the Extraordinary General | |
Meeting of Shareholders No. 2/2022 to consider and approve the issuance of the | |
newly issued ordinary shares to accommodate for the exercise of the Convertible | |
Debentures' conversion rights by private placement during the period from | |
December 30, 2021 to January 21, 2022. | |
Pe = Conversion Price of Convertible Debentures, 90% of the market price | |
assumed to be equal to Po which is equivalent to 7.2646 Baht per share | |
PE = Share price after the issuance of Convertible Debentures, | |
Whereas, | |
PE = ((Po x Qo) + (Pe x Qe)) / (Qo + Qe) | |
Qo = Number of existing shares which is equivalent to 607,498,256 shares | |
Qe = Number of shares arising from the exercise of conversion right of the | |
Convertible Debentures, number of ordinary shares reserved for conversion of | |
122,700,000 shares |
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JKN Global Media 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 11:11:06 UTC.