ESSENTIAL DETAILS OF CONVERTIBLE DEBENTURES
THE UNION MOSAIC INDUSTRY PUBLIC COMPANY LIMITED
1.Objective of issuance : To comply with Debt Restructuring
Contract between the Company and
Thai Asset Management Corporation
and TISCO Finance Plc. (Debt
Restructuring Contract).
2.Detail of convertible debenture :
Type : Convertible debenture without
collateral with specific holder and no
representative of debenture's holder.
Maturity : 5 years counted from the date of
issuing debenture.
Number of convertible debenture issued : 160,000 shares (one hundred and
sixty thousand shares).
Par value : 1,000.00 Baht each (one thousand Baht).
Sales price per shares : 1,000.00 Baht each (one thousand Baht).
Total values : 160,000,000.00 Baht
Date of issuing : When approval has been granted by
the Office of the Security and
Exchange Commission, which expect
to be within September 30th, 2003.
Maturity date : 5 years counted from the date of
issuing debenture.
Collateral : Without collateral.
Interest payment date : Interest payment twice a year, every 6
months counted from the date of issuing
convertible debenture.
Interest rate : Float interest rate equal to interest
rate specified in Debt Restructuring
Contract of the Company, which is
MLR of Thai Asset Management
Corporation minus one percent year.
Conversion ratio : 1 convertible debenture per 100
common shares.
Converting price : 10.00 Baht
No. of common share issued to support the issuance of convertible debenture
: 16,000,000 shares (sixteen million shares}
Period of time for exercising right : Convertible debenture holders shall
exercise the right to convert
convertible debenture to common
shares every opening day of the
commercial bank during maturity period
of convertible debenture.
Sales offering : 144,744 shares of convertible
debenture will be first to offer for sales
to both Thai Asset Management
Corporation as debtors of the
Company and 15,256 shares to TISCO
Finance Plc. the other debtors before
the issuance of the debenture, for the
benefit of debt restructuring and to
comply with Debt Restructuring
Contract.
Right to purchase back debenture before maturity
: Issuers of debenture can purchase back
convertible debenture from Thai Asset
Management Corporation and TISCO
Finance Plc. amount 57,896 shares
and 6,104 shares accordingly within 3
months counted from the date of
issuing debenture with price 1,000.00
Baht each plus accrued interest
counted from the date of last interest
payment to the date the Company purchase
back plus return benefit in price
250.00 Baht each. And the issuers of
convertible debenture will have to
cancel convertible debenture that purchase
back immediately.
Right of issuers to redeem debenture before maturity
: Issuers of convertible debenture do
not have right to redeem convertible
debenture before maturity.
Limitation of transfer : Transfer of debenture no matter times
it take, it should be limited to the
persons that are former debtors of the
Company before the offer to sell
convertible debenture under the Debt
Restructuring Contract.
Affect of issuance convertible debenture : Since the number of shares that
prepare to support the right to convert
convertible debenture will be 50
percent of number of all issue and
paid up of the Company. If right has
been exercised to purchase all of
common share, it will have an impact
to shareholders of the Company in the
matter of ratio of ownership or right to vote
(control dilution) of shareholders and
the price to exercise the right to
convert debenture will be lower than
the market price, which will create the
affect on price (price dilution) as the
Followings:
1. The affect to original shareholders
in decreasing of ratio of ownership or
right to vote of original
shareholders (control dilution). In
case right to convert convertible
debenture has all been exercised
by calculating from issue and paid
up of present capital.
Total amount of shares that all have been paid up. = 32,000,000 shares x (par value of
10.00 Baht each).
Total amount of shares that all come from exercising right = 16,000,000 shares x (par value of
10.00 Baht each).
Total number of shares after right has been exercised. = 48,000,000 shares x (par value of
10.00 Baht each).
Ratio of original shareholders after right has been exercised = 66.67 percent
2. The affect to price of share (price
dilution) when right to convert
debenture has been exercised will
have an impact to price of share and
since debenture holders can exercise
their rights every day, the calculation
of impact to price of share has been
calculated using the assumption from
marketing, which was the closing price
of the Company at August 19th, 2003
and under the assumption that
debenture holders exercise their right
to convertible debenture immediately
after the allotment.
Market price Conversion price Average price
53.00 Baht 10.00 Baht 38.67 Baht
Amount of shares 32,000,000 16,000,000 48,000,000
Price (Baht) 1,696,000,00 160,000,000 1,856,000,000
Amount of all paid up shares = 32,000,000 shares or total market price 1,696,000,000.00 Baht
Amount of all right exercised shares = 16,000,000 shares or conversion price 160,000,000.00 Baht
Total amount of shares after exercising right = 48,000,000 shares or total market price (price dilution)
= 27.04 percent
Therefore the Board of Director and or the person that the Board of Director has been
appointed, has the right to set up details and other conditions of convertible debenture according to
regulation and condition of Debt Restructuring Contract of the Company.
