Prime
Road Power Public Company Limited (PRIME), the issuer of PRIME253B, PRIME25DA and
PRIME25DB bond series, convened the Bondholders’ Meeting No. 3/2025 on 9
December 2025* but did not meet the quorum requirement as specified in the
terms and conditions for all three series. The company will therefore
re-convene the meeting for the said bond series electronically on 16 December
2025 at 14.00 hours. The matters for consideration are as follows:
(1) Granting an exemption from
events of default and cancelling the call default, as well as approving the
cancellation of any related actions taken by the bondholders’ representatives
in connection with the events of default for all three bond series, as
follows:
- Exemption from an event of default
under the terms and conditions arising from the company’s failure to make
partial principal repayments of not less than 30 percent of the par value per
unit as of the bond issuance dates, together with interest on the respective
maturity dates;
- Cancellation
of the call default as prescribed in the bondholders’ representative notices,
as well as all related actions taken by the bondholders’ representatives
regarding the events of default, including, but not limited to the cancellation
of any demand for default interest payment as specified in such notices;
- Exemption from an event of
default under the terms and conditions arising from the company’s default on
any debt with a total amount exceeding 300 million baht;
- Exemption from an event of
default under the terms and conditions arising from the company’s failure to
make partial principal repayments for PRIME253A**, PRIME253B, PRIME25DA and
PRIME25DB bond series in an amount of not less than 30 percent of the par value
per unit as of the bond issuance dates, together with interest on the
respective maturity dates, and/or the company’s proposal to Bondholders’
Meeting No. 3/2025 to revise the repayment terms for the outstanding debt
exceeding 300 million baht.
(2)
Rescheduling the partial principal repayment of not less than 30 percent of the
par value per unit as of the bond issuance dates, as follows:
- For PRIME253B
series, from 28 November 2025 to 27 February 2026;
- For PRIME25DA series, from
2 December 2025 to 27 February 2026;
- For PRIME25DB series, from 8 December 2025 to 27 February 2026
The
company will provide a special return at the rate of 2 percent per year
throughout the postponement periods for these partial principal repayments.
(3) Revising the terms and
conditions of all three bond series by cancelling the early redemption fee;
(4) Revising the terms and
conditions of all three bond series by imposing an obligation on the issuer to apply
the guarantee funds placed with GREENYELLOW CHSPP Pte Ltd. — being a bank
guarantee in the amount of 102.97 million baht provided as performance security
in connection with the solar power plant project—toward repayment of the bonds,
on a pro rata basis according to the outstanding principal of each bond series,
in the event that the company receives such guarantee funds due to the
purchaser’s failure to pay the first installment on the closing date.
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’ e-meeting.
Remarks:
* SEC
News No. 308/2025 headlined: “SEC urges PRIME bondholders to exercise their
rights at the upcoming bondholders’ meeting” released on 3 December 2025: https://www.sec.or.th/EN/Pages/News_Detail.aspx?SECID=12294&NewsNo=308&NewsYear=2025&Lang=EN
** The
bondholders’ meeting on 9 December 2025 for PRIME253A bond
series met the quorum requirement under the terms and conditions.
-
Bluebell Securities Co., Ltd. serves as the bondholders’ representative for the
PRIME253B series due on 28 November 2026 and the PRIME25DB series due on 8
December 2026.
- Asia Plus Securities Co., Ltd. serves as the bondholders’ representative for
the PRIME25DA series due on 2 December 2026.