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



Wednesday 3 December 2025 | No. 308 / 2025


Bangkok, 3 December 2025 – The Securities and Exchange Commission (SEC) urges the bondholders of four PRIME 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 9 December 2025.  

Prime Road Power Public Company Limited (PRIME), the issuer of PRIME253A, PRIME253B, PRIME25DA and PRIME25DB bond series, will hold Bondholders’ Meeting No. 3/2025 electronically on 9 December 2025 at 14.00 hours. The matters for consideration are as follows:      (1) Granting an exemption from events of default and cancellation of 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 four bond series, as follows:  

     (a) exemption from an event of default under the terms and conditions for 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; 

       (b) cancellation of the call default 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 the demand for default interest payment as specified in such notices;  

(c) exemption from an event of default under the terms and conditions for the company’s default on any debt in a total amount exceeding 300 million baht;    

  (d) exemption from an event of default under the terms and conditions for the company’s failure to make partial principal repayments for PRIME253A, PRIME253B, PRIME25DA and PRIME25DB bond series in an amount 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 PRIME253A and 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 repayments.

(3) Revising the terms and conditions of all four bond series by cancelling the early redemption fee;  

(4) Revising the terms and conditions of all four bond series by adding an obligation for the issuer to use the guarantee funds placed with GREENYELLOW CHSPP Pte Ltd. — a bank guarantee in the amount of 102.97 million baht provided as performance security in connection with the solar power plant project—to repay the bondholders. The repayment shall be allocated proportionally based on the outstanding principal amount of each bond series, in the event that the company receives such guarantee funds due to the purchaser’s failure to make the first installment payment on the closing date;  

(5) Granting approval for the following actions (for PRIME253A only):  

    (a) To defer payment of a portion of the interest due on 10 December 2025 at the rate of 6 percent per year, with the deferred interest payable together with the partial principal repayment on 27 February 2026, or on the date the company exercises its right to make a partial early redemption (in whole or in part), if any. The remaining interest will be paid on the original interest payment date of 10 December 2025. The company will provide an additional return on the deferred interest at the rate of 2 percent per year;

    (b) To exempt the event of default under the terms and conditions for the company’s inability to pay a portion of the interest due on 10 December 2025 on the due date. This includes the cancellation of any related actions taken by the bondholders’ representative in connection with such event of default, including, but not limited to, the cancellation of the demand for default interest payment as stated in the notice issued by the bondholders’ representative, if any.

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: 

- 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.   

- Globlex Securities Co., Ltd. serves as the bondholders’ representative for the PRIME253A series due on 28 November 2026.   

- Asia Plus Securities Co., Ltd. serves as the bondholders’ representative for the PRIME25DA series due on 2 December 2026.