Details of ESOP-W4
Annex 1
Details of ESOP-W4
Details of the Project for the Offer for Sale of Warrants to Purchase the Ordinary Shares of Major Cineplex Public Company Limited to Directors and Employees (ESOP Project).
1. Objective and necessary of offering securities to the directors and employees of the Company is in order the directors to build the ownership feeling in the Company and in order to reward to directors whom wish to ties with the Company and dedicated to the Company, in which being part of keeping high ability and efficiency personal plan, and to motivate the performance of the directors. Warrant to be issued is for the term of 5 years from the date of issuance and offer, total of 15,000,000 units, ordinary shares will be reserved for exercise is 15,000,000 shares (at one baht par value), represents 1.70 percent of 879,932,619 baht of Company issued shares.
Warrant issuing and offering to the Company's directors and employees shall be completed within 1 year from the date on which the program is approved by the Securities and Exchange Commission (Office of the SEC). The Company assume that the money received shall be used as the Company current asset.
2. Details of issuance securities
| Type of securities offer: | Warrants to purchase ordinary shares of the Company, with registered in a name certificate and non- transferable. |
| Number of Warrants to be offered: | 15,000,000 units. |
| Offering Price per Unit: | baht 0 (Zero baht) |
| Term: | Not exceedng 5 years from the date of issued and offered (termination will be and on November 15, 2013). |
| Exercise Ratio: | One unit of warrant to one ordinary share. |
| Exercise Price to Purchase Share: | The Exercise Price is Market Price which is the average of the closing price for 30 working days after to the meeting date of the Annual Ordinary Shareholder Meeting No.7/2008 which held on April 4, 2008. (prior to the date of issuing and offering warrant). |
| Issuance shares for exercise: | 15,000,000 shares (at par value of one baht), represent 1.70 percent of the Company issued shares. |
| period of Offering: | Offering shall be completed within 1 year from the date on which the program is approved by the Office of SEC. |
| Issuance and Offering date: | The Company's Board of Directors and/or the person assigned by Board of Directors will determine the date of issuance and offering of warrants after the program has been approved by the Shareholder Meeting and the Office of SEC. |
| Exercise Period: | Director of the Company shall exercise the rights as below: Part 1 - 30% Part 2 - 30% Part 3 - 40% In case that the exercisday is holiday, it shall extend to the following day except the last exercise day is the holiday, it shall change to the last day prior to the exercise day. Director of the Company who receives the warrant can collect/postpone to exercise the right for 5 years from the date of issuing warrant. To exercise the warrant rights, the Board lot shall be comprised to the last exercise right. |
3. Effects upon Shareholders from Offer for Sale ESOP-W4
Effects upon offer for sale the warrants to the directors of the Company will be effecting the Existing Shareholders sharing of profit and to reduced control dilution of 1.68% in case warrants are exercised as calculated from the presently shares sold:
| Number of the total issued shares (sold out) = | 879,932,619 shares (par value of Baht 1 each) |
| Number of all shares from warrant exercise= | 15,000,000 shares(par value of Baht 1 each) |
| Total number of shares after warrant exercise = | 894,932,619 shares(par value of Baht 1 each) |
| Ratio of the existing shareholders after warrants exercised = | 98.32% |
After exercise, it may effect the market price of share of price dilution because of the exercising price will be the average of the closing price for 30 working days after the meeting date the Annual Ordinary Shareholders Meeting No. 7/2008 which will be on April 4, 2008, that on the exercising date the market price may be changed.
Rights of Shareholders in Opposition of Offering for Sales of Warrants to Directors or Employees
The Issuance and offering of warrants to directors or employees shall to be approved by the Shareholders' Meeting with votes of not less than three quarters of all votes of shareholders attending the meeting and having the right to vote and must not be opposed by shareholders with an aggregate number of shares exceeding 10% of all votes of shareholders attending the meeting. In case of issuance of offering warrants to any director or employee at the rate exceeding five percent of all warrants offered, the Shareholders Meeting will consider the offer for sale with approval on an individual basis and the resolution must have not less than three quarters of all votes of shareholders attending the meeting and having the right to vote and must not be opposed by shareholders with an aggregate number of shares exceeding 5% of all votes of shareholders attending the meeting.
4. Rules of Allotment
Qualification of the persons eligible to the subscription of warrants.1. Being the director of the Company on the dateof allotment and on exercise the right.
2. Being selected director of the Company who makes contribution to the Company (as the case may be).
3. Number of warrants to be allocated by the Board of Director of the Company to each director, will not necessary in the same number. It may varied upon the position, experience, year of services, working performance and potential, and including the benefit providing to the Company.