28 April 2005
INFORMATION MEMORANDUM: STEC-W2
balance of the deposited Warrants to the subscribers within 45 days. In this circumstance,
the subscribers can sell the allotted warrants on the SET immediately after the SET has
granted permission for trading the Warrants of the Company on the SET or exercise their
warrants to purchase common shares.
In the circumstance that the company is unable to provide shares for the exercise of
warrants The Company shall compensate the Warrant holders in accordance with the
following principles:
1. The Company shall compensate to the Warrant holders who notify their intention to
exercise within each Notification Period and the Company cannot provide shares to
accommodate the exercise of their Warrants, unless as indicate in the Transferring
Restriction.
2. Such compensation as mentioned in 1 shall be made by an account payable cheque
and sent via registered mail within thirty (30) days from each registration book closing
date only.
3. The calculation of the loss that the Company agrees to compensate the Warrant holders
pursuant to 1 will be conducted in the following manner:
Compensation per 1 Warrant = B*[ MP - EP ]
where:
B = the number of common shares which unable to provid for
and/or increased in accordance with the Exercise Ratio
that is increased per 1 unit of Warrant.
MP = the weighted average price of the Company's common
shares on each Exercise Date, on which Warrantholders
intend to exercise their Warrants (weighted average price
of the Company's common shares is calculated from the
value of traded common shares divided by the number of
traded common shares in the SET)
EP = Exercise Price as indicated in the Warrants or New
Exercise Price in accordance with the conditions for
adjustment of Exercise Price and Exercise Ratio.
Transferring Restriction
Company has no transferring restrictions for warrant certificates unless:
1. The transfer of Warrant Certificates may not occur on the date when the Warrant
registration book is closed for the Last Exercise Date. The Company shall close the
Warrant registration book twenty-one (21) days prior to the last Exercise date.
2. The company shares are transferable except that the transferring will cause
foreign-shareholder proportion to be exceeded 49% of the company total shares
according to the Article of Memorandum of Association or in the portion that might
be amended onwards.
Silent Period (None)
Others (None)
Financial Advisor SCB Securities Company Limited
Prepared By Sino-Thai Engineering & Construction Public Company Limited