Warrants To Directors And Employees (ESOP)
BackJun 19, 2006
SF 187/49
16 June 2006
Subject: Notification of the allocation of warrants to directors
and employees (ESOP)
To: President
The Stock Exchange of Thailand
Siam Future Development Public Company Limited would like to
report the Preliminary details of the allocation of warrants to purchase
ordinary shares of Siam Future Development Public Company Limited to be
offered to directors and employees (ESOP)
1. Purpose and rationale for the Issue
1.1 To motivate and remunerate the directors and employees for their
making best efforts for the success of the Company and its subsidiaries
in the past years
1.2 To implant the spirit of ownership in the Company among the employees
1.3 To reward the employees for their commitment and dedication to the
Company and its subsidiaries;
1.4 To retain all capable and efficient personnel to continue working with
the Company and its subsidiaries in the long term; and
1.5 To reserve and allocate the warrants to new employees as an incentive
in hope for their long-term services
2. Indicative features of the Warrants
Title :Warrants to purchase ordinary shares of Siam Future Development
Public Company Limited
Type :Registered and non-transferable Warrants. However, the Warrants
may be transferred by inheritance or to the warrant holders' legitimate heir or
representative or by any means as the Board of Directors or its designated
person thinks fit.
Offering method :Offering to more than 35 directors and employees of the
Company and its subsidiaries
Amount of Warrants :15,000,000 units
Amount of Shares reserved for the Exercise of Warrants :15,000,000 shares,
which is equal to 3.54 % of the Company's total issued and outstanding shares
Term :5 years commencing from the issuing date of the Warrants
Allocation :The Company's Board of Directors or its designated persons
shall set the eligibility criteria and/or list of directors and employees
eligible for allocation as well as amount of the allocated Warrants for each
person, including other relevant terms and conditions.
Offering Price :Baht 0
Exercise Ratio :1 warrant to 1 ordinary share. However, this ratio may
be changed subject to the adjustment of the exercise rights.
Exercise Price : The average price after 10 business days from XR
(the close of share register book for determining the rights of shareholders
to subscribe new shares is 25 July 2006) symbol shown.
Offering Period :The Company will allocate the Warrants to the directors
and/or employees of the Company and its subsidiaries within one (1) year after
the Office of the Securities and Exchange Commission (the Office of the SEC)
grants approval.
Exercise conditions:
1. 1 year after granted, the warrant holders can exercise not more than
40% of the warrants allocated.
2. 2 years after granted, the warrant holders can exercise not more than
70% of the warrants allocated.
3. After 3 years, the warrant holders can exercise 100% of the warrants
allocated.
Period of exercise: The warrant holders have to notify the company within 5
business days before the exercise date, which is the 30th day of every month
until the maturity date of the 5-year warrants. The first exercise date is 1
year after the warrants approved and granted by the SEC. If the exercise date
is the holiday of SET, the warrant holders can exercise the business day after.
Notes:
1. The Warrants which are left over from the exercise or are not exercised on
any exercise date may be carried forward to the next exercise date until the
end of the term of the Warrants.
2. The Warrants will have the last exercise period being 15 days prior to the
maturity of the Warrants.
3. Exercise restrictions
3.1 The warrant holder may not exercise all of the Warrants allotted if
the warrant holder resigns from being the director or employee of the Company
or its subsidiaries or his or her employment contract is terminated before
the Initial Exercise date of the Warrants.
If the warrant holder resigns or his or her employment contract is
terminated after the Initial Exercise Date, the warrant holder shall return all
unexercised Warrants to the Company by the day on which he or she ceases to be
the director or employee.
3.2 If the warrant holder dies, is lost, is sick or permanently disabled,
the warrant holder's legitimate heir or representative may exercise the
Warrants according to the terms and conditions specified.
3.3 If the warrant holder is terminated from being a director or
employee of the Company or its subsidiaries without proven guilty, he or
she shall remain entitled to exercise the Warrants at any time until the
Warrants become mature.
4. Allocation criteria and method
4.1 The Company will allocate the Warrants to the directors and employees
of the Company and its subsidiaries after the Office of the SEC grants approval.
4.2 The Warrants which are not exercised within the term of the warrants
(5 years from the issuing date) will be cancelled.
4.3 List of the directors or employees (to whom more than 5 percent of
the total Warrants are allocated) under the ESOP is set out below.
The Company's Board of Directors or its designated persons shall set
the list of the directors or employees whom more than 5 percent of the total
Warrants are allocated.
4.4 The following table shows certain details relating to the director who
receives the allocation of more than 5 percent of the total ESOP Warrants, e.g.
historical records of his meeting attendance for 2005 and total remuneration
received by him.
-NONE-
4.4.1 Potential benefits from the ESOP Warrants to be received by the
director in Table 4.4, calculated from a difference between the Exercise Price
and the market price.
-NONE-
4.4.2 Opinion of the Board of Directors and Remuneration Committee
N.A.
4.5 The qualifications of the directors and employees of the Company and
its subsidiaries who are eligible to be allocated warrants under this ESOP are
as follows:
(a) He or she must be a director or employee of the Company or its
subsidiaries on the date that the Warrants are issued.
(b) The amount of Warrants allocated to each director and employee may
vary depending on that person's job title, work experience, term of service and
potential as well as level of his or her contribution to the Company. The Board
of Directors or its designated person shall determine the list and eligibility
of the employees and directors, including the amount of Warrants allotted to
each of them and other relevant terms and conditions.
5. Adjustment of exercise rights
The Company may issue new ordinary shares in reserve for any adjustments of the
exercise rights and/or exercise ratio of the Warrants, which may be required
when any event occurs as specified in the relevant SEC regulations of
concerning the issue and offering of warrants.
6. Financial Support for directors or employees (if any)
- NONE-
7. Effects of this ESOP on the shareholders, including price dilution and
control dilution
7.1 Regarding the fact that the exercise price is the average price
after 10 business days from XR (the close of share register book for
determining the rights of shareholders to subscribe new shares is
25 July 2006) symbol shown, there is no price dilution.
7.2 If all the 15,000,000 Warrants are exercised , the profit sharing or
voting right of the existing shareholders would be reduced by 2.95 percent
of the previous profit sharing and voting right (control dilution).
8. Other information material to the investors' consideration (if any)
Investors in the Company's shares will receive benefits (in the form of
dividends and price appreciation) from the potential price appreciation
of the Company's shares as the directors and employees of the Company and its
subsidiaries will be increasingly motivated by this ESOP and will make their
best efforts to work for the Company.
9. Shareholder's rights to object the offering for sale of Warrants
9.1 Before issuing the Warrants, the Company must seek approval from the
shareholders by three-quarters or more of the total votes cast by all
shareholders present and eligible to vote at the meeting. Any shareholders
having in aggregate more than 10 percent of the total voting
rights of the shareholders present may oppose the ESOP if they wish so.
9.2 For directors or employees to whom more than 5 percent of the total
Warrants are to be allocated, the shareholders' meeting must adopt a resolution
to approve that allocation on a case-by-case basis. In all cases,
three-quarters or more of the total votes cast by all shareholders present and
eligible to vote at the meeting are required. Any shareholders having in
aggregate more than 5 percent of the total voting rights of the shareholders
present may oppose the ESOP if they wish so.
10. The Board of Directors or its designated person shall be responsible
for filing any application for approval with the relevant or competent authority
(such as the Office of the SEC). The Board of Directors or its designated
person shall also have the power to determine, add and amend any other related
rules terms and conditions, including the details relating to the Warrants,
and to take any necessary actions in order to apply for permission to issue
and offer the Warrants as required by applicable laws, the Office of the SEC
rules and regulations as well as recommendations from the Office of the SEC.
Please be informed accordingly.
Yours Sincerely,
(Mr.Somnuk Pojkasemsin)
President