-Information Memorandum-

Description, Term and Condition of Derivative Warrants

Offering Method

Direct Listing

Credit Rating

"A-" by TRIS Rating Co., Ltd.

Registrar and Warrants Agent

Thailand Securities Depository Co., Ltd.

Exercise of Warrants

Automatic Exercise

Exercise Expenses charged by Issuer

None

Exercising Conditions

  1. Cash Settlement Amount means the amount of the money per 1 derivative warrant. Cash Settlement Amount is calculated from the different between Settlement Price and Exercise Price multiplied by Exercise Ratio (In case of underlying securities) or Multiplier (In case of underlying index) which is effective at that time.
    In case of Derivative Call Warrants : Cash Settlement Amount = (Settlement Price - Exercise Price) multiplied by Exercise Ratio or Multiplier (as the case may be).
    In case of Derivative Put Warrants : Cash Settlement Amount = (Exercise Price - Settlement Price) multiplied by Exercise Ratio or Multiplier (as the case may be).
  2. Net Cash Settlement Amount means the Cash Settlement Amount according to numbers of derivative warrants exercised and deducted with Exercise Expense.
  3. In case that Net Cash Settlement Amount is greater than zero (0) on automatic exercised date, the Derivative warrant will automatically be exercised without notice being given to the holders. The issuer will pay to the holders the Net Cash Settlement Amount regardless whether the holders express the intention to exercise or not according to the settlement procedure defined in Terms and Conditions.
  4. The holders can decline to exercise DW by instructing their broker according to each broker's procedure.
  5. The Issuer will request SET to suspend the sale and purchase trading of DW for 3 business days before Maturity Date (including Maturity Date) in order to determine the right to exercise DW of holder. Issuer will announce the book closing date 14 days prior to the book closing date through the SET Information Disclosure System.

Delivery and Settlement Procedure

When Automatic Exercise occurs, the Issuer will proceed as follows,

  1. If there is no Market Disruption Event, the Issuer will pay Net Cash Settlement Amount in cash to the holder's bank account or send a crossed cheque to the holder whose name is appeared on Automatic Exercise Date by registered mail within 5 business days following Automatic Exercise Date.
  2. In case of Market Disruption Event,
    1. If Market Disruption Event occurs before or on Last Trading Date and ends within 30 days after Last Trading Date, Settlement Price shall be the closing price of the Underlying Securities on the first trading day after the Market Disruption Event ends.
    2. If Market Disruption Event occurs before or on Last Trading Date and ends not less than 30 days after the Last Trading Date,
      2.1) The Issuer shall announce the fair value of Underlying Securities within 20 days subsequent to the end of the 30 days period after the Last Trading Date.

2.2) Fair Value means the fair value calculated by the financial advisor who approved by the SEC, which is made not more than 50 days before the date that the Issuer announces the fair value. The fair value shall be deemed to be the Settlement Price.

The Issuer will pay Net Cash Settlement (if any) to the holder's bank account or send a crossed cheque to the holder whose name appeared on Automatic Exercise Date by registered mail within 9 business days following the day that the Issuer announces the fair value or the Settlement Price, as the case may be.

Adjustment of Exercise Ratio / Conversion Ratio and Exercise Price(In case of underlying securities)

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

  1. Issuance of new ordinary shares to existing shareholders
    The Underlying Company offers to sell its new ordinary shares to existing shareholders, in which the net price per share of the new ordinary shares is less than 100% of the closing price of the last business day prior to the day the SET posts the XR sign. The Adjustment of Exercise Price and Exercise Ratio shall be immediately effective from the day in which the shareholders are precluded to subscribe for additional shares (the first day the SET posts the XR sign).
  2. Stock dividend payment
    The Underlying Company pays out all or part of its dividend in the form of ordinary shares to its shareholders. The Adjustment of Exercise Price and Exercise Ratio shall be immediately effective from the day in which the shareholders are precluded to receive stock dividend (the first day the SET posts the XD sign).
  3. Cash dividend payment
    The Underlying Company pays out cash dividend to its shareholders. The Adjustment of Exercise Price and Exercise Ratio shall be immediately effective from the day in which the shareholders are precluded to receive cash dividend (the first day the SET posts the XD sign).
  4. Stock split or reverse stock split
    The Underlying Company changes the par value of its shares as a result of a split or consolidation of its ordinary shares. The Adjustment of Exercise Price and Exercise Ratio shall be immediately effective from the date in which the split or the consolidation becomes effective in the SET.
  5. Merger and acquisition
    If it is announced that the Underlying Company is to or may (1) merge or consolidate with or into any other corporation (including becoming, by agreement or otherwise, a subsidiary of or controlled by any preson or corporation) except where the Underlying Company is the surviving corporation in a merger or; (2) sell or transfer all or majority of its assets; the Maturity Date of the Derivative Warrants shall be brought forward to the Last Trading Day of the Underlying Securities. The Issuer shall immediately inform the details to the holders and disclose the details in accordance with the SET's Information Discloser Regulation.
    The holders shall remain their rights under the Terms and Conditions; and the Issuer shall perform any of its obligations under the Terms and Conditions and shall proceed with any conduct that protects the interest of the holders.
  1. The calculation of the Adjustment of Exercise Price and Exercise Ratio in accordance with (a) through (e) are independent of each other. In case where these events simultaneously occur, the calculation shall be conducted in the manner of series announced by the Underlying Company.
    The calculation of the Adjustment of Exercise Price will be rounded to the nearest 3 decimal points and the calculation of the Adjustment of Exercise Ratio will be rounded to the nearest 5 decimal points.
  2. In all cases other than (a) through (e) where the holders' rights and benefits are in jeopardy, the Issuer shall consider and, if necessary, make the Adjustment to Exercise Price and/or Exercise Ratio fairly without deteriorating the holders' rights or benefits. The decision of the Issuer shall be final. In this regard, the Issuer shall disclose the details of any Adjustment in accordance with the SET's Information Discloser Regulation and the relevant institutes'regulations.
  3. Except those stated in (a) through (e) or other cases where the Issuer sees as appropriate, there shall be no Adjustment in any other case.

Adjustment of Multiplier and Exercise Price(In case of underlying Index)

Issuer shall not adjust Multiplier and Exercise Price unless Issuer shall consider and, if necessary, make adjustment to Multiplier and/or Exercise Price fairly without deteriorating the holders' rights or benefits. The decision of the Issuer shall be final. In this regard, the Issuer shall disclose the details of any Adjustment in accordance with the SET's Information Discloser Regulation and the relevant institutes'regulations.

Event and Consequences of Default

The following events shall be considered as an Event of Default

  1. The Issuer fails to settle the cash or Underlying Securities as stated under the Terms and Conditions and the failure persists over a period of 7 consecutive business days, except in any case where the failure arises from the delay or disruption of the payment system or securities settlement system; or
  2. The Issuer fails to perform any of its obligations under the Terms and Conditions, which have significant negative impact on the holders' rights, and the failure continues over a period of 15 consecutive days after the holder has made the written notification to the Issuer, requesting it to perform its obligations under the Terms and Conditions; or
  3. All or major assets of the Issuer are subject to seizure or attachment by creditors for over a period of 7 consecutive business days; or
  4. The Issuer fails to pay a debt of not less than 100,000,000 Baht or its equivalent in another currency as
    (1) the Issuer does not pay such debt within the existing due date or within the extended due date allowed by creditors; or (2) creditors prematurely call to pay such debt according to the creditors' rights on the event of default in related contractual agreement. However, such failure must have significant negative impact on the Issuer's ability to repay the debt regarding the Derivative Warrants and the failure persists over a period of 7 consecutive business days; or
  5. The Annual General Meeting of the Issuer approves the dissolution of the company except the dissolution pursuant to a merger or consolidation where, according to the Terms and Conditions of such transaction, a continuing entity effectively assumes all of the Derivative Warrants related obligations of the Issuer; or
  1. Upon initiation of proceeding on the business rehabilitation of the Issuer or the application for the court's adjudication liquidating the Issuer under the relevant laws, or the dissolution pursuant to the legal order or resolution, or the seizure or attachment of the Issuer's assets pursuant to the court's adjudication or legal order, whereby such proceeding, adjudication, order or resolution has not been cancelled or revoked within 60 days commencing from the initiation of such proceeding or order thereof.

If any of the Event of Default shown in (a), (b), (c) or (d) occurs, the Issuer must hold a Meeting of the holders ("Meeting") in accordance with its obligations under the Terms and Conditions whereby:

  1. The Meeting may pass a resolution subjecting the Issuer to default and effectuating the exercise of right at the date of Meeting whereby the closing price of the Underlying Securities or the Underlying Index (as the case may be) on the date of Meeting is used as the Settlement Price. If the closing price of the Underlying Securities on the date of Meeting cannot be assigned, then the most recent closing price of the Underlying Securities prior to the date of Meeting shall be used as the Settlement Price. The Settlement Price will be compared to the Exercise Price for the calculation of the Cash Settlement amount for all unexercised Derivative Warrants holders; or
  2. The Meeting may approve other appropriate resolutions relating to the default.

If any of the Event of Default shown in (e) or (f) occurs, the Issuer shall immediately be considered to be in default. Hence, the Derivative Warrants shall be immediately exercised from the date of the event described in

  1. or (f). The closing price of the Underlying Securities or the Underlying Index (as the case may be) on the date of the event described in (e) or (f) shall be used as the Settlement Price. If the closing price of the Underlying Securities on the date of the event described in (e) or (f) cannot be assigned, then the most recent closing price of the Underlying Securities prior to the date of the event described in (e) or (f) shall be used as the Settlement Price. The Settlement Price will be compared to the Exercise Price for the calculation of the Cash Settlement amount for all unexercised Derivative Warrants holders.

Transfer Restriction

No Restriction

Market Maker Obligation

When the Derivative Warrants are accepted to be listed by the SET, the market maker will provide bid and offer prices, the spread between bid and offer prices which are not more than 10 ticks and at a minimum bid and offer volume which are not less than 20,000 units for not less than 80% of SET's trading hour. The market maker will not be required to provide bid and offer prices if:

  1. There is a market disruption event;
  2. The SET temporarily prohibits trading of underlying securities or temporarily discontinues the calculation of the underlying index (as the case may be) and/or suspends trading of the derivatives warrants for any other reason;
  3. The market maker does not hold enough the derivative warrants to be able to perform its obligation;
  4. The Derivative Warrants price is lower than 0.05 Baht;
  5. 14 business days or less before the maturity date;
  6. Other events that the market is reasonably considered to be abnormal;
  7. In case of the events of under the Terms and Conditions;
  8. Other cases which the market maker will disclose via the SET.

Distribution of Derivatives Warrants

The issuer will distribute the amount of Derivative Warrants for at least 20 million baht or for not less than 50 percent of listed Derivatives Warrants, excluding the amount of Derivative Warrants held by the Issuer and the Market Maker, within 3 months after the first trading date or within terms of derivative warrant (whichever day before)

Information of Issuer

Paid Up Capital

Baht 3,000,000,000

Location of Issuer

444 MBK Tower 18th Floor, Phayathai Road, Wangmai, Pathumwan, Bangkok

10330 Thailand

Tel. 0-2779-9119 Fax 0-2217-9642

Website : www.thanachartsec.com

Type of Business and Nature of Operation

The company has granted a license to operate business from the Minister of Finance, recommended by the Securities and Exchange Commission, to operate business as follow:

  1. License to operate a securities business Type A
    1. Securities Brokerage
    2. Underwriting
    3. Investment Advisory
    4. Securities borrowing and lending
    5. Investment Banking
    6. Selling Agent
    7. Registrar
    8. Derivative Warrants Issuer
    9. Wealth Advice
  2. License to operate the derivatives business Type Sor-1,
    1. Derivatives Trading
    2. Derivatives Proprietary Trading

Financial Statement of Issuer

The investors should study additional information from the latest issuer's financial statement on www.set.or.thor www.thanachartsec.com

Prepared by

Thanachart Securities Public Company Limited

Investment contains risks. Investors should study relevant information and risk carefully before making an investment.

Investors should study additional information from the Terms and Conditions of Derivative Warrants which is attached in the prospectus on www.sec.or.th

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Star Petroleum Refining pcl published this content on 19 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 August 2022 10:33:05 UTC.