The adjustment to exercise price and ratio of ESOP
25 August 2004
-Translation-
AIS-CP 103/2004
August 25, 2004
Subject: Notification of the adjustment to exercise price and
exercise ratio of ESOP Warrants Grant I, II and III
To: President
The Stock Exchange of Thailand
According to the Board of Directors' Meeting of Advanced Info
Service Public Company Limited (the "Company") No. 4/2004 held
on August 13, 2004 passed a resolution to approve the dividend
payment for the first half of 2004 to shareholders at the rate
of 2.15 Baht per share, totaling 6,324.76 million Baht to the
shareholder of the company.
Upon the resolution, the Company has announced to distribute the
dividends in excess of 50% of the net profit after income tax.
This has affected on the adjustment to exercise price and exercise
ratio of warrants to purchase the Company's ordinary shares, which
were offered to directors and employees of the Company (ESOP)
Grant I, II and III as stated in Clause 2.6 (v) of the Prospectus
offering the ESOP Program of the Company. The ESOP warrant holders
shall not be decreased their rights. The adjustment to exercise
price and exercise ratio of ESOP Warrants were shown as follow;
ESOP Grant I Before adjustment After adjustment
Exercise price (Baht per share) 47.402 47.147
Exercise ratio (warrant:common shares) 1:1.01261 1:1.01751
Number of shares to be allotted (shares) 6,194,022 6,270,507*
ESOP Grant II Before adjustment After adjustment
Exercise price (Baht per share) 42.840 42.634
Exercise ratio (warrant:common shares) 1:1.01261 1:1.01751
Number of shares to be allotted (shares) 7,109,861 7,203,970*
ESOP Grant III Before adjustment After adjustment
Exercise price (Baht per share) 91.79 91.348
Exercise ratio (warrant:common shares) 1:1 1:1.00484
Number of shares to be allotted (shares) 8,999,500 9,043,057*
Number of additional shares to be Total 214,151
allotted after adjustment of exercise
price and exercise ratio of ESOP (shares)
* calculated from the remaining of unexercised warrants
The new exercise price and new exercise ratio shall be effective
immediately on August 25, 2004 or the first day of XD sign posting onwards.
As a result, provided that, the Company currently has sufficiently
reserved shares for the exercise of ESOP warrants. The Company,
therefore, will allot the additional shares to reserve for the new
exercise ratio of ESOP Grant I, II and III in the next shareholders' meeting.
Please be informed accordingly.
Yours sincerely,
-Signed-
Mr. Pong-Amorn Nimpoonsawat
Chief Financial Officer
Advanced Info Service Public Company Limited