Notification of Rights to Subscribe for Issued Ordinary Shares of Sahathai Terminal Public Company Limited Subscription period 17 May 2019 to 24 ...
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Notification of Rights to Subscribe for Issued Ordinary Shares of Sahathai Terminal Public Company Limited Subscription period 17 May 2019 to 24 May 2019 Maybank Kim Eng Securities (Thailand) Public Company Limited (the “Subscription Agent of the newly-issued ordinary shares”) No. 999/9 The Offices at Central World, 20th Floor, Rama 1 Road, Pathumwan, Bangkok 10330 Telephone: 0-2658-6300
(-Translation-) May 7, 2019 Subject: Notification of Rights to Subscribe for the Newly Issued Ordinary Shares of Sahathai Terminal Public Company Limited To: Shareholders of Sahathai Terminal Public Company Limited Enclosures: 1. Notice of the Allocation of the Newly Issued Ordinary Shares together with the Warrants to Purchase the Ordinary Shares of Sahathai Terminal Public Company Limited No. 1 (PORT-W1); 2. Subscription Form for the Newly Issued Ordinary Shares together with the Warrants to Purchase Ordinary Shares of Sahathai Terminal Public Company Limited No. 1 ( PORT- W1); 3. Certificate of Subscription Entitlement for the Newly Issued Ordinary Shares issued by Thailand Securities Depository Co., Ltd.; 4. Additional Subscription Documents for the Subscriber who Wishes to Deposit the Securities into the Issuer Account (U.S. Indicia Checklist and Entity Status Certification and Information Disclosure Consent Form under FATCA (for Juristic Person only)); 5. Power of Attorney for the Subscription of the Newly Issued Ordinary Shares together with the Warrants to Purchase the Ordinary Shares of Sahathai Terminal Public Company Limited No. 1 (PORT-W1); 6. Map of the place for subscription and payment of the Newly Issued Ordinary Shares; 7. Bill Payment 8. Terms and Conditions Governing the Rights and Obligations of the Issuer and Holder of the Warrants to Purchase the Ordinary Shares of Sahathai Terminal Public Company Limited No. 1 (PORT-W1) Reference is made to the 2019 Annual General Meeting of Shareholders of Sahathai Terminal Public Company Limited (the “Company”), held on April 23, 2019, which has passed the resolution to approve the issuance and offering of 138,000,000 newly issued ordinary shares at the par value of Baht 0.50 per share and the offering of 92,000,000 newly issued ordinary shares to the existing shareholders of the Company on a pro rata basis (Rights Offering) at the offering ratio of every 5 existing ordinary shares for 1 newly issued ordinary share, where any fractions of shares should be rounded down, at the offering price of Baht 4.00 per share, totaling Baht 368,000,000 together with the issuance and allocation of the Warrants to Purchase the Ordinary Shares of Sahathai Terminal Public Company Limited No. 1 (PORT-W1) (the “Warrants” or “PORT-W1 Warrants”) at the amount not exceeding 46,000,000 units at no cost to the existing shareholders of the Company who subscribe for and being allocated the newly issued ordinary shares at the allocation ratio of every 2 newly issued ordinary shares for 1 unit of the PORT-W1 Warrants.
In this regard, the existing shareholders shall be entitled to oversubscribe for the newly issued ordinary shares more than their rights as stated in the Certificate of Subscription Entitlement for Newly Issued Ordinary Shares issued by Thailand Securities Depository Co., Ltd. (Enclosure 3). To oversubscribe, the shareholders must state their intention to oversubscribe when they subscribe for the newly issued ordinary shares in accordance with their rights and the subscription price for the oversubscribed shares must be paid in full. The existing shareholders who oversubscribe shall be allocated with the oversubscribed shares only in case that there are remaining shares after the allocation to existing shareholders who subscribe for newly issued ordinary shares in accordance with their rights. Criteria for an oversubscription of newly issued ordinary shares are set out in the Notice of the Allocation of the Newly Issued Ordinary Shares together with the Warrants to Purchase the Ordinary Shares of Sahathai Terminal Public Company Limited No. 1 (PORT-W1) (Enclosure 1). In the event that there are any remaining newly issued ordinary shares after the allocation to the shareholders who oversubscribe, the Company will propose that a shareholders’ meeting consider and approve the capital reduction by cancelling the newly issued ordinary shares remaining from such allocation. In this regard, the Company determined the date for determining the names of shareholders who entitled to subscribe the newly issued ordinary shares on a pro rata basis (Record Date) on May 3 , 2019, and the subscription period for the newly issued ordinary shares offered to the existing shareholders from May 17, 2019 to May 24, 2019, totaling 5 business days, the details of which are set out in the Notice of the Allocation of the Newly Issued Ordinary Shares together with the Warrants to Purchase the Ordinary Shares of Sahathai Terminal Public Company Limited No. 1 (PORT-W1) (Enclosure 1). In this respect, the Company hereby would like to notify your right to Subscribe for Newly Issued Ordinary Shares at the amount as specified in Certificate of Subscription Entitlement for Newly Issued Ordinary Shares issued by Thailand Securities Depository Co., Ltd. ( Enclosure 3) and the details of the issuance and offering of the newly issued ordinary shares together with the Warrants are set out in the Notice of the Allocation of the Newly Issued Ordinary Shares together with the Warrants to Purchase the Ordinary Shares of Sahathai Terminal Public Company Limited No. 1 ( PORT-W1) ( Enclosure 1) . Should there be any queries concerning the allocation or procedures in subscribing for newly issued ordinary shares, please contact Investment Banking Department, Maybank Kim Eng Securities ( Thailand) Public Company Limited at telephone number 02-658- 6300 ext. 1781 or 1711. Please be informed accordingly. Respectfully yours, Sahathai Terminal Public Company Limited (Mrs. Sauwakun Karuchit) Chief Executive Officer 2
(-Translation-) Enclosure 1 Notification of the Allocation of Newly Issued Ordinary Shares together with Warrants to Purchase the Ordinary Shares of Sahathai Terminal Public Company Limited No. 1 (PORT-W1) 1
(-Translation-) Enclosure 1 Part 1 Information regarding the Allocation of Newly Issued Ordinary Shares together with Warrants 1. Name and address of the Company Sahathai Terminal Public Company Limited (the “Company”) 51/1 Moo 3, Poochaosamingprai Road, Bangyaprak Sub-District, Prapradang District, Samuthprakarn Province 10130 Telephone No. : 0-2386-8000 Facsimile No. : 0-2386-8008 Company’s Website: https://www.sahathaiterminal.com/ 2. Date and number of the board of directors’ meeting and the shareholders’ meeting of the Company which approved the allocation of newly issued ordinary shares together with warrants The Board of Directors’ Meeting No. 3/2019 : On March 14, 2019 The 2019 Annual General Meeting of Shareholders : On April 23, 2019 3. Details of the allocation of newly issued ordinary shares together with warrants The 2019 Annual General Meeting of Shareholders, held on April 23, 2019, passed the resolution to approve the issuance and offering of 92,000,000 newly issued ordinary shares, at a par value of Baht 0.50 per share to the existing shareholders of the Company on a pro rata basis (Rights Offering) at the offering ratio of every 5 existing ordinary shares for 1 newly issued ordinary shares (any fractions of shares shall be disregarded), at the offering price of Baht 4.00 per share, totaling Baht 368,000,000 together with the issuance and allocation of not exceeding 46,000,000 units of the warrants to purchase the ordinary shares of Sahathai Terminal Public Company Limited No.1 (PORT-W1) (the “Warrants” or “PORT-W1 Warrants”) at no cost (sweetener), to the existing shareholders who subscribe for and being allocated the newly issued ordinary shares, at the allocation ratio of every 2 newly issued ordinary shares for 1 unit of the PORT-W1 Warrants, the details of which are as follows: Newly issued ordinary shares Type of shares : Ordinary shares Paid-up capital before : Baht 230,000,000.00 the capital increase Capital to be paid for the : Baht 46,000,000.00 allocation of newly 2
(-Translation-) Enclosure 1 issued ordinary shares to existing shareholders via a rights offering Paid-up capital after the : Baht 276,000,000.00 allocation of newly issued ordinary shares to existing shareholders via a rights offering (if fully subscribed) Number of shares to be : Not exceeding 92,000,000 shares with the par value of Baht 0.50 allocated per share Subscription ratio : Every 5 existing ordinary shares to 1 newly issued ordinary shares Offering price : Baht 4.00 per share Allocation method : 1. In case subscribers subscribe newly issued ordinary shares in accordance with or lower than their respective entitled rights: Subscribers who subscribe newly issued ordinary shares in accordance with or lower than their respective entitled rights shall be allotted the entire amount of newly issued ordinary shares they wish to subscribe. 2. For any unsubscribed newly issued ordinary shares, subscribers who subscribe newly issued ordinary shares in excess of their respective entitled rights shall be allocated newly issued ordinary shares on the following basis: (a) In case total number of unsubscribed newly issued ordinary shares exceeds total number of newly issued ordinary shares in the oversubscribed portion, all newly issued ordinary subscribers who subscribe newly issued ordinary shares in excess of their respective entitled rights shall be allotted all newly issued ordinary shares they wish to oversubscribe in accordance with the proportion of their respective entitled rights. (b) In case total number of unsubscribed newly issued ordinary shares is lower than total number of newly issued ordinary 3
(-Translation-) Enclosure 1 shares in the oversubscribed portion, unsubscribed newly issued ordinary shares shall be allocated to each of the subscribers who subscribe in excess of their respective entitled rights based on the following formula: Total number of oversubscribed newly issued ordinary shares to be allotted = Total number of unsubscribed newly issued ordinary shares x proportion of shareholding of each of the existing shareholders who subscribe newly issued ordinary shares in excess of their respective entitled rights Note that total number of newly issued ordinary shares to be allotted to each newly issued ordinary subscriber shall not exceed total number of newly issued ordinary shares each specifies in the newly issued ordinary Subscription Form and total amount of newly issued ordinary subscription proceeds already received. (c) If there are still unsubscribed newly issued ordinary shares left from (b), such unsubscribed newly issued ordinary shares shall be allotted to subscribers who subscribe newly issued ordinary shares in excess of their entitled rights but yet to be fully allotted newly issued ordinary shares in accordance with their newly issued ordinary subscription intention. Number of unsubscribed newly issued ordinary shares to be allotted to such subscribers will be determined based on the product of total number of unsubscribed newly issued ordinary shares and proportion of shareholding of each of the subscribers who wishes to oversubscribe newly issued ordinary shares. Any fraction from newly issued ordinary shares allotment shall be disregarded. This newly issued ordinary shares allotment process shall be repeated until there are no unsubscribed newly issued ordinary shares left. In case there are still unsubscribed newly issued ordinary shares left, such shares shall be cut by means of capital reduction. Note that total number of newly issued ordinary shares to be allotted to each of the subscribers under whatsoever case shall not be higher than total number of newly issued ordinary shares they wish to subscribe and is specified in their respective newly issued ordinary Subscription Forms and 4
(-Translation-) Enclosure 1 total amount of newly issued ordinary subscription proceeds already obtained. Warrants Name of warrants : Warrants to purchase the ordinary shares of Sahathai Terminal Public Company Limited No.1 (PORT-W1) Type of securities : Warrants to purchase the ordinary shares Number of warrants to be : Not exceeding 46,000,000 units allocated Number of ordinary : Not exceeding 46,000,000 shares with the par value of Baht 0.50 per shares reserved for share warrants exercise Type of warrants : Named certificate and transferable Term of warrants : 3 years from the issuance date. The Company shall not extend the term of the Warrants after the issuance. Offering price : Baht 0.00 per unit (at no cost) Exercise price : Baht 6.50 per share unless it is adjusted otherwise according to the conditions concerning the rights adjustment. Allocation ratio : Every 2 newly issued ordinary share to 1 unit of PORT-W1 Warrants. Allocation method : The Company will allocate the PORT-W1 Warrants to the existing shareholders who subscribe for and being allocated the newly issued ordinary shares on a pro rata basis (Rights Offering) at no cost at an allocation ratio of 2 newly issued ordinary shares to 1 unit of warrants. The Company determined the date for determining the names of shareholders who entitled to subscribe the newly issued ordinary shares and be allocated the PORT-W1 Warrants (Record Date) on May 3, 2019. In the case that there are any fraction of shares or warrants, they shall be disregarded. 5
(-Translation-) Enclosure 1 Exercise ratio : 1 unit of PORT-W1 Warrants to 1 ordinary share, unless it is adjusted otherwise according to the conditions concerning the rights adjustment. Exercise period : The warrant holders shall be entitled to exercise their rights under the Warrants to purchase the newly issued ordinary shares of the Company on the last business day of June and December (the “Exercise Date”) throughout the terms of the Warrants. The first Exercise Date will be on December 30, 2019. The Warrants remaining from the exercise of rights or not being exercised on the Exercise Date shall be accumulated so that they can be exercised on the next Exercise Date for the entirety of the warrant term. However, upon the end of the term of the Warrants, all of the Warrants that have not been exercised shall be cancelled and terminated. In the event that the last Exercise Date coincides with the Stock Exchange of Thailand’s holiday, such Exercise Date shall be postponed to the preceding business day. First exercise date : The first exercise date is the last business day of December 2019 which will be on December 30, 2019. Last exercise date : The last exercise date is on the date falling the 3rd anniversary of the warrant issue date. In this regard, the last Exercise Date, which is the date of the 3rd anniversary from the issuance date, is on Saturday, May 28, 2022. Therefore, the last exercise is postponed to the preceding business day, which is on Friday, May 27, 2022. Secondary market of the : The Stock Exchange of Thailand (“SET”) Warrants Secondary market of the : SET ordinary shares issued upon the exercise of the Warrants 6
(-Translation-) Enclosure 1 4. Date to determine the list of shareholders who are entitled to subscribe for the newly issued ordinary shares and the Warrants (Record Date) The 2019 Annual General Meeting of Shareholders held on April 23, 2019 passed a resolution to approve the date for determining the name of shareholders who entitled to subscribe the newly issued ordinary shares and the PORT-W1 Warrants (Record Date) on May 3, 2019. 5. Subscription agent of the newly issued ordinary shares together with the Warrants Maybank Kim Eng Securities (Thailand) Public Company Limited The Principle office No. 999/9 The Offices at Central World, 20th Floor, Rama 1 Road, Pathumwan, Bangkok 10330 Telephone: 0-2658-6300 6. Period for subscription and payment method of the newly issued ordinary shares together with the Warrants Schedule for subscription and payment of the newly issued ordinary shares together with the Warrants During May 17, 2019 to May 24, 2019 (5 business days) from 9:00 a.m. to 4:00 p.m. Venue for subscription of the newly issued ordinary shares together with the Warrants For the subscribers that are individual, juristic person and institutional investor or custodian that wish to subscribe the shares, they shall file their Subscription Form, required subscription evidence / documents along with evidence of payment only at Maybank Kim Eng Securities (Thailand) Public Company Limited at the following address: Investment Banking Department Head office of Maybank Kim Eng Securities (Thailand) Public Company Limited No. 999/9, The Offices at Central World 20th Floor, Rama 1 Road, Pathumwan, Bangkok 10330 Tel .0-2658-6300 Ext. 1781 (Mr. Wasin Suteerayongprasert) or Ext. 1711 (Mrs. Chiranat Chartchertsak) For the shareholders who hold the shares on Scripless System, please contact the securities company which you have securities trading account and deposit the shares with to compile all documents and notify the subscription details to the subscription agent. In this regard, the subscription agent will not accept the documents via post mail of facsimile. 7
(-Translation-) Enclosure 1 Procedures for subscription and payment for the newly issued ordinary shares Any shareholders who wish to subscribe newly issued shares shall clearly fill out and accurately sign the Subscription Form. The subscribers or their attorneys shall submit all required subscription documents / evidence along with evidence of full payment at the subscription place (as specified in 6.2 above) within the specified subscription period. In doing so, they can proceed under any of the followings: 6.3.1 Subscription Payment via Bill Payment by Money Transfer: subscription proceeds shall be transferred during 9.00 a.m. of May 17, 2019 to 4.00 p.m. of May 24, 2019, made to subscription bank account number 049-3-12666-9 (Business) called “Maybank Kim Eng Securities (Thailand) Public Company Limited for Share Subscription 2”, Siam Commercial Bank Public Company Limited. In the Bill Payment form (Enclosure 7), please specify ID card number of 13 digits in Reference 1, and shareholder registration number of 10 digits in Reference 2, respectively. 6.3.2 Subscription Payment via Bill Payment by Cheques, Cashier Cheques or Drafts: Such cheques, cashier cheques or drafts must be crossed and specifically made to subscription bank account number 049-3-12666-9 (Business) called “Maybank Kim Eng Securities (Thailand) Public Company Limited for Share Subscription 2”, Siam Commercial Bank Public Company Limited on any day and any time during the business days and hours of headquarter and branches of Siam Commercial Bank Public Company Limited from May 17, 2019 to May 21, 2019, and from the business days and hours of headquarter and branches of Siam Commercial Bank Public Company Limited until 11.00 a.m. on May 22, 2019. Such cheques, cashier cheques or drafts which must be deposited by means of bill payment must be dated the same as the subscription date which shall not be later than May 22, 2019. They must be collected within the next business day. One cheque, cashier cheque or draft must accompany one Subscription Form only. In the Bill Payment form (Enclosure 7), please specify ID card number of 13 digits in Reference 1, and shareholder registration number of 10 digits in Reference 2, respectively. 6.3.3 Subscription Payment by Automatic Transfer System (ATS): Money transfer via ATS shall be made from May 17, 2019 to May 24, 2019 during the business days and hours of headquarter of Maybank Kim Eng Securities (Thailand) Public Company Limited, where the money shall be deducted from bank account of only subscribers who have securities trading account with Maybank Kim Eng Securities (Thailand) Public Company Limited and their ATS is already effective on the subscription period. Note that the Company by the subscription agent shall reserve the right to change subscription and payment methods as deemed appropriate. Other conditions for the subscription of the newly issued ordinary shares 6.4.1 The subscribers that already made their subscriptions and payments are not allowed to cancel their subscriptions. 8
(-Translation-) Enclosure 1 6.4.2 Payment via Bill Payment by cheques, cashier cheques or drafts will be completed only when they are fully collected. Subscription will be completed only when the subscription agent could fully collect subscription proceeds. 6.4.3 In case the subscribers could not make payments for their shares subscriptions or fail to conform to subscription procedures and payments such that subscription proceeds could not be collected within the specified subscription schedule (under whatsoever reasons which are not due to the faults of the Company and/or the subscription agent) either in whole or in part, or they subscribe the shares using any other subscription methods that are not specified in this notification, or they fail to file a complete set of required shares subscription documents / evidence, the Company and/or the subscription agent will treat as if such subscribers rescinded their subscription rights. In this regard, the Company and/or the subscription agent shall reserve the right not to allot the newly issued shares and warrants to such subscribers. 6.4.4 In case of any incomplete, unclear or inconsistent data as contained in the subscription documents / evidence, the Company and/or the subscription agent shall reserve the rights to use data as contained in such documents / evidence for purpose of shares allocation as they deem appropriate. Nevertheless, the Company and/or the subscription agent shall reserve the rights to treat as if subscribers rescinded their subscription rights and not to allocate the newly issued shares to such subscribers. 6.4.5 For the first round of shares allocation or share allocation to shareholders who subscribe shares in excess of their entitled rights which results in non-Thai shareholders holding in aggregate in excess of 49% of total paid-up shares of the Company, the Company shall reserve the right not to allocate newly issued shares to non-Thai shareholders. In this regard, the Company will not allocate the newly issued shares either in whole or in part to non-Thai shareholders. In this case, the Company will not make any compensation to those non-Thai shareholders, and they are not entitled to the rights to ask for any compensation from the Company. The Company by the subscription agent will return all proceeds for unsubscribed newly issued ordinary shares to such non-Thai subscribers (in accordance with 6.7). 6.4.6 The subscribers shall bear all incurred expenses and fees (if any). 6.4.7 No share subscription via post mail and facsimile is allowed. 6.4.8 In case the subscribers have more than one securities trading account and they are entitled for share subscription for all of their securities trading accounts, they must prepare required subscription documents / evidence for each of those securities trading accounts. In other words, a set of required subscription documents / evidence must be prepared and submitted for a securities trading account. In case subscribers subscribe shares using a securities trading account by summing all their entitled rights in one securities trading account or subscribe for all of their entitled shares using one set of required subscription documents / evidence, they may or may not be allotted their entire entitled 9
(-Translation-) Enclosure 1 shares. In this regard, the Company shall reserve the right to allocate shares to such subscribers as it deems appropriate or not to allocate any shares to such subscribers. 6.4.9 The Company shall reserve the right to change details and procedures of newly issued ordinary share subscription and payment as it deems appropriate to facilitate share subscription and payment procedures. Documents required for the subscription of newly issued ordinary shares together with the Warrants 6.5.1 Subscription Form for the Newly Issued Ordinary Shares together with the Warrants to Purchase Ordinary Shares of Sahathai Terminal Public Company Limited No. 1 (PORT-W1) (Enclosure 2) The subscribers shall clearly and accurately fill out the Subscription Form; and sign it. They shall clearly and accurately specify in the Subscription Form total number of shares they wish to subscribe. For subscribers that are juristic person, the Subscription Form must be signed by their authorized director (s), with their company seals affixed (if any). In case subscribers receive more than one share subscription certificate, they shall prepare and submit a complete set of subscription documents / evidence for each of the separate share subscription certificates. In other words, a complete set of subscription documents / evidence must accompany each of the share subscription certificates. In case subscribers choose to deposit their allotted shares in the securities trading accounts they have with securities companies, only one securities company can be specified for each of the Subscription Form. 6.5.2 Evidence of bill payment form (Enclosure 7) which is true copy and paid. 6.5.3 Share subscription certificate (Enclosure 3) which is issued and sent via registered mail by Thailand Securities Depository Co., Ltd. (“TSD”), the Company’s securities registrar. Such certificate specifies total number of shares each shareholder is entitled to subscribe. 6.5.4 Documents for client identification (as specified in 6.6). 6.5.5 Power of attorneys for share subscription (Enclosure 5) with a 30-baht stamp duty affixed. All required documents / evidence of both subscriber and his/her attorney must accompany as specified in in 6.6 as the case maybe. 6.5.6 For subscribers who wish to deposit their allotted shares and warrants in the securities issuer account no.600, please fill in form U.S. Indicia Checklist (Individual & Juristic Person). In case subscribers are juristic person, they must also fill in the form Entity Status Certification and Information Disclosure Consent Form under FATCA (Enclosure 4). In case subscribers fail to do so, TSD will issue share certificates to such subscribers. 10
(-Translation-) Enclosure 1 The Company adopts the subscription system for right offering and/or the exercise of warrants through electronic system the TSD to increase efficiency and facilitate the shareholders, where the subscription method for right offering and/or the exercise of warrants increases by 1 method through TSD participants (brokers and custodian). In this regard, the Company entitles the TSD to provide information relating to rights of each shareholder who are allotted of shares through TSD participants whose the shareholders deposit their securities with. As such, if you wish to subscribe or exercise the rights in warrants, you may inform the brokers or custodian who will record the subscription through the system without declaration of required documents for client identification (Please see more information in www.set.or.th\tsd). Identification documents Thai Individuals A certified true copy of a valid identification card or a certified true copy of a valid household registration or of any valid document issued by the governmental authority which contains a 13-digit identification number of subscriber (in case the identification card is expired). In case subscriber is a minor, written permission from the parent (i.e. father/mother or lawful representative) must be submitted along with a certified true copy of a valid identification card of the parent and of a valid household registration of the minor. In case there is any change in name / last name of subscribers which results in any inconsistency between their actual names / last names (after change) and those as contained in the share registration book as of May 3, 2019 subscribers shall attach a certified true copy of any valid document issued by the governmental authority, e.g. marriage certificate, divorce certificate, certificate of name/surname change for the subscription. Non-Thai Individuals A certified true copy of a valid foreigner certificate or passport. For non-Thai minors, they must submit evidence / documents to prove that they are legally allowed to subscribe the shares. Thai Juristic Persons A certified true copy of the affidavit issued by the Ministry of Commerce within a period of no longer than 6 months prior to the subscription date. A certified true copy of the valid identification card or foreigner certificate /passport (as the case may be) of the authorized signatory (ies) of such juristic person must also accompany. Non-Thai Juristic Persons A certified true copy of the valid certificate of incorporation and/or the affidavit of the juristic person within a period of no longer than 6 months prior to the subscription date, duly signed by the authorized signatory (ies) of such juristic person and affixed with the seal of such juristic person (if any) and a 11
(-Translation-) Enclosure 1 certified true copy of a valid passport / foreign certificate of the authorized signatory (ies) who certifies the documents. All subscription documents above must be notarized and stamped by authorized notary public officers and legalized by Royal Thai embassy officers or Royal Thai consulate in the country such documents are prepared and issued within the period of 6 months prior to the subscription date. Refund of subscription payment for unallocated newly issued ordinary shares In case subscribers are not allotted the shares or are not allotted the oversubscribed shares, the Company by its subscription agent shall return all subscription proceeds for the unallotted shares to such subscribers with no interest and compensation.by crossed cheque or cashier cheques within 10 business days after the closing of subscription period through the registered mail as appeared in the Company’s shareholder book as of May 3, 2019. In case that subscribers have securities trading account with Maybank Kim Eng Securities (Thailand) Public Company Limited, return of subscription proceeds is only made through ATS system within 5 business days after the closing of subscription period. Subscribers shall bear any costs and expenses arising out of proceeds return via cheque or cashier cheques. Note that if subscription proceeds are accurately returned by crossed cheque or cashier cheques via the registered mail as appeared in the Company’s shareholder book as of 3 May 2019, this will be regarded that such subscription proceeds are fully and accurately returned. Subscribers are not allowed to ask for any interest and/or compensation from the Company and/or the subscription agent. Securities delivery methods Subscribers could select any of the followings as the method of securities delivery: 6.8.1 In case subscribers wish to obtain share and warrant certificates, the Company’s securities registrar which is TSD shall prepare and send share and warrant certificates which contain respectively details about total number of shares and warrants allotted to such subscribers via registered mail to the names and addresses of subscribers appearing in the shareholder register as of May 3, 2019 within the period of 15 days from the last date of the subscription period. Thus, such subscribers are not allowed to dispose the allotted shares and warrants in the SET until they obtain share and warrant certificates which may be after the date of securities listing. 6.8.2 In case subscribers do not wish to obtain share and warrant certificates, but wish to deposit their allotted securities in the securities issuer account no. 600, TSD then shall record number of allotted shares and warrants of each subscriber in the securities issuer account no. 600 within the period of 7 days from the last date of subscription period. In case subscribers wish to dispose their allotted securities, they must withdraw them from the securities issuer account no. 600 by contacting securities company (s) they have a trading account (s) with. They must bear all fees arising out of this. 12
(-Translation-) Enclosure 1 subscribers in this case could immediately dispose their allotted securities in the SET after they are listed, and they are withdrawn from the securities issuer account no. 600. However, the withdrawal process may take time, the subscribers may withdraw the shares and warrants later than the first trading day of shares and warrants. For subscribers who wish to deposit their allotted shares and warrants in the securities issuer account no.600, please fill in form U.S. Indicia Checklist (Individual & Juristic Person). In case subscribers are juristic person, they must also fill in the form Entity Status Certification and Information Disclosure Consent Form under FATCA. In case subscribers fail to do so, the Company shall reserve the rights will issue share certificates to such subscribers as stated in 6.8.1. 6.8.3 In case subscribers do not wish to obtain share and warrant certificates but would like to deposit their allotted securities in the securities trading account (s) they have with securities company (s), in this regard, TSD will prepare and issue share and warrant certificates under the name of TSD which contain details about total number of shares and warrants allotted. TSD then will record total number of shares and warrants allotted to each subscriber. Subscribers are then allowed to immediately trade the allotted securities in the SET after they are listed. If subscribers select 6.8.3 above, their names in the Subscription Forms must correspond to those of the persons who own the securities trading accounts they would like to deposit the allotted securities. Otherwise, the Company will proceed to issue share/warrant certificates to such subscribers. For any subscriber that fails to select any of the securities delivery method, the Company shall reserve the rights to issue share/warrant certificates to such subscriber as stated in 6.8.1. Other material information relating to the subscription of the newly issued ordinary shares 6.9.1 All subscribers will obtain evidence of share deposit as an evidence of share subscription. 6.9.2 If total number of subscribed shares is greater than total subscription proceeds received, the Company shall reserve the right to allot shares based on total subscription proceeds received. 6.9.3 If total number of subscribed shares is lower than total subscription proceeds received, the Company shall allot shares to each subscriber based on its discretion. 6.9.4 Subscribers must clearly and accurately specify code (s) of securities company (s) (specified on the reverse side of Subscription Form) they have trading account (s) with as well as no. (s) of trading account (s) they would like to deposit their allotted securities. Note that the name of such securities trading account (s) must correspond to the name of subscriber. Failure to do so may result in inability to transfer and deposit the allotted securities in such securities trading account (s) properly. The Company shall then bear no responsibility for any loss or damage arising out of this. The Company shall reserve the right to prepare and submit to such subscribers share and warrant certificates which contain respectively details about number of allotted shares and warrants. They will be mailed to subscribers whose names and addresses appearing in the share register book as of May 3, 2019 13
(-Translation-) Enclosure 1 within the period of 15 days from the end of subscription period. The Company shall bear no responsibility if such subscribers could not dispose their allotted securities in the first day they are listed on the SET. 6.9.5 Subscribers who express intention to subscribe shares and already make subscription payment could not rescind their subscriptions and ask for subscription proceeds return. The Company, however, by the subscription agent shall have the right to cancel subscriptions by those shareholders who fail to conform to 6.3 and 6.4. 7. Objectives of the capital increase and utilization plans of the proceeds received from the capital increase 7.1 The Company will issue and offer the newly issued ordinary shares with a specific purpose of utilizing the proceeds at the amount not exceeding 92,000,000 shares with a par value of Baht 0.50 per share to the existing shareholders of the Company on a pro rata basis (Rights Offering). The Company will utilize the proceeds received from the capital increase to repay the loan borrowed from the financial institution in the total amount of Baht 100,000,000, utilized for (1) the joint investment with Frasers Property (Thailand) Public Company Limited (“FRASERS”) (the previous name was TICON Industrial Connection Public Company Limited) in Bangkok Logistic Park Company Limited, the shareholding proportion of the Company and FRASERS were 25 percent and 75 percent, respectively and (2) the joint investment with Mitr Phol Sugar Corporation (“Mitr phol”) in Bangkok River Terminal Company Limited, the shareholding proportion of the Company and Mitr phol were 55 percent and 45 percent, respectively. The remaining proceeds will be utilized for the Company’s working capital. 7.2 The Company will issue and offer the PORT-W1 Warrants at the amount not exceeding 46,000,000 units. The proceeds received from the exercise of the PORT-W1 Warrants will strengthen the Company’s financial position, enhance financial flexibility for future investment and will be an additional reserve of the Company. In addition, the Company intends to reward its shareholders appropriately, thus the Company will issue and allocate these warrants to the existing shareholders of the Company who subscribe the newly issued ordinary shares on a pro rata basis (Rights Offering). 8. Expected benefits to the Company from the capital increase/allocation of the newly ordinary shares 8.1 Benefits which the Company will receive from the capital increase by issuing the newly issued ordinary shares to the existing shareholders on a pro rata basis (Rights Offering) Upon receiving proceeds from the capital increase, the Company will be duly capable to repay the loan under the conditions and period required by the financial institution, which will not only reduce the financial cost of the Company but also decrease a financial burden of the Company. In addition, it will strengthen a financial position of the Company resulting in a good relationship between the 14
(-Translation-) Enclosure 1 Company and the financial institutions whom the credit facilities lent by the Company. In the case that there are proceeds remaining from the loan repayment, it will be utilized as the Company’s working capital. 8.2 Benefits which the Company will receive from the capital increase to accommodate the exercise of the PORT-W1 Warrants When the warrants holders exercise their rights under the PORT-W1 Warrants, the proceeds received from such exercise will strengthen the Company’s financial position, enhance financial liquidity for future investment, and will be reserved as the working capital of the Company which will benefit to the Company’s business in the future. 9. Dividend policy and the right to receive the dividend of the shares issued from capital increase 9.1 Dividend policy The Company has the policy to pay the dividend of not less than 40 percent of the net profit according to the Company’s separate financial statements after deduction of corporate income tax and legal reserve as required by laws, and any obligations under loan agreement (with additional obligations). In this regard, the dividend payment rate can be adjusted depending on the Company’s operating result, financial position, liquidity, investment plan, working capital needed for business operation, business expansion and other related factors in relation to the management of the Company as the Board of Directors and/or shareholders of the Company deem appropriate. However, there shall not be any accumulated loss on the equity. 9.2 Right to receive dividends attached to the newly issued ordinary shares Following subscription of the newly issued ordinary shares, the subscribers of the newly issued shares (the existing shareholders of the Company) will be entitled to receive dividends from the Company’s business operation on a prorate basis (Rights Offering) after having been recorded as shareholders of the Company and the holders of the PORT-W1 Warrants will be entitled to receive dividends from the Company’s business operation after having exercised their rights under the PORT-W1 Warrants to subscribe for the newly issued ordinary shares of the Company and having been recorded as shareholders of the Company. 10 Other material information that may affect the decision making to invest in the Company’s newly issued ordinary shares 10.1 Potential effects of the newly issued ordinary shares offering 15
(-Translation-) Enclosure 1 (1) Price dilution Price dilution can be calculated as per the following formula: Price dilution = (Pre-offering market price – Post-offering market price) / Pre- offering market price Whereas: Pre-offering market price means the weighted average price of the Company’s ordinary shares traded on the SET during 15 consecutive business days prior to the date of the Board of Directors’ Meeting on March 14, 2019, i.e. from February 21, 2019 to March 13, 2019, which was equivalent to Baht 4.90 per share and Post-offering market price means ((Pre-offering market price * Number of paid-up shares) + (Offering price of ordinary shares offered to the existing shareholders on a pro rata basis* Number of ordinary shares offered to the existing shareholders on a pro rata basis) + (PORT- W1 Warrants exercise price * Number of shares issued to accommodate the exercise of PORT-W1 Warrants)) / (Number of paid-up shares + Number of ordinary shares offered to the existing shareholders on a pro rata basis + Number of shares issued to accommodate the exercise of PORT-W1 Warrants) Whereas: Pre-offering market price = Baht 4.90 per share Number of paid-up shares = 460,000,000 shares Offering price of ordinary shares offered to = Baht 4.00 per share the existing shareholders on a pro rata basis Number of ordinary shares offered to the = 92,000,000 shares existing shareholders on a pro rata basis PORT-W1 exercise price = Baht 6.50 per share Number of shares issued to accommodate = 46,000,000 shares the exercise of PORT-W1 Warrants Post-offering market price (4.90 * 460,000,000) + (4.00 * 92,000,000) + (6.50 * 46,000,000) = (460,000,000 + 92,000,000 + 46,000,000) 16
(-Translation-) Enclosure 1 = Baht 4.88 per share Therefore, the Price dilution can be calculated as follows: (4.90 – 4.88) = 4.90 = 0.41 percent After the issuance and offering of the newly issued ordinary shares of the Company together with the PORT-W1 Warrants to the existing shareholders on a pro rata basis and such shareholders fully exercise their rights under the PORT-W1 Warrants, the price dilution will be 0.41 percent. (2) Control dilution The newly issued ordinary shares of the Company are issued and offered on a pro rata basis to the existing shareholders of the Company together with the PORT-W1 Warrants which will be allocated to the existing shareholders of the Company who subscribe for and being allocated the newly issued ordinary shares, therefore, such issuance and offering for the existing shareholders of the Company together with the PORT-W1 Warrants which will be allocated the newly issued ordinary share will not give any effect on control dilution. This is under the assumption that all shareholders subscribe for the newly issued ordinary shares of the Company offered on a pro rata basis and the PORT-W1 Warrants are allocated to all of them. However, in the case that the existing shareholder does not subscribe for the newly issued ordinary shares allocated on a pro rata basis or the existing shareholder who has been allocated the PORT-W1 Warrants transfer all amount of the PORT-W1 Warrant to other persons. In this case, it will affect the control dilution to such existing shareholder as follows: Assumption 1 The existing shareholder does not exercise his/her right to subscribe for all amount of the newly issued ordinary shares on a pro rata basis. Control dilution in Assumption 1 can be calculated as per the following formula: (Number of ordinary shares offered to the existing shareholders on a pro rata basis + Number of shares Control dilution = issued to accommodate the exercise of PORT-W1 Warrants) / (Number of paid-up shares + Number of ordinary shares offered to the existing shareholders 17
(-Translation-) Enclosure 1 on a pro rata basis + Number of shares issued to accommodate the exercise of PORT-W1 Warrants) Whereas: Number of paid-up shares = 460,000,000 shares Number of ordinary shares offered to the = 92,000,000 shares existing shareholders on a pro rata basis Number of shares issued to accommodate = 46,000,000 shares the exercise of PORT-W1 Warrants Therefore, Control dilution can be calculated as per the following formula: (92,000,000 + 46,000,000) = (460,000,000 + 92,000,000 + 46,000,000) = 23.08 percent In the case that the existing shareholder does not exercise his/her right to subscribe all amount of the newly issued ordinary shares on a pro rata basis, it will affect the control dilution which is equivalent to 23.08 percent. Assumption 2 The existing shareholder who has been allocated the PORT-W1 Warrants transfer all of his/her PORT-W1 Warrants to other persons. Control dilution in Assumption 2 can be calculated as per the following formula: Number of shares issued to accommodate the exercise of PORT-W1 Warrants / (Number of paid- up shares + Number of ordinary shares offered to the Control dilution = existing shareholders on a pro rata basis+ Number of shares issued to accommodate the exercise of PORT-W1 Warrants) Whereas: Number of paid-up shares = 460,000,000 shares Number of ordinary shares offered to the = 92,000,000 shares 18
(-Translation-) Enclosure 1 existing shareholders on a pro rata basis Number of shares issued to accommodate = 46,000,000 shares the exercise of PORT-W1 Warrants Therefore, the Control dilution can be calculated as per the following formula: 46,000,000 = (460,000,000 + 92,000,000 + 46,000,000) = 7.69 percent Hence, in the case that the existing shareholder who has been allocated the PORT-W1 Warrants transfer all of his/her PORT-W1 Warrants to other persons, it will affect the Control dilution which is equivalent to 7.69 percent. (3) Earnings per share (EPS) dilution EPS dilution can be calculated as per the following formula: EPS dilution = (Pre-offering EPS – Post-offering EPS) / Pre-offering EPS Whereas: Pre-offering EPS = Net profit (loss) of the Company during the last 4 quarters / Number of paid-up shares Net profit (loss) of the Company during the last 4 quarters can be calculated by the net profit only of the shareholders’ equity part during the last 4 quarters, from 1st quarter of 2018 to 4th quarter of 2018 which was equivalent to Baht 136,939,927. Number of paid-up = 460,000,000 shares shares as of March 11, 2019 = 136,939,927 460,000,000 = Baht 0.30 per share 19
(-Translation-) Enclosure 1 Post-offering EPS = Net profit of the Company during the last 4 quarters / (Number of paid-up shares + Number of ordinary shares offered to the existing shareholders on a pro rata basis + Number of shares issued to accommodate the exercise of PORT-W1 Warrants) Net profit (loss) of the Company during the last 4 quarters can be calculated by the net profit only of the shareholders’ equity part during the last 4 quarters, from 1st quarter of 2018 to 4th quarter of 2018 which was equivalent to Baht 136,939,927. Number of paid-up shares as of = 460,000,000 shares March 11, 2019 Number of ordinary shares offered to the existing shareholders on a pro = 92,000,000 shares rata basis Number of shares issued to accommodate the exercise of PORT- = 46,000,000 shares W1 Warrants 136,939,927 = (460,000,000 + 92,000,000 + 46,000,000) Baht 0.23 per share = Therefore, the EPS dilution can be calculated as per the following formula: (0.30 – 0.23) = 0.30 = 23.08 percent Therefore, after the issuance and offering the newly issued ordinary shares of the Company together with the PORT-W1 Warrants to the existing shareholders on a pro rata basis, it will affect the EPS equivalent to 23.08 percent. 20
(-Translation-) Enclosure 1 Part 2 Preliminary Information of Sahathai Terminal Public Company Limited 1. Name and Address of Listed Company Name : Sahathai Terminal Public Company Limited Ticker Symbol : PORT Address : 51/1 Moo 3, Poochaosamingprai Road, Bangyaprak Sub-District, Prapradang District, Samuthprakarn Province 10130 2. Nature of Business and Current Main Business Operation of the listed Company and subsidiaries Nature of Products or Services 2.1.1 Main Business Operation The Company provides comprehensive logistics services including a multi-purpose terminal, inland waterway barge shipping, land transportation, warehousing and storage services and other maritime related logistics services. 2.1.2 Nature of Main Services The Company’s main business is composed of 4 major business units: 1) Terminal Business Unit Terminal Business Unit’s operation is divided across three sub-services 1. Terminal Handling Services Sahathai Terminal can accommodate feeders of up to 1,000 TEU capacity and barge vessels of 40 - 240 TEUs. The barges connect Chao Phraya river ports to Thailand’s deep-sea Laem Chabang Port. Sahathai has a total Berth Length of 300 meters, and 8-meter maximum draft at lowest tide. Sahathai includes one terminal for feeders with a berth length of 170 meter and two barge terminals with a berth length of 65 meter each. The current maximum annual throughput capacity is 500,000 TEUs. Bangkok Barge Terminal Ltd., one of Sahathai’s subsidiary (51% ownership) which has been operating since November 2016, has a barge terminal capable of servicing two barges at the same time (Berth Length 96 meters). Located at the exit of the Industrial Ring road connected to Poochaosamingprai road, 1.42 kilometer away from Sahathai Terminal’s main location. The current maximum annual throughput capacity is 240,000 TEUs. 21
(-Translation-) Enclosure 1 2. Container Freight Station (CFS) Sahathai serves shippers by picking up cargo from their locations and loading into containers at Sahathai’s facility. Currently, they only service Full Container Loads (FCL), and the servicing fee is to be collected via customers’ shipping agents. Sahathai also provides import services for consignees. Once a container arrives at Sahathai, it will be unloaded and prepared for pickup. This side of their service includes both FCL and LCL, and the servicing fee is to be collected via customers’ shipping agents. 3. Container Depot A container cleaning and maintenance and repair service. Containers under the service come from two different sources: 1. Consignee returned containers; empty containers are returned from the importers once they are unloaded. Returned containers are inspected, cleaned and serviced before being putting back into the fleet. 2. Repositioned Containers, empty containers shipped in to accommodate export volumes. These containers are to be inspected, cleaned and maintained before being putting back into service. 2) In-land Transportation Business Unit The land transportation service is setup to support Sahathai’s terminal service, which is their main business. Sahathai Group’s aim is to develop into a comprehensive logistics solution provider. The company provides container transportation between shippers and importers’ warehouses around the Laem Chabang Port area. Similarly, there is another container transportation service between shippers and importers’ warehouses around Sahathai Terminal area. On October 2014, another service transporting containers by truck to Laem Chabang Port was initialized to increase transportation flexibility for their customers. This service is operated by sub-contractors. 3) Rental Area and Warehouse Business Unit The Company provides free zone yard storage to one of its current major customers. The customer has recently rented an additional free zone warehouse with an area of 17,511 sq.m., for storing cargo unloaded from the containers. The operation launched in Q2 of 2017 under twice 2-year lease period. The Company also provide General Warehouse space located inside the port area, off the free zone. The total space available for rent covers 20,766 sq.m., providing general storage services and can also utilize as a distribution center. Customers includes Lazada, Ovaltine and leading canned food manufacturers. 4) Other Business Units The Company’s other services includes: 22
(-Translation-) Enclosure 1 1. Freight Forwarding Service, The Company acts as an intermediary sourcing available freight space for the shipment of goods at appropriate time windows for exporters. By consolidating the volume required from exporters, the company negotiates a volume discount from shipping lines and build strong relationship with the lines at the same time. The discounted freight volume is then resold to the exporters. 2) Office space leasing for ship agents and subcontractors to use as operation offices. Industry Situation and Competition 2.2.1 Industry Situation The container shipping industry’s growth is correlated to import and export volumes via container shipping. As such, containerized cargo has been growing in popularity. The process of shipping cargo loaded into containers makes a standardized unit of transport that is easy to shift from sea freight to rail and truck transportation, providing more efficient intermodal transportation, higher cargo safety and less damage, improved vehicle loading and off-loading procedures, streamlined transport and delivery planning and helping to improve cost management for bulk buying. Containers used in the industry come in a few different standardized sizes, but the most common are 20-foot TEUs and 40-foot TEUs. Data from the World Bank, Drewry Maritime Research, Bangkok Ship owners and Agents Association (BSAA) and Shanghai International Shipping Institute show significant volumes of container throughput from container terminals around the world during the past 17 years, between the year 2000 and 2017, which has grown at a rate of 7.36 percent per annum (CAGR). From the total global throughput of 225 million TEUs in 2000 to a total of 753 million TEUs in 2018. Accordingly, the container throughput of Thai terminals in the same time period has expanded at a rate of 6.80 percent per annum (CAGR) and grown from 3 million TEUs in the year 2000 to the total of 10 million TEUs in 2017. Unit: 1,000,000 TEUs 800 World (LHS) Thailand (RHS) 753 20 700 18 16 600 14 500 10 12 400 10 300 8 6 200 4 100 2 0 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 23
(-Translation-) Enclosure 1 In addition, the container shipping industry looks to grow in accordance with the international shipping volumes, which depends on the volume of international trade. According to the Bank of Thailand (BOT), estimating from the volume of Thai’s import and export in the past 10 years, between year 2008 and 2018, Thailand enjoyed a growth of 4.42% import volumes and 3.33% export volumes. Thailand's total exports grew at a rate of 3.68%. Data from the National Economic and Social Development Board stated that Thailand’s gross domestic product (GDP) in 2018 is estimated at THB 16.32 trillion, while the total export and import value for the year 2018 accounted for 99.23% of the GDP. It can be seen that import and export are critical economic activities for the Thai Economy, and such importance is projected to grow even further in the future. The increasing global trade volume is signifying the forthcoming of Globalization. Thailand has established many Free Trade Area (FTA) with trade partners, Including the actualization of the Asean Economics Community (AEC) on January 1st, 2016, and according to the draft of the National Economic and Social Development Plan No. 12 (BE 2560 - 2564), the increment in export volume is part of Thailand’s main strategy in strengthening the economy. These factors are boosting the growth of Thailand’s international trade. There are many Macro Economic factors that look to help drive Thailand’s import and export volume in the future. Such drives would also be beneficial to the Thai commercial port and terminal industry. The most important factor is that Thailand has a geographic advantage, located in the heart of ASEAN. The coastline is prime to be developed into a deep-sea port; connecting land, sea and air together. Thailand’s borders are connected to other major economies such as Singapore, Malaysia, China and Vietnam, as well as being an important gateway to emerging economies; the rapid growing Myanmar, Laos and Cambodia. This gives Thailand a very promising opportunity to become the logistics center of ASEAN. There are many solid efforts from both public and private sectors to promote Thailand as ASEAN’s logistics center. Especially the Thai government’s efforts, such as granting tax privileges for an establishment of International Headquarters (IHQ) and International Trading Center (ITC) in Thailand. The vast investment in logistics infrastructures, for example, the Double Track Railway and High- Speed Train projects to connect the East – West Economic Corridor (EWEC) and the North – South Economic Corridor (NSEC). The plan to develop another trade route between ASEAN, Southern China and the upper Mekong countries via Chiang Saen Port. The commercialization of U-Tapao airport. Thailand is aiming to domesticate the GMS Economic Corridors. Investments from private sectors shared equal importance in championing Thailand as the region’s logistics center. With plenty of manufacturing investments; raw materials and finished products are cycled in and out of the country making a healthy environment for the port and terminal industry to thrive on. The Ministry of Industry's Strategic Plan for Thai Industrial Development 4.0, 20 years’ phase (B.E. 2560 – 2579) (Thailand Development Model 4.0), aims to drive the Thai economy with domestic 24
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