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SEC urges EA bondholders to exercise their rights at the upcoming bondholders’ meeting



Wednesday 15 October 2025 | No. 259 / 2025


Bangkok, 15 October 2025 – The Securities and Exchange Commission (SEC) urges the bondholders of 13 EA bond series to study all available information, exercise their rights at the upcoming bondholders’ meeting, and reach out to the bond issuer or the bondholders’ representatives to obtain comprehensive and sufficient details for making an informed voting decision. The bondholders’ meeting will be held on 17 October 2025.

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






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