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



Friday 12 December 2025 | No. 319 / 2025


Bangkok, 12 December 2025 – The Securities and Exchange Commission (SEC) urges the bondholders of three series of PRIME bonds 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 16 December 2025.

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.  






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