Nok Airlines Public Company Limited
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Enclosure 2 Nok Airlines Public Company Limited Notice of the Allocation of Newly Issued Ordinary Shares of the Company to the Existing Shareholders (Rights Offering) Subscription Period 16 – 20 October 2017 Nok Airlines Public Company Limited Part 1- Information Regarding the Allocation of Newly Issued Ordinary Shares 1. Name and Address of the Company Name : Nok Airlines Public Company Limited Location : 183 Rajanakarn Building, 17th Floor, South Sathorn Road, Yannawa, Sathorn, Bangkok 10120 Website : https://www.nokair.com 2. Date and Number of the Board of Directors’ Meeting and the Shareholders’ Meeting that Approved the Allocation of Newly Issued Ordinary Shares The Board of Directors’ Meeting : No. 8/2017 on 10 August 2017 The Extraordinary General Shareholders’ : Extraordinary General Shareholders’ Meeting No. Meeting 1/2017 on 20 September 2017 3. Details of the Allocation of Newly Issued Ordinary Shares The Extraordinary General Shareholders’ Meeting No. 1/2017 of Nok Airlines Public Company Limited (“the Company”) held on 20 October 2017 at 9.00 AM, at Jupiter Room, 3rd Floor, Miracle Grand Convention Hotel has passed a resolution to allocate the newly issued ordinary shares of the Company not exceeding 1,135,999,882 shares with a par value of Baht 1 each. The allocation of newly issued ordinary shares not exceeding 1,135,999,882 shares shall be offered to existing shareholders of the company in proportion to their shareholding (Rights offering) at the ratio of 1 existing ordinary share to 1 newly issued ordinary share at the offering price of Baht 1.50 per share. The existing shareholders who entitled to receive the Rights Offering shall be the shareholders whose names appear in the share register book on 28 September 2017 (Record Date), whereby the Company shall close its share register book on 29 September 2017 to collect the name of the shareholders pursuant to Section 225 of the Securities and Exchange Act B.E. 2535 (including its amendments). The subscription period for the newly issued ordinary shares shall be between 16 - 20 October 2017 (total 5 business days). The details of share issuing and offering are as follows: Type of shares : Ordinary shares Registered capital : Baht 1,292,249,882 divided into 1,292,249,882 ordinary shares with the par value of Baht 1 per share Registered capital after capital : Baht 2,499,249,882 divided into 2,499,249,882 ordinary increase (including the exercise of shares with the par value of Baht 1 per share/1 NOK-W1) Current paid-up capital : Baht 1,135,999,882 divided into 1,135,999,882 ordinary shares with the par value of Baht 1 per share Amount of capital increase (in case : Baht 1,135,999,882 divided into 1,135,999,882 ordinary existing shareholders subscribe all of shares with the par value of Baht 1 per share Page 2 Nok Airlines Public Company Limited the newly issued ordinary shares) Paid-up capital after capital increase : Baht 2,271,999,764 divided into 2,271,999,764 ordinary (in case existing shareholders shares with a par value of Baht 1 per share/2 subscribe all of the newly issued ordinary shares) Number of shares offering : Not exceeding 1,135,999,882 shares Offering price : Baht 1.50 per share Allocation ratio : 1 existing ordinary share is entitled to subscribe for 1 newly issued ordinary share The existing shareholders are entitled to subscribe for the newly issued ordinary shares in excess of their entitlements only if there remains unsubscribed share from the allocation to all existing shareholders in proportion to their respective shareholdings. The unsubscribed shares shall be allocated to oversubscribing shareholders in proportion to their respective shareholdings and reallocated until there is insufficient share for allocation. Allocation Method : The Company shall allocate not exceeding 1,135,999,882 shares with the par value at Baht 1 per share to the existing shareholders proportionate to their respective shareholdings (Rights Offering) at the ratio of 1 existing ordinary share to 1 newly issued ordinary share at the offering price of Baht 1.50 per share. Remarks: /1 Total registered capital of 2,499,249,882 Baht consist of current registered capital of 1,292,249,882 Baht, capital for the offering to existing shareholders total 1,135,999,882 Baht and capital for accommodation the exercise of NOK-W1 total 71,000,118 Baht /2 Paid up capital after the offering to existing shareholders for 2,271,999,764 Baht consist of current paid up capital of 1,135,999,882 Baht, Capital from the offering to existing shareholders total 1,135,999,882 Baht (in case existing shareholders subscribe all of the newly issued ordinary shares). However, the paid up capital does not taking into the account of the exercise of NOK-W1. 4. Allocation of the Newly Issued Ordinary Shares 4.1 In the case that a shareholder subscribes for the newly issued ordinary shares pursuant to his/her entitlement or less than his/her entitlement, such shareholder shall be fully allotted of all newly issued ordinary shares for which he/she has subscribed. Page 3 Nok Airlines Public Company Limited 4.2 In the case that a shareholder subscribes for the newly issued ordinary shares in excess of his/her entitlement, such shareholder shall express an intention to subscribe for the newly issued in excess of his/her entitlement in the subscription form for newly issued ordinary shares form at the same time as the subscription for the newly issued ordinary shares pursuant to his/her entitlement. In the case that there are newly issued ordinary shares remaining from the allocation pursuant to the rights, the oversubscribing shareholders will receive the allocation of oversubscribed shares, as follows: a) In the case that the number of remaining newly issued ordinary shares exceeds the demand of all oversubscribing shareholders; those oversubscribing shareholders will receive the allocation of all oversubscribed shares pursuant to their respective demands. b) In the case that the number of remaining newly issued ordinary shares is less than the demand of all oversubscribing shareholders, those oversubscribing shareholders will receive the allocation of oversubscribed shares in proportion to their respective shareholdings, pursuant to the following formula; Number of oversubscribed shares to be allocated = Number of remaining newly issued ordinary shares after the allocation pursuant to the rights x Respective shareholding of each oversubscribing shareholder Example Total newly issued shares equals 2,000 shares less subscribed shares according to respective rights of each shareholder of 1,400 shares; resulting in 600 remaining shares: Respective Number of Number of shares Number of newly issued shareholding shares allotted subscribed (shares) ordinary shares Shareholders (%) pursuant to the Pursuant to In excess of oversubscribed to be right (shares) the right the right allocated Shareholder A 20 400 400 300 600 x 20% = 120 Shareholder B 35 700 100 - - Shareholder C 35 700 700 400 600 x 35% = 210 Shareholder D 10 200 200 50 600 x 10% = 60* Total 100 2,000 1,400 750 390 Number of newly issued ordinary shares to be allocated after disregarding the fraction: Number of newly issued ordinary shares oversubscribed Total shares to be allocated (shares) allocated Shareholders In excess of the right Pursuant to the right (First round) Shareholder A 400 120 520 Shareholder B 100 - 100 Shareholder C 700 210 910 Page 4 Nok Airlines Public Company Limited Number of newly issued ordinary shares oversubscribed Total shares Shareholders to be allocated (shares) allocated Shareholder D 200 50* 250 Total 1,400 380 1,780 * Number of newly issued ordinary shares to be allocated shall not exceed the number of shares subscribed by each shareholder c) The number of newly issued ordinary shares to which each oversubscribing shareholder is entitled to be allocated shall not exceed the number of shares subscribed and fully paid for by such shareholder. d) In the case that there are newly issued ordinary shares remaining after the allocation pursuant to (b) above, the remaining shares shall be reallocated to each of the oversubscribing shareholders pursuant to (b) e) The Company shall reallocate newly issued ordinary shares to the oversubscribing shareholders according to the procedure prescribed in (b) until the number of newly issued ordinary shares is inadequately allocable to the existing shareholders in proportion to their respective shareholdings. In the case that there are newly issued ordinary shares remaining from the allocation in the final round, the Company will decrease its registered capital by cancelling the newly issued ordinary shares remaining from the Rights Offering. 5. The Record Date to Determine the List of the Company’s Shareholders Entitled to Subscribe for the Newly Issued Ordinary Shares 28 September 2017 6. Closure Date of Share Register Book to Compile the List of Shareholders Entitled to Subscribe for the Newly Issued Ordinary Shares under the Rights Offering Pursuant to Section 225 of the Securities and Exchange Act 29 September 2017 7. Subscription Period and Payment Method 7.1 Subscription Period During 16- 20 October 2017, from 9.00 A.M. – 3.30 P.M. (only on the business day of the Stock Exchange of Thailand (“SET”)) 7.2 Place for Subscription and Payment Asia Plus Securities Company Limited (“Subscription Agent”) 9th Floor, Sathorn City Tower 175 South Sathorn Road, Thoong Maha Mek, Sathorn, Bangkok 10120 Tel. 0-2680-1327 0-2680-1715 Fax: 0-2680-1733 ** The Company by Subscription Agent shall not accept subscription by fax or mail in all cases** Page 5 Nok Airlines Public Company Limited 8. Method of Subscription and Payment The shareholders who wish to subscribe for the newly issued ordinary shares must clearly and correctly complete and sign the Subscription Form for Newly Issued Ordinary Shares by specifying the number of shares to subscribe pursuant to their rights as determined in Certificate of Subscription Entitlement, issued by the Thailand Securities Depository Company Limited (Enclosure No.