Earlier, ECF made a disclosure through the Stock Exchange of Thailand’s Electronic Listed Company Information Transmission System (SETLink) regarding the adjustment of rights in ECF-W5 resulting from changes to the par value of ECF shares, including a share consolidation (by increasing the par value from 0.25 baht per share to 5 baht per share), a rights offering to existing shareholders, and the allocation of newly issued ordinary shares to accommodate the exercise of ECF-W6 warrants. As a result, the exercise price and the conversion ratio of ECF-W5 into ECF ordinary shares were calculated to be 0.55 baht per share and 1 unit of ECF-W5 per 0.99 ordinary share, respectively.

ECF later provided additional clarification on the reasons for changing the exercise price from 0.55 baht per share to 5 baht per share that, at the time of the Extraordinary General Meeting of Shareholders No. 1/2024 convened on 11 July 2024 to seek approval of the issuance and offering of ECF-W5, the company had retained earnings and consequently was unable to request, and did not request, shareholders’ approval to issue shares at a price lower than par value in accordance with Section 52 of the Public Limited Companies Act B.E. 2535 (1992).  

Accordingly, when ECF recalculated the exercise price in accordance with the terms and conditions of ECF-W5 and found that the recalculated price was lower than the current par value, ECF considered that the exercise price could only be set at the current par value of 5 baht per share. The company reasoned that it could not issue shares at a price lower than par value, as doing so would prevent the registration of the increase in paid-up capital resulting from the exercise of the warrants. Therefore, ECF adjusted the exercise price from 0.55 baht per share to 5 baht per share in order to comply with the resolution of the Extraordinary General Meeting of Shareholders No. 1/2024 and the Public Limited Companies Act.

However, the SEC views that the change to the exercise price of ECF-W5 resulted in an exercise price higher than the originally prescribed exercise price. Under the SEC regulations, warrants to purchase ordinary shares must include binding provisions specifying the causes and conditions for adjustments to the rights under the warrants, together with a calculation formula, so as to ensure that any benefits or returns to be received by warrant holders upon exercise are not inferior to those previously stipulated. Accordingly, the SEC considers that the change to the exercise price of ECF-W5 may have a material impact on the rights or benefits of security holders, investment decision-making, or the price of ECF securities. In addition, the issuance of shares at a price lower than par value is governed by the provisions of the Public Limited Companies Act.  

Therefore, pursuant to Section 58 of the Securities and Exchange Act B.E. 2535 (1992), the SEC has instructed ECF to clarify the facts concerning its statement that it had closely consulted with the Department of Business Development, the registrar of public limited companies, prior to proceeding with the adjustment of the exercise price. ECF is required to submit such clarification to the SEC by 18 July 2025 and to disclose the information publicly through SETLink.