Energy
Absolute Public Company Limited (EA) will convene the
Bondholders’ Meeting No. 2/2025 for 14 bond series on 27 June 2025 at 14.00
hours in a hybrid format, to be held at the Office Building of Next Point
Public Company Limited (Grand Ballroom, 1st floor, No. 999/999, Moo
4, Ban Chalong Subdistrict, Bang Phi District, Samut Prakan province) and via
electronic media. The meeting has been rescheduled from 20 June 2025, due to
technical issues in quorum counting. Kiatnakin Phatra Bank PCL and Siam
Commercial Bank PCL, as the bondholder representatives, jointly agreed with the
company to cancel the previous meeting.
For this bondholders’ meeting, the company will separately count quorum
according to bond series issued simultaneously under the same terms and
conditions, dividing them into seven groups. However, votes from all
bondholders attending and voting will be counted together for Agenda Items 2
through 4, if each bondholder group approves the exemption for counting votes
jointly in Agenda Item 1. The matters for consideration are as follows:
(1) Granting an exemption for counting
votes jointly from all bond series with voting attendance (applicable only to the
bond series meeting the quorum requirement), with immediate effect for Agenda Items
2 through 4 of the Bondholders’ Meeting No.2/2025, including quorum counting by
bond groups;
(2) Granting
an exemption for the bond issuer’s non-compliance with the terms and conditions
for not closing the bondholder register for convening the bondholders’ meeting
and for calling the bondholders’ meeting less than seven days before the
meeting date;
(3) Extending the maturity periods of all 14 bond series by seven
years, with interest rate increase of 0.50 percent per year throughout the
extended periods, and providing for principal repayment in seven annual
installments, with the final installment payable on or before the extended
maturity dates, as follows:
Installments 1-6:
10 percent of the principal value at bond issuance dates;
Installment 7: 40 percent of the
principal value at bond issuance date.
Additionally, the bond issuer may
redeem all or part of the bonds before the maturity dates during the extended
period.
(4) Granting
an exemption from an event of default under the terms and conditions for the
bond issuer’s proposal to the bondholders’ meeting for all 14 bond series to
restructure bond debt repayment by extending the maturity dates, granting of call
option rights, adjusting interest rates, and partial principal repayment, which
constitutes a form of debt payment indulgence for the bond issuer (applicable
only to 11 bond series: EA257A, EA259A, EA261A, EA269A, EA279A, EA281A, EA289A,
EA299A, EA301A, EA329A and EA331A).
The SEC requires that the bondholders’ representatives analyze the
benefits and shortcomings as well as the potential impacts on the bondholders
both in cases of approval and decline of approval for the above matters with
respective supporting reasons and the opinions of the bondholders’
representatives. The bondholders are, therefore, encouraged to thoroughly
review the information and exercise their rights to protect their own
interests. They should also make necessary inquiries to the bondholders’ representatives
to obtain comprehensive information before making a voting decision at the
bondholders’ meeting.
Remarks:
(1) Kiatnakin Phatra Bank Public Company Limited serves as the bondholders’
representative for 11 bond series, as follows:
- EA257A series, to be due on 10 July
2025
- EA259A series, to be due on 8
September 2025
- EA261A series, to be due on 20 January
2026
- EA279A series, to be due on 8 September
2027
- EA281A series, to be due on 20 January
2028
- EA297A series, to be due on 11 July
2029
- EA298A series, to be due on 15 August
2029
- EA299A series, to be due on 8 September
2029
- EA301A series, to be due on 20 January
2030
- EA329A series, to be due on 8
September 2032
- EA331A series, to be due on 20 January
2033
(2) Siam
Commercial Bank Public Company Limited is the bondholders’ representative for
two bond series, as follows:
- EA269A series, to be due on 29 September
2026
- EA289A series, to be due on 29 September
2028
(3) There
is no bondholders’ representative for one series (offered for sale to
institutional investors), as follows:
- EA26OA series, to be due on 16 October
2026