Energy
Absolute Public Company Limited (EA) will convene the Bondholders’ Meeting No.
5/2025 for 13 bond series on 17 October 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 matters
for consideration are as follows:
For information:
(1) Reasons and necessity for
convening the meeting:
(1.1) The company has
obtained approval from the bondholders of 11 bond series – namely EA257A, EA259A, EA261A,
EA269A, EA279A, EA281A,
EA289A, EA299A, EA301A,
EA329A and EA331A
– to proceed with the debt restructuring plan, subject to the condition that
all relevant actions be completed by September 2025;
(1.2) The company has received a loan offer from
commercial banks in the approximate amount of 20 billion baht, to be used for
repayment of existing debts and early redemption of certain bond series prior
to maturity;
(1.3)
The negotiations with the banks have progressed but were not completed within
September 2025; therefore, the situation may constitute an event of default for
all 11 bond series. Accordingly, the company temporarily suspended the
negotiations as of 1 October 2025.
(1.4) This upcoming meeting will be convened to obtain
an exemption from an event of default under the terms and conditions for the
negotiations with the banks to postpone or modify the debt repayment schedule, and
to proceed with entering into loan agreements in accordance with the agreed
terms.
(2) Progress of negotiations with the
banks:
-
The bank have imposed key conditions precedent for the company to obtain the
loan facility for partial redemption of the bonds, by adjusting the allocation
of funds whereby 3 billion baht would be used for bond redemption and 3 billion
baht would be reserved as liquidity.
(3)
Restructuring plan under the partial business transfer transaction
-
The company will transfer the solar power plant projects in Nakhon Sawan and
Lampang to an indirect subsidiary in order to enhance management efficiency,
operational flexibility, and financing capability, without adversely affecting
the company’s financial position.
For
consideration:
(1) Granting
an exemption for the bond issuer’s closing the bondholder register for
convening the bondholders’ meeting more than 14 days before the meeting date,
and for such action not to be deemed a breach of the terms and conditions (applicable
to all 13 bond series);
(2) Granting an exemption from
an event of default under the terms and conditions for the bond issuer’s
proposal to the bondholders’ meeting to negotiate with any of its creditors,
including bond creditors and any financial institution creditor, to postpone or
modify the debt repayment schedule and/or make any adjustments in respect of
any type of debt, including entering into any related agreements or documents,
during the period from the date on which approval is obtained from the Bondholders’
Meeting No. 5/2025 until December 2025 (applicable to 11 bond series: EA257A,
EA259A, EA261A, EA269A, EA279A, EA281A, EA289A, EA299A,
EA301A, EA329A and EA331A series).
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 Public Company Limited serves as the
bondholders’ representative for 11 series of EA bonds, as follows:
-
EA297A bond due on 11 July 2029
-
EA298A bond due on 15 August 2029
-
EA257A bond due on 10 July 2030
- EA259A bond due on 8 September 2025
-
EA261A bond due on 20 January 2026
-
EA279A bond due on 8 September 2027
- EA281A bond due on 20 January
2028
- EA299A bond due on 8 September
2029
-
EA301A bond due on 20 January 2030
-
EA329A bond due on 8 September 2032
-
EA331A bond due on 20 January 2033
(2) Siam
Commercial Bank Public Company Limited serves as the bondholders’
representative for two series of EA bonds, as follows:
-
EA269A bond due on 29 September 2026
- EA289A series, to be due on 29
September 2028