BANGCHAK CORPORATION PCL Attachment 2
Details of the exercising of warrants under the Employee Stock Option Program (ESOP)
for directors, executives, and employees of the Company and its subsidiaries formed in Thailand.
1. Objectives and necessity for offer1.1 Designed to inspire and boost the morale of directors, executives, and employees, this ESOP program would also help the Company retain dedicated personnel over the years.
1.2 The ESOP offer will strengthen the recipients' sense of belonging for long years of service. Inspired personnel would devote themselves and contribute to collaborate with one another in business expansion efforts into the ASEAN Economic Community and sustainable growth for the Company and its shareholders in parallel.
1.3 On Bangchak Petroleum PCL's 30th founding anniversary, this ESOP is designed to
mainly reward the services of the Company's directors, executives, and employees.
2.1 Warrant type and grade | Warrants for newly issued common shares of Bangchak Petroleum PLC bearing the holders' names and non-convertible, except for the transfers to ESOP buyers (transferees), to legitimate heirs, to government agencies in compliance with applicable legal regulations (from now on referred to as "warrants"). |
2.2 Security offerer | Bangchak Petroleum PLC (the "Company") |
2.3 Maturity | 5 years from the date of issuance and offer |
2.4 Number of warrants issued and offered | Up to 40,000,000 units |
2.5 Sales price per unit | Baht 0 |
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2.6 Allocation | The Company directors, executives, and employees, including those of the Company subsidiaries and ESOP buyers (transferees) |
2.7 Warrant exercise rate | One common share per unit of warrant, subject to change with conditions of the entitlement adjustment |
2.8 Exercise price of warrant | This equals either a weighted-average the Company share closing prices over 15 days before the annual general meeting of shareholders (AGM) with a 5% increment based on such weighted- average closing prices (In this price calculation, two decimal points are to be used.); or Baht 36 per share, whichever is higher. Note that the exercise price is subject to change with conditions of the entitlement adjustment. |
2.9 Date of warrant issuance and offer | Within one year of the AGM when approval is given for the Company's issuance and offer of these warrants |
2.10 Number of capital-increase common shares to be allocated and reserved for warrants | 40,000,000 shares at a par price of Baht 1, or 2.91% of the number of total shares sold by the Company of 1,376,923,157 shares. |
2.11 Entitlement adjustment | Through the life of the warrants, the Company may adjust the warrant exercise prices and rates of exercise under any of the following events to preserve the interests of the warrant holders: 1. When the Company alters the par value of its common shares as a result of share merging or share split 2. When the Company offers newly issued common shares for sale to its shareholders, the public, limited specific parties, or a combination of these, at a net price of less than 90% of the market price |
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3. When the Company offers new securities for sale to its shareholders, the public, limited specific parties, or a combination of these, along with the right to convert into or to buy common shares, including convertible debentures and warrants, at a net price of less than 90% of the market price 4. When the Company pays all or part of its dividends in common shares to its shareholders 5. When the Company pays dividends amounting to more than 80% of the net profit after income tax for any accounting period during the life of the warrants 6. When any events deprive the warrant holders of their entitled rights and benefits, provided that such events do not belong to the above-mentioned items. The Board of Directors ("Board") or a Board-assigned party is authorized to define the terms and conditions, as well as other related details, for the adjustment or alteration in the exercise price and the exercise rate. | |
2.12 Period and proportion of exercise | Warrant recipients may exercise their rights as described below: (1) Warrants allocated to the directors of the Company and its subsidiaries may be exercised from the date of issuance and offer on the dates specified. (2) Warrants allocated to the executives and employees of the Company and its subsidiaries may be exercised as follows: First year: Warrant holders may exercise their right to buy up to 30% of the allocated common shares. They may exercise their right any time after one year from the date of warrant issuance and offer. |
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Second year: Warrant holders may exercise their right to buy up to 30% of the allocated common shares. They may exercise their right any time after two years from the date of warrant issuance and offer. Third year: Warrant holders may exercise their right to buy up to 40% of the allocated common shares. They may exercise their right any time after three years from the date of warrant issuance and offer. If the holders do not exercise their right or if they exercise partial right, they may exercise such right along with their next exercise(s) until the end of their eligible periods. | |
2.13 Dates for warrant exercise | These are the 10th of every months. If these dates coincide with holidays, the days preceding such holidays will apply, except for the final exercise of the right for which the holders must do so five weekdays before the warrant expiry. |
2.14 Warrant exercise notification period | From 9.00 to 16.00 hours within five weekdays before each exercise. For the final exercise, this latter period is 15 weekdays. |
2.15 Secondary market of warrants | The Company will not register these warrants as listed securities on the Stock Exchange of Thailand (SET). |
2.16 Secondary market of common shares resulting from warrant exercise | The Company will register common shares resulting from this warrant exercise as listed securities on SET. |
3.1 The list of the Company directors/executive to receive these warrants and the number of warrants for each
No. | Name | Position | Allocated | Percentage of |
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warrants (unit) | warrants to be issued and offered | |||
1 | Mr. Pichai Chunhavajira | Chairman | 300,000 | 0.75 |
2 | Prof. Dr. Chai-Anan Samudavanija | Vice chairman | 300,000 | 0.75 |
3 | Asst.Prof.Dr. Anusorn Tamajai | Director | 250,000 | 0.63 |
4 | Mr. Vikrom Koompirochana | Director | 250,000 | 0.63 |
5 | Mr. Chaiwat Kovavisarach | Director | 250,000 | 0.63 |
6 | Mr. Surin Chiravisit | Director | 200,000 | 0.50 |
7 | Mr. Suthep Wongvorazathe | Director | 200,000 | 0.50 |
8 | Mrs. Arunporn Limskul | Director | 200,000 | 0.50 |
9 | Pol.Lt.Gen. Chaiwat Chotima | Director | 200,000 | 0.50 |
10 | Maj.Gen.Apirat Kongsompong | Director | 200,000 | 0.50 |
11 | Mr. Prasong Poontaneat | Director | 200,000 | 0.50 |
12 | Mr. Sarakorn Kulatham | Director | 200,000 | 0.50 |
13 | Mr. Wirat Uanarumit | Director | 200,000 | 0.50 |
14 | Mr. Auttapol Rerkpiboon | Director | 200,000 | 0.50 |
15 | Mr. Visit Vongruamlarp | Director | 200,000 | 0.50 |
16 | Mr. Chaiwat Kovavisarach* | Executive with employment contract | 250,000 | 0.63 |
Total | 3,600,000 | 9.02 |
*Period and proportion of exercise under (2.12(2))
3.2 The list of directors of subsidiaries to receive these warrants and the number of warrants for each
No. | Name | Position | Allocated warrants (unit) | Percentage of warrants to be issued and offered |
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1 | Mr. Mechai Viravaidya | Chairman | 100,000 | 0.25 |
2 | Mr. Somkiat Tatritorn | Director | 100,000 | 0.25 |
3 | Mrs. Saruda Changsiricharoen | Director | 100,000 | 0.25 |
Total | 300,000 | 0.75 |
-None-
5. Impacts on shareholders arising from the offer of these warrants5.1 Price dilution
The warrant exercise prices are based on the weighted-average closing prices of the Company shares traded on SET over 15 weekdays before the AGM of 2015 plus a 5% increment of such weight-average closing prices, or an exercise price of Baht 36 per share, whichever is higher. In any case, the exercise price exceeds the market price, so this warrant issuance and offer will not impact the Company's share price.
5.2 Control dilution
If the warrants are totally exercised, amounting to 40,000,000 units, whereas today the Company's sold shares amount to 1,376,923,157 shares, this will affect the profit shares or voting rights of former shareholders ("control dilution") by 2.82 %. This dilution is calculated from the number of shares under this sale offer, divided by the sum of the total sold shares and the number of shares under this offer.
40,000,000 = 2.82% (1,376,923,157 + 40,000,000)
6.1 Criteria for warrant allocation
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1. Allocation to the directors, executives, employees of the Company and its subsidiaries set up in Thailand and ESOP buyers (transferees), detailed as follows:
• The directors, executives, employees of the Company
• Non-Bangchak directors in Bangchak Green Net Co., Ltd.
• The employees of the Company's subsidiaries, namely Bangchak Biofuel Co., Ltd., Bangchak Solar Energy Co., Ltd., Bangchak Solar Energy (Prachinburi), Bangchak Solar Energy (Chaiyaphum1) Co., Ltd., Bangchak Solar Energy (Buriram) Co., Ltd., Bangchak Solar Energy (Buriram1) Co., Ltd., and Bangchak Solar Energy (Nakhonratchasima) Co., Ltd.,
• Employees of Bangchak Green Net Co., Ltd., at Head Office, branch managers, and assistant branch managers.
2. Allocation to Board-appointed ESOP buyers (transferees) is to be based on the number of left-over warrants allocated to the directors, executives, and employees of the Company and its subsidiaries, including warrants transferred from the directors or employees that are ineligible for the exercise and the transfer from government agencies that transferred from the directors under (2.1).
3. In this issuance, no one receives more than 5% of the total number of warrants.
4. The numbers of units of warrants allocated to the directors, executives, and employees of the Company and its subsidiaries are not necessarily equal. To this end, the Board or a Board-assigned party is to devise allocation criteria and select eligible executives and employees on the basis of individual service years, performance, and job levels.
6.2 Method of warrant sales offer
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The Company is to complete its allocation of all warrants to the directors, executives, and employees of the Company and its subsidiaries within one year from the date when the shareholders approve the warrant issuance and sales offer.
6.3 Exercise conditions
6.3.1 Directors of the Company and its subsidiaries
1) Allocated recipients may exercise their warrants anytime under their exercise period (although they may not remain directors on the exercise dates). This applies to government agencies to which such directors transfer their warrants.
2) If recipients die, become disabled or totally incapacitated, or if seen fit by the Board or the President, their trustees, guardians, or heirs may exercise their warrants on their behalf.
3) Directors appointed as ESOP buyers (transferees) may exercise only the warrants they receive as directors of the Company and its subsidiaries.
6.3.2 Executives and employees of the Company and its subsidiaries
1) Recipients that exercise their warrants must retain their employment status with the Company and its subsidiaries on the exercise dates.
2) If recipients die, become disabled or totally incapacitated, retire, end their employment contracts, or are dismissed without their own fault, thus losing their status under (6.3.2 (1)), they may exercise only the portion of warrants that has completed its required years and the portion that is about to complete its next required years under (2.12). Such exercise can take place until their final exercise. The remaining portion is to be transferred to ESOP buyers (transferees).
3) If recipients resign or leave under the Company's early retirement
program and lose the status under (6.3.2 (1)), they may exercise only the warrants whose years have been completed under (2.12) within six months of the resignation date. The remaining portion is to be
transferred to ESOP buyers (transferees).
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4) If recipients are dismissed and lose the status under (6.3.2 (1)), they must transfer their premature and mature, unexercised warrants to ESOP buyers (transferees).
5) If the parties under (6.3.2 (1)) die, become disabled or totally incapacitated, or if seen fit by the Board or the President, their trustees, guardians, or heirs may exercise their warrants on their behalf under the above-mentioned conditions.
6) If the parties under (6.3.2 (1)) are appointed ESOP buyers (transferees), they may exercise only those warrants allocated by the Company to them as executives or employees of the Company and its subsidiaries.
-None-
8. Rights and privileges of common shares as a result of warrant exerciseThe rights and privileges of common shares as a result of warrant exercise are identical to any previous Company common shares issued and fully paid up. Such rights and privileges are effective from the date when the Ministry of Commerce accepts the registration of the new shareholder roster.
9. Shareholders' right to object to the offer of these warrants
This issuance and offer of warrants for common shares of the Company to directors, executives, and employees of the Company and its subsidiaries are not an issuance and offer to any party with more than 5% of these offered warrants. Also, the Company is not offering these warrants for sale at below 90% of the market price. Further, the issued common shares for this exercise number less than 5% of sold Company shares.
Therefore, this warrant issuance and offer must be approved by the shareholders by a vote of no less than three-fourths of the total eligible votes in attendance, and must not be opposed by shareholders whose combined votes exceed 10% of the total votes in
attendance.
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10. Other conditionsAttachment 2
The Board or a Board-assigned party is authorized to set criteria, conditions, and other details for the warrants, including negotiation, agreement, signing of applicable documents and agreements, apart from other necessary and proper actions, including the registration of common shares resulting from warrant exercise as listed securities on SET, and application for permission from the authorities.
Except under the conditions of entitlement adjustment, the Company will not extend the
warrants or alter the prices and exercise rates.
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