SET Announcements

Information Memorandum Description, Condition and Major Characteristics of Warrants of Common Share CH. Karnchang Public Company Limited (CK-W1) Listing Date April 21, 2004. (First day trading is on April 21, 2004) Type of Securities Warrant to buy ordinary share of CH. Karnchang Public Company Limited Secondary MarketStock Exchange of Thailand (Main Market) Number of Warrants 262,400,649 units consist of -Allocated to the existing shareholders in the shareholder list on December 18, 2003 at Baht 0 per unit (5 existing shares to 1 warrant) 209,900,649 units -Allocate to company's directors and employees under Employee Stock Option Program (ESOP), at Baht 0 per unit 52,500,000 units Underlying Shares 262,500,000 Shares Issuer CH. Karnchang Public Company Limited Rights of Warrants 1 warrant for 1 ordinary share at the exercise price of 4.50 Baht per share. Type of WarrantsSpecified holder and freely transferable Term of Warrants3 years (The issued date is April 01,2004 and will expired on March 30,2007. The last exercise date is on March 30, 2007) Offering Price Baht 0.00 Distribution of Warrants (As of 1 April 2004 ) No. of Warrant holders No. of Warrants % of present listing Warrants 1.Warrant holders : 1.1 Government, state-owned enterprises - - - or public sector agencies 1.2 Director, manager, and executive 17 40,071,720 15.27 management including related persons and associated persons 1.3 Warrant holders who have a holding 6 126,443,300 48.19 of above 5% including related persons 1.4 Warrant holders who enter into agreement - - - not to sell their stocks within a specified period 2. Small Warrant holders hold > 1 trading unit 4,156 95,883,222 36.54 3. Small Warrant holders hold < 1 trading unit 63 2,407 0.00 Total 4,242 262,400,649 100.00 Note : 1 Trading unit = 100 warrants (Major Holders) (As of) 1 April 2004 (Name) (No. of warrants) (% of present listing Warrants) 1. Mahasiri Siam Co.,Ltd. 49,133,400 18.72 2. CH.Harnchang Holding Co.,Ltd. 26,577,900 10.13 3. Thai Military Bank Public Company Limited 21,000,000 8.00 4. CK.Office Tower Co.,Ltd. 15,000,000 5.72 5. Mrs.Pranee Thongkittikul 14,469,800 5.52 6. Mr.Plew Trivisvavet 6,074,120 2.31 7. Mr.Charnarong Wongseenin 5,909,700 2.25 8. THAI NVDR Company Limited 5,316,420 2.03 9. Mr.Thavorn Trivisvavet 4,796,200 1.83 10. Bangpa-In Land Development Co.,Ltd. 3,787,000 1.44 (Total) 152,064,540 57.95 Registrar Thailand Securities Depository Co., Ltd. Receiving Agent for the Exercise Warrants CH. Karnchang Public Company Limited Exercise Right of Warrants 1. Exercise Date The warrant can be exercised every quarter on the last business day of March, June, September, and December each year upon the expiration of the warrant.The first exercise date will be on June 30, 2004. The last exercise date will be on March 30, 2007. The last exercise date will be postponed to the next following business day if the mentioned date happens to be the company's holiday. The company shall not close the warrant registration book, except for the last exercise date where the registration book will be closed 21 days before the last exercise date. 2. Subscription Period The warrant holders who wish to exercise the warrants must notify the exercise between 9:00 am. to 4:00 pm.during the period of 5 days before the relevant exercise date. Except the last exercise period a warrant holder may notify the exercise 15 days before the last exercise date. The company shall notify information through ELCID/SET SMART of the SET at least 5 days prior to the first date of each notification period. Exercise Procedures and Exercise Place The procedure will be divided into 2 cases. 1. Exercise using scrip will need to use the following documents. -Letter of intent to exercise the warrant (the letter of intent can be picked up at the company's office) -Warrant Certificate, which has been signed as transferor by the owner or the SET Substitution Form (in case of warrant certificate is lost) with the same number indicated in exercise notice form. -Pay the amount by check, cashier check, or draft, which can be cashed in Bangkok within 2 business days after exercise date. Make check payable to "CH. Karnchang Public Company Limited for subscription" -For Natural Person : Copy of Identification Card / Copy of Passport which has been certified. For Juristic Person : Copy of Company Certificate. 2. Exercise without script (Scripless) will need to use the following documents. -Letter of intent to exercise the warrant (the letter of intent can be picked up at the company office) -Transfer Form to transfer warrant into the account in order to be able to exercise the warrant in the amount according to the Letter of intent. The form will be submitted to Thailand Securities Depository Co., Ltd. (TSD) via individual's broker in order to receive the warrant certificate. -Pay the amount by check, cashier check, or draft which can be cashed in Bangkok within 2 business days after exercise date. Make check payable to "CH. Karnchang Public Company Limited for subscription" -For Natural Person: Copy of Identification Card / Copy of Passport which has been certified. For Juristic Person : Copy of Company Certificate. Warrant holder can declare the intention to exercise the right at the address below. CH. Karnchang Public Company Limited 587 Viriyathavorn Bldg., Sutthisarn Rd., Dindaeng, Bangkok 10400Tel. 0-2275-0026 Exercise Conditions 1.The number of the certificates to be exercised shall be in the prime number and to buy at least 100 ordinary shares (or to buy the entire amount left in case such an amount would be less than 100 shares). The exercise ratio is 1 warrant to 1 share of the Company unless it may be adjusted according to the adjustment of exerciseprice and exercise ratio under clause 1.5 of the prospectus. 2.Non-Thai warrant holders can exercise the warrant to buy the ordinary share up to the foreign limit. The Company will not issue ordinary shares to any non-Thai warrant holders whose the exercise will cause their holding to exceed 25% of total number of shareholders of the Company. 3.The holder of rights warrant certificates or the replacement of rights warrant certificates is subject to any stamp and duty liability as well as rules and regulations regarding the exercise to buy new ordinary share. 4.Where the Company does not obtain the rights warrant certificates or the replacement of rights warrant certificates in full as specified in the exercise notice and/or does not receive the whole amount of payment as specified in the exercise notice and/or the Company finds that the exercise notice has been inaccurately or incompletely filled in by the holder of those certificates and/or has inadequate stamps and duties as required by relevant laws and regulations, the certificate holder shall rectify the found error. If the certificate holderfail to correct within the specified period, the Company shall deem that the notification of intention to exercise expire without any exercise and shall return the previously received payment with no interest reimbursement and the certificates to the holder by registered mail within 14 business days from the day succeeding the exercise date. Where the certificate holder pays only part of the exercise price, the Company reserves the right to proceed one of the following alternatives; a.Deem that the notification of intention to exercise expires without any exercise; or b.Deem that the number of shares subscribed is equal to the number of shares eligible in accordance with the actual payment the Company received given the prevailing exercise price; or c.Ask the certificate holder to pay for the remaining balance by the amount he/she wishes to exercise within the prevailing notification period. If the Company does not receive payment within such period, it shall be deemed that the notification of intention to exercise expires without any exercise. The Company shall return within 14 days the received payment and the rights warrant certificates or the replacement of rights warrant certificates the Company considered not exercise as set out in clause (a) and (c); or return within 30 days the remaining rights warrant certificates or the replacement of rights warrant certificates as set out in clause (b) to the certificate holder via registered mail fromthe day succeeding the exercise date without any interest reimbursement. The rights warrant certificates or the replacement of rights warrant certificates, which has not been exercised are still valid until the last exercise date. 5.When the certificate holder who wishes to exercise his/her rights has fully complied with all conditions governing the notification of intention to exercise - i.e. the certificate holder has delivered the rights warrant certificates or the replacement of rights warrant certificates and the exercise notice and payment in full, the exercise cannot be withdrawn except with the written consent of the company. 6.The company shall notify the list of new shareholder from exercise of warrant to Thailand Securities Depository Co., Ltd. Within 14 days after receipt of full exercise price with respect to each exercise period, the Company will apply with the Ministry of Commerce for the registration of increase in its paid-up capital in relation to the issue of new ordinary shares. 7.During the period that the warrant holder intend to exercise his/her rights to a day prior to the date that the warrant holder has his/her name appear in the shareholders list registered at the Ministry of Commerce, the company will treat that the right of those warrant holder as the same as warrant holders who are not intend to exercise their rights. The rights of warrant holders will equal to common share holders since the name of those warrant holders appear in the company shareholder list registered at the Ministry of Commerce. 8.Rights of new common shares from warrant exercise are equal to the existing common shares since the name of warrant holders appear in the shareholders list registered at the Ministry of Commerce as common shareholders. When the last exercise date expires but the warrant holder has not completely complied with all conditions governing the exercise, the warrant certificates and the replacement of warrant certificates shall be deemed to expire without exercise and the certificate holder cannot exercise his/her rights again. Adjustment of Exercise Price and Exercise Ratio The exercise price and exercise ratio will be adjusted throughout the term of warrant upon the occurrence of any of the following events (The formulas for the adjustment are stated under clause 1.5 in the prospectus). a)The Company changes the par value of its shares as a result of the split or consolidation of its issued shares. The adjustment will be immediately effective. b)The company offers new share to the existing shareholders and/or to the public with an average share price below 80% of the market share value. The adjustment shall take effect immediately from the first XR date in case of right issue and/or the first offer date to general public, as the case may be. c)The company offers any new securities to the existing shareholders and/or to the public and the securities can be convertibleor have the right to purchase new common share (such as convertible debenture or warrant with right to buy common stock) with the exercise price below 80% of the market share value. The adjustment shall take effect immediately from the first XRdate in case of right issue and/or the first day on which such convertible/exchangeable securities are offered to general public,as the case may be.The market share value mentioned above is calculated from the money received from sell of convertiblesecurities less underwriting fee plus cash received from exercise divided by total underlyingcommon shares d)The company pays out dividend in some portion or all as common share to the shareholders. The adjustment to the exerciseprice and the exercise ratio shall take immediate effect from the first day on which the shareholders are not entitled to receivedividends (first date of XD sign). e)The company makes payment of dividends at the rate higher than 70 percent of the net profit after tax of the company for any accounting period between 2003 and 2005. The adjustment to the exercise price and the exercise ratio shall take immediate effect from the first day on which the shareholders are not entitled to receive dividends (first date of XD sign). f)In case any other event which will reduce or eliminate the benefit of the warrant holders and is not mentioned from a) to e), the company and Kim Eng Securities (Thailand) Public Company Limited together will determine the manner by which the exercise price and/or the exercise ratio shall be fairly adjusted and the rights and benefits of warrant holders are not adversely affected. g)The adjustment to the exercise price and the exercise ratio set out in paragraphs a) to e) above shall be calculated independently and shall be made in accordance with the respective occurrence of each circumstance in comparison with the Market Price. If more than one circumstance arise simultaneously, the adjustments shall be made in a respective following order of paragraph: a), e), d), b), c) and f) where a 3-decimal digit number for the exercise price and a 5-decimal digitnumber for the exercise ratio shall be maintained. h)The adjustment to the exercise price and the exercise ratio set out in paragraphs a) to e) above shall not cause an increasein the exercise price and/or a decrease in the exercise ratio, except for share consolidation. Any fraction of ordinary sharesarising from the exercise of Warrants (a 5-decimal digit number of the new exercise ratio) shall be disregarded. But if there is a fraction of Baht arising as a result of the new exercise ratio(a 3-decimal digit number) multiplied by the number of new ordinary shares issued upon the exercise of Warrants, the fraction will be disregarded without liability to any compensation or damages. A new exerciseprice after adjustment, which is below the par value shall take effect, except in the case where the Company is not permitted by law to issue shares at the price below the par value, then the par value shall be deemed the new exercise price. i)The Company will notify the warrant holders via R-SIMS regarding any adjustment to the exercise price and the exercise ratio made in accordance with adjustment of exercise price and exercise ratio subject in paragraphs a) to e) together with the details concerning the calculation method and the reason for which the adjustment has been made. The company will also notify SEC within 15 days from the date on which the cause of the adjustment has occurred. New Common Stock Issuance 1.In case that the warrant holders declare to exercise the warrant and intend to receive the share certificate, the company will sent the share certificate by registered mail to the warrant holders at the address appeared in the exercise notice of warrants to purchase ordinary share of the company within 45 days after the exercise date. 2.In case of scriptless, the procedure will follow the Thailand Securities Depository Co., Ltd. rule and regulation. In case that the company is unable to provide shares for the exercise of warrants 1.The Company will compensate the warrant holders who lodge the exercise notice during the relevant exercise period but the company is unable to provide for a sufficient number of reserved shares.The Company will not issue ordinary shares to non-Thai warrant holders who have exercised the warrants if the issue of new ordinary shares to those non-Thai warrant holders will cause non-Thai persons holding more than 25 percent of the total issued shares in the company. The Company will make payment of compensation by crossed cheque to be sent by registered mail to the address specified in the exercise notice within 30 days from the relevant exercise date. 2. Calculation for the loss compensation is done according to the following formula: Loss compensation for one unit of warrant = B * [MP-Price] whereas B = the number of ordinary shares that may not be issued and/ or increased according to the adjustment to exercise ratio per one unit MP = the weighted average market price of the ordinary shares of the Company for five consecutive business days before the relevant exercise date (The weighted average market price is equal to being the total trading value ofthe Company's ordinary shares divided by the total number of the Company's ordinary shares traded) Price 1 = the existing exercise price or the new exercise price (after any adjustment to the exercise price and/or the exercise ratio under clause 1.6 in the prospectus) In case the restriction above affects the non-Thai rights warrant holders who completely comply the exercise procedure not to be able to exercise their rights in the amount as specified in the exercise notice, the Company will not compensate or take any further actions to such non-Thai rights warrant holders. Transferring Restriction There is no transferring restriction for warrant certificates. However, the Company has a restriction regarding the transferring of the Company share according to the Article of Association Article 11 that states "The Company shall not issue shares to the non-Thai holders if it shall cause the non-Thai shareholders to hold shares in the Company in excess of 25%". Though, the Company may reserve the rights to amend the Company's Article of Association regards the transferring restrictions after issuing the warrants. The warrants' exercise condition will be affected by the amendment from the date of registration with the Ministry of Commerce. Others In case that there are share left after the last exercise the company will propose to the shareholders meeting. Financial Advisor Kim Eng Securities (Thailand) Public Company Limited Prepared By CH. Karnchang Public Company Limited