May 7, 2009
Subject : Notification of the adjustment to exercise ratio of ESOP Warrants No. 1/2007
To : President The Stock Exchange of Thailand
Copy to : Secretary-General
The Office of the Securities and Exchange Commission
According to the Annual General Meeting of Shareholders for 2009 of Asiasoft Corporation Public Company Limited (the "Company") held on April 23, 2009 passed a resolution to approve the dividend payment. The dividend shall be paid from the retained earnings and net profit of the company at the rate of Baht 0.63 per share. The dividend expenses are more than 80% of the net profit after income tax. This has affected on the benefit of ESOP warrant holders who has allocate according to the program regarding the issuance and offering for sale of the warrants to purchase ordinary shares to directors and employees of the Company (ESOP) No.1/2008. Therefore, the Company has to adjust exercise price and exercise ratio of ESOP Warrants as stated in Clause 6.2 (v), so the ESOP warrant holders shall not be decreased their rights as follows:
|
ESOP No.1/2008 |
Before adjustment |
After adjustment (excess of 80% of the net profit) |
| Exercise price (Baht per share) |
1.000 |
1.000 |
| Exercise ratio (warrant: ordinary shares) |
1:1.000 |
1:1.019 |
| Number of shares to be allotted (shares) |
15,278,000 |
15,568,282 |
Moreover, the new exercise price above is Baht 0.98 that is lower than par value of the Company's ordinary shares and in accordance with the regulation of the rights and duties of the issuer and the holders of warrants to purchase new ordinary shares of the Company No.1/2008 dated April 28, 2008 Clause 6.2 (viii) defined to use the par value of the Company's ordinary shares (par value is Baht1 per share) for new exercise price and due to some employees who have been allocated a number of warrants has resigned, so the remaining of the available warrants are 15,278,000 units and the ordinary shares for reserving the exercise ratio of ESOP after adjustment are 15,568,282 shares. The Company has allotted the ordinary shares to reserve for the exercise ratio of ESOP are 16,000,000 shares, so the Company needs not to allot the additional ordinary shares.
The adjustment of exercise price and exercise ratio of the case above shall be effective on the first day of XD sign posting or on April 24, 2009 onwards.
Please be informed accordingly.
Yours faithfully,
(Mr. Lertchai Kanpai)
Managing Director
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