Attachment 1
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Attachment 1 (F 53-4) (Translation) Capital Increase Report Form Superblock Public Company Limited January 8, 2015 (Amendment) (The amendments shown with blue text) We, Superblock Public Company Limited hereby report of the resolution of the board of directors No. 1/2015, held on January 8, 2015 from 12.15 to 13.00 , relating to a capital increase/ share allotment as follows: 1. Capital increase: The Board’s meeting passed the Company’s registered capital from Baht 2,630,603,932 to Baht 3,132,825,745 by issuing 5,022,387,980 new ordinary shares with a par value of Baht 0.10 each, totaling Baht 502,238,798. Details of the types of capital increase as follows: Capital Increase Type of No. of Share Par value Total Share (Shares) (Baht /share) (Baht) Specifying the purpose of Ordinary 5,022,387,980 0.10 502,238,798 utilizing proceeds Preferred - - - General Mandate Ordinary - - - Preferred - - - 2. The Allotment of new shares: 2.1 Details of the allotment: (Par Value: 0.10 Baht) Allocated to Shares Ratio Sale price (per Subscription and (old/new) share) payment period 1) Allocated to the existing Not exceed 20 : 1 1.70 From March 23, shareholders (Right 1,007,462,660 2015 to March ,27 Offering). 2015 The name list of shareholder for the right to subscribe the offering on January 22, 2015 and the shareholder list as specified in section 225 of the Securities and Exchange Act should be complied by the closing date of the shareholder register book on January 23, 2015. 2) Allocated to the persons and/or Remaining - 2.50 Within 12 months to the institutional investors on a shares from after the date of private placement basis offering to the the approval from existing the meeting of shareholders shareholders 3) Allocated to the persons and/or Not exceed - 2.50 Within 12 months to the institutional investors on a 2,000,000,000 after the date of private placement basis the approval from the meeting of shareholders 4) The existing shareholders who Not exceeding Please see Warrants have Please see subscribe for the Right Offering 2,014,925,320 remark no sale price Attachment No.2 shares for reserve the exercise of no.2 and exercise the warrant Series 3 ( SUPER-W3) price is Baht 4.00 per share. * or 1 existing share before split PAR : 10 new shares after split PAR equal to Baht 1.70 per share after the Company has changed in the par value of shares already. Remark 1. In case where the existing Shareholders have not subscribed all of the said allotted ordinary shares or there are remaining unsubscribed shares in any case what so ever, the said remaining shares shall be allotted and offered to the existing Shareholders, who have subscribed and made payment for the ordinary shares for the amount in excess of their entitlements, together with the subscription and payment of the ordinary shares as subscribed under Clause 1), at the price which is the same offering price under Clause (1), whereby the Managing Director is authorized to consider the allotment and offer of the said remaining shares to the existing Shareholders, who have subscribed and made payment for the ordinary shares for the amount in excess of their entitlements, under the following criteria and conditions: (a) In case the number of the ordinary shares as subscribed by the existing Shareholders for the amount in excess of their entitlements aforesaid is more than the number of the remaining shares, the allocation of the remaining shares in the shareholders who have subscribed for shares exceeding their rights in proportion to the number of shares held by each existing shareholder rights . If there is any fraction of ordinary shares as computed from the said allotment, it will be disregarded. Use this method of allocation until the allotment by the number of shares remaining complete. Provided that the Company shall return the subscription money without interest for the amount covering the un-allotted additional number of the ordinary shares of the relevant existing Shareholders within 14 days from the closing date for the subscription. (b) In case the number of the ordinary shares as subscribed by the existing Shareholders for the amount in excess of their entitlements is less than the number of the remaining ordinary shares, such remaining ordinary shares shall be allotted to all those existing Shareholders who have subscribed the shares in excess of their entitlements and paid for the subscription price. 2. Not exceed 2,014,925,320 newly issued ordinary shares shall be allocated as a reserve of underlying ordinary shares to support the exercise of the warrants to purchase ordinary shares of Superblock Public Company Limited Series 3 (SUPER-W3). The SUPER-W3 shall be allocated proportionately to existing shareholders of the Company who subscribe for the Right Offering shares ,details as follows; Former New (Par value Baht 1.00 per share) (Par value Baht 0.10 per share) After the par value alteration Number of shares to support the exercise of the warrant 201,492,532 shares 2,014,925,320 shares Series 3 ("SUPER-W3) 20 : 1 : 2 20 : 1 : 2 Subscription rate (existing shares : new share : warrant) (existing shares : new share : warrant) Exercise price Baht 40.00 per share Baht 4.00 per share Decimal fractions of shares or Warrants derived from calculations shall be cancelled 3. In the event that there are new ordinary shares remaining from the allocation to the existing shareholders on a pro rata basis as set out in above (1), the remaining shares shall be allocated and offered to the private placement investors and/or institutions as set out in above 2) as defined the Notification of the Capital Market Supervisory Board Tor Chor 28/2551 re: the application for and the permission to issue and offer new shares for sale (as amended) (the "Tor Chor 28/2551 Notification"). The Private Placement subscriber(s) shall not be connected persons of the Company , details as follows; Page 2 of 14 Former New (Par value Baht 1.00 per share) (Par value Baht 0.10 per share) After the par value alteration Number of shares remaining Number of shares allocated to Number of shares remaining from from allocated to the existing the private placement allocated to the existing shareholders shareholders The offering price Baht 25.00 per share Baht 2.50 per share Furthermore, in the event of a capital increase , and as a result, investors and/or institutions have such shares have an obligation to make a tender offer for all securities of the Company pursuant to the Notification of the Capital Market . 12/ 2554 Re: Rules. Conditions and Procedures. The Acquisition of Securities for Business Takeovers dated 13 May 2012 , with effect from June 1, 2012 will be conducted in order to meet the criteria set out in all respects. The private placement and /or Institutional investors will not be entitled to allotment of warrant Series 3 (SUPER-W3). 4. The offered price to the private placement at the offering price 25.00 Baht per share or Baht 2.50 per share, after the par value alteration. Calculated by referring to the weighted average trading price of its shares on the Stock Exchange and 7 days before the date of the Board of Directors’ Meeting ("market price") is valued at no less than 90 percent of the market price announced by the Notification of the Securities and Exchange Commission, No.Kor.Jor.12/2543. The offer for sale shall be accomplished within 12 months from the date of the approval from the meeting of shareholders, the offer for sale can be preceded once or several times, for the Company by gain the most interest, by determining the situations of fund market and capital market. 7 days Trading price before the date of the Board of Directors’ Meeting Date Close Volume Close X Volume (Shares) 25/12/2014 16.90 9,132,200 154,334,180.00 26/12/2014 16.90 11,120,747 187,940,624.30 29/12/2014 16.60 3,907,420 64,863,172.00 30/12/2014 17.10 6,864,920 117,390,132.00 5/1/2015 18.10 13,454,800 243,531,880.00 6/1/2015 19.10 38,650,782 738,229,936.20 7/1/2015 18.80 46,666,404 877,328,395.20 The weighted average trading price of 7 Days is 18.36 Baht/Share The weighted average trading price of 5 Days is 18.63 Baht/Share (As defined by the SUPER-W1 and SUPER-W2) The Company set the offering price as follows; Par Value after the par value alteration 1 Baht/Share Par Value 0.10 Baht/Share 1. The offering price to the existing shareholders 17.00 1.70 2. The offering price to the private placement investors 25.00 2.50 3. The exercise price of SUPER-W3 40.00 4.00 Page 3 of 14 Although, the offering price to the existing shareholders is 93% of the weighted average trading price of 7 Days and the offering price to the private placement investors is more than the weighted average trading price of 7 Days. The exercise price of SUPER-W3 is more than the weighted average trading price of 5 Days including the offering price to the existing shareholders is 91% of the weighted average trading price of 5 Days. Therefore, do not qualify to right adjustment of SUPER-W1 and SUPER-W2. The company will adjust the exercise price and the exercise rate of SUPER-W1 and SUPER-W2 after the Company has registration of change in the par value.