Energy
Absolute Public Company Limited (EA), the issuer of 14 series of EA bonds, will
electronically convene the Bondholders’ Meeting No. 1/2025 on 20 June 2025 at 14.00
hours.
At this
bondholders’ meeting, the company will separately count the quorum for each bond
series issued simultaneously and governed by the same terms and conditions, resulting
in a division into seven groups. However, for Agenda Items 2 to 4, the votes of
all bondholders across all series will be counted jointly, provided that each
bondholder group approves, under Agenda Item 1, a waiver to allow a joint
resolution of the bondholders.
The matters from consideration are as follows:
(1) Granting a waiver to allow the votes of all attending bondholders
of all series (only those series that meet the quorum requirement) to be
counted jointly as a single resolution, effective immediately for Agenda Items
2 to 4 of the Bondholders’ Meeting No. 1/2025, including the quorum count by
bondholder group;
(2) Granting
a waiver to allow the bondholders' register to be closed less than 14 days
prior to the bondholders' meeting, without such action being considered a breach
of the terms and conditions of the bonds by the issuer;
(3) Extending the maturity periods for all
14 bond series by additional 11 years, and increasing the interest rate by 0.50
percent per year for the extended periods, and repaying the bond principal in
11 annual installments, with the final installment to be repaid on the extended
maturity dates, as follows:
- Installments 1 and
7 - 9: 10 percent of the principal value as of the issuance date; - Installments 2 - 6: 5 percent of the
principal value as of the issuance date;
- Installment 10: 15
percent of the principal value as of the issuance date;
- Installment
11: 20 percent of the principal value as of the issuance date.
The bond issuer shall also be
allowed to redeem all or part of the bonds prior to the extended maturity dates
during the extension period.
(4) Granting
a waiver for the bond issuer’s proposal to the bondholders’ meeting of all 14
bond series to restructure the bond debt by extending the maturity periods,
granting the issuer a call option to redeem the bonds early, adjusting interest
rates, and partially repaying the principal, which constitutes a form of debt
restructuring that shall not be deemed an event of default under the terms and
conditions (applicable to 11 bond series: EA257A, EA259A, EA261A, EA269A,
EA279A, EA281A, EA289A, EA299A, EA301A, EA329A, and EA331A).
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.
Remark:
(1) Kiatnakin Phatra Bank Public Company Limited Public Company Limited serves
as the bondholders’ representative for 11 series of EA bonds, as follows:
- EA257A bond due on 10 July 2025
- 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
-
EA297A bond due on 11 July 2029
-
EA298A bond due on 15 August 2029
- 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 bond due on 29 September 2028
(3)
No bondholders’
representative for one series of the bond (offered to institutional investors),
as follows:
- EA26OA bond due on 16 October 2026