ข่าวแจ้งตลาดหลักทรัพย์

Details of Warrants to Be Offered to Existing Shareholders Details of Warrants Type of warrants : Warrants No. 1 for ordinary shares in CH. Karnchang Public Company Limited Number of issued warrants : 210,000,000 units Offering price per unit : None (Baht 0 per unit) Allocation method : To be allocated to the existing shareholders in the Company as per the name list on the date of closing the share register book to suspend share transfer as at October 17, 2003, at the rate of 5 ordinary shares per 1 unit of warrant (any fraction of the number of shares shall be rounded off). Exercise ratio : 1 unit of warrant will be entitled to purchase 1 ordinary share. Exercise price per unit : Baht 4.50. Term of warrants : 3 years from the issuance date as specified in the warrants. Exercise period : On a quarterly basis during the business hours of the last day of the month. Secondary market for warrants : The Company will have these warrants for ordinary shares listed on the Stock Exchange of Thailand. Restriction of transfer : None. Number of shares reserved for exercise of warrants : 210,000,000 shares or 20.00 percent of shares issued and paid up. Details of Warrants for the Employee Stock Option Plan (ESOP) Objectives ? To offer participation in ownership of the Company to directors and employees so as to enhance their work performance; ? To remunerate directors and employees who have shown willingness, commitment and contribution towards the Company; ? To keep skilled and productive personnel to continue to work with the Company. Details of Warrants to Be Offered to Directors and Employees Type of warrants : Warrants No. 1 for Ordinary Shares in CH. Karnchang Public Company Limited Number of issued warrants : 52,500,000 units Offering price per unit : None (Baht 0 per unit) Allocation method : To be allocated to directors and employees. Exercise ratio : 1 unit of warrant will be entitled to purchase 1 ordinary share. Exercise price per unit : Baht 4.50. Term of warrants : 3 years from the issuance date as specified in the warrants. Exercise period : On a quarterly basis during the business hours of the last day of the month. Secondary market for warrants : The Company will have these warrants for ordinary shares listed on the Stock Exchange of Thailand. Restriction of transfer : None. Number of shares reserved for exercise of warrants : 52,500,000 shares or 5.00 percent of shares issued and paid up. Allocation of warrants to the Company's directors : List of the Company's directors to whom warrants will be allocated: 1. Mr. Thavorn Trivisvavet 2. Mr. Plew Trivisvavet 3. Mrs. Saikasem Trivisvavet 4. Mr. Narong Sangsuriya 5. Mr. Don Pramudwinai 6. Mr. Aswin Kongsiri 7. Mr. Vitoon Tejatussanasoontorn 8. Mr. Thawansak Sukhawun Each director will be allocated not exceeding 2,500,000 units of warrants. Allocation of warrants for employees : No allocation of warrants is made to any employee more than 5.00 percent. Possible Effects on Shareholders (Price Dilution and Control Dilution) The offering of warrants to the Company's directors and employees will not cause any effect on shareholders at the time of issuing and offering, but upon exercise of warrants, the shareholders would sustain impact in relation to the market price of shares (price dilution). Case 1 Should directors and employees exercise 52,500,000 units of warrants for ordinary shares in the Company at the price of Baht 4.50 per share, whereas the market price of shares (closing price) as at October 17, 2003 amounts to Baht 5.75 per share (in the case that the par value is adjusted to Baht 1), and all ordinary shares sold by the Company totals 1,050,000,000 shares, the market price of shares would decline at the rate of 1.04 percent of the existing price. Case 2 Should directors, employees and the existing shareholders exercise all 262,500,000 units of warrants for ordinary shares in the Company at the price of Baht 4.50 per share, causing the total number of shares to increase to 1,312,500,000 shares, the market price of shares would decline at the rate of 4.35 percent of the existing price. Furthermore, the exercise of warrants would affect the profit sharing and voting rights of the existing shareholders (control dilution). Case 1 Should directors and employees exercise all 52,500,000 units of warrants and as at October 17, 2003, whereas all ordinary shares sold by the Company totals 1,050,000,000 shares (in the case that the number of shares varies in accordance with the fluctuations of the price and number of shares), the profit sharing and voting rights of the existing shareholders would decline by 4.76 percent of the existing profit sharing or voting rights. Case 2 Should directors, employees and the existing shareholders exercise all 262,500,000 units of warrants and as at October 17, 2003, whereas all ordinary shares sold by the Company totals 1,050,000,000 shares (in the case that the number of shares varies in accordance with the fluctuations of the price and number of shares), the profit sharing and voting rights of the existing shareholders would decline by 4.00 percent of the existing profit sharing or voting rights. Subscription The Company arranges for this securities offering for directors and employees of the Company without any underwriters. Criteria of Allocation The Company's Board of Directors and/or persons designated by the Board of Directors will determine a list of the Company's directors, executives and employees to whom ordinary shares will be allocated, and the number of ordinary shares to be allocated to each director, executive and employee. The consideration of allocation will be based on level, position, responsibility and remuneration, which the Company offers to the directors, executives and employees including a period of one year retroactively from the date on which this plan is approved by the Company's shareholders' meeting, so as to identify the estimated number of shares to be allocated to each person. Shareholders' Right to Object to Securities Offering for Directors or Employees The resolution of the shareholders' meeting that approves the securities offering for directors or employees shall require not less than three quarters of the total votes of shareholders present in the meeting and having voting right and no shareholder holding a total of shares exceeding 10 percent of the total votes of shareholders present in the meeting shall object to the securities offering. (Translation) (Translation)