BANPU Announces an Amendment to the Rights Offering Issuance

Banpu Public Company Limited (BANPU), a leading international versatile energy provider, reported a resolution from the Board of Directors on 20 July 2021 regarding an amendment of the rights offering, (which replaced the previous resolution on 30 June 2021), in conformity with the Notification of the Capital Market Supervisory Board No. TorChor. 34/2551 Re: Application for and Approval of Offering of Newly Issued Warrants and Newly Issued Underlying Shares dated 15 December 2008 (as amended) in which the total aggregate number of underlying shares reserved for the exercise of all warrants of the company shall not exceed 50% of the total paid-up capital of the company.

From the Board of Directors’ resolution, the Company’s registered capital will be increased by THB 5,074,581,513 from the existing registered capital of THB 5,074,581,515 to THB 10,149,163,028 at a par value of THB 1.00 per share. Newly issued ordinary shares will be offered to Banpu’s existing shareholders in proportion to their respective shareholdings at the ratio of 3 existing shares to 1 new share with allocation of not exceeding 1,691,527,171 shares at an offering price of THB 5.00 per share, and Banpu may reserve the right to exclude the allocation to shareholders whose holding of such share would cause the Company to be under the obligations of the laws of any jurisdictions. Existing shareholders are entitled to oversubscribe for the newly issued ordinary shares. The allotted subscribers will obtain registered and transferable warrants of 2 batches: BANPU-W4 and BANPU-W5 with the exercise ratio of 1 ordinary to 1 unit of warrant at an exercise price of THB 5 per share and THB 7.5 per share, respectively. BANPU-W4 and BANPU-W5 will be registered on the Stock Exchange of Thailand. The allocation of newly issued ordinary shares is detailed below:

• Allocation of not exceeding 1,691,527,171 shares at a par value of THB 1.00 per share for the Company’s existing shareholders in proportion to their existing shareholdings at the offering price of THB 5.00 per share.
• Allocation of Warrants Representing the Right to Purchase New Ordinary Shares of Banpu Public Company Limited No. 4 (BANPU-W4) in an amount not exceeding 1,691,527,171 units to existing shareholders who subscribed for and received the allocation of newly issued ordinary shares at the exercise ratio of 1 newly issued ordinary share to 1 unit of warrant at no charge. BANPU-W4 warrants have a one-year exercise period from the issuance date with an exercise price of THB 5.00 per share.
• Allocation of Warrants Representing the Right to Purchase New Ordinary Shares of Banpu Public Company Limited No. 5 (BANPU-W5) in an amount not exceeding 1,691,527,171 units to existing shareholders who subscribed for and received the allocation of newly issued ordinary shares at the exercise ratio of 1 newly issued ordinary share to 1 unit of warrant at no charge. The BANPU-W5 warrants have a two-year exercise period from the issuance date with an exercise price of THB 7.50 per share.

Mrs. Somruedee Chaimongkol, Chief Executive Officer of Banpu Public Company Limited said “The Board of Directors thoroughly considered the amendment of the rights offering aligning with the Notification of the Capital Market Supervisory Board as well as the utmost benefits of our stakeholders. The amendment results in the ratio of 3 existing shares to 1 new share with 2 batches of warrants: BANPU-W4 and BANPU-W5. This helps increase liquidity of the shareholders because of the shorter exercise period. Moreover, the amount of funding required from shareholders for exercising warrants is reducing. Banpu will maximize the capital gained from the rights offering to build up our business ecosystem for delivering Smarter Energy for Sustainability as well as create favorable long-term returns for our shareholders and investors.”

Banpu is going to propose the Board of Director’s resolution to Banpu’s Extraordinary General Meeting of the Shareholders No. 1/2021, which will be held on Monday, 9 August 2021, at 13.00 hrs. Banpu shareholders eligible for the rights offering must acquire shares before the XR sign is posted on 16 August 2021 or within 13 August 2021. The rights offering subscription period is from 6 to 17 September 2021.

This financing strategy is planned to generate sustainable growth, corresponding to global energy trends and Environmental, Social, and Governance (ESG) principles, in 3 core groups of businesses: Energy Resources, Energy Generation and Energy Technology under the Greener & Smarter strategy. It will support Banpu to achieve its target EBITDA of more than 50% from its greener energy and energy technology businesses by 2025.