Areeya Property Public Company
Limited (A), as the issuer of 14 bond series - A24NA, A251A, A255A, A257A, A258B, A258A, A25OA, A261A, A265A, A268A, A269A, A271B, A271A, and A275A - will convene the
Bondholders’ Meeting No. 1/2026 via electronic means (E-Meeting) on
11 February 2026 at 14.00 hrs. The following matters are proposed for approval:
(1) Granting waivers for the following matters, which shall not constitute
events of default under the terms and conditions, as detailed below:
(1.1) Waiving the case where the issuer
negotiates or enters into agreements with financial institutions or other
creditors to restructure any debts incurred prior to this bondholders' meeting,
with an aggregate amount exceeding THB 400 million, and waiving and/or
cancelling any related actions by the bondholders' representative in connection
with such event of default that have been taken or may be taken in the future,
including the revocation of the bondholders' representative's call for
immediate repayment of the bonds (Call Default) and the cancellation of any
demand for default interest payment pursuant to the bondholders'
representative's letter (if any), which shall not constitute an event of
default under the terms and conditions;
(1.2) Waiving the issuer's proposal to
this bondholders' meeting to amend the bond debt repayment terms for 14 bond
series with an aggregate outstanding principal amount of THB 4,624,478,600,
which shall not constitute an event of default under the terms and conditions;
(1.3) Waiving the case where the issuer
fails to notify, or arrange for the bond registrar to notify the Thai Bond
Market Association at least seven days in advance prior to the first bondholder
register book-closing date, which shall not constitute an event of default
under the terms and conditions;
(1.4) Waiving any event where the
issuer defaults on any debt obligations in aggregate amount exceeding THB 400
million (applicable only to bond series A24NA, A251A, A255A, A258B, A258A,
A261A, A265A, A268A, A269A, A271B, A271A, and A275A), which shall not
constitute an event of default under the terms and conditions;
(1.5) Waiving cases where the issuer is
unable to pay periodic interest on the scheduled interest payment date and
requests to defer such unpaid interest, with the deferred interest to be
included and paid on the maturity date or on the date of early redemption of
the bonds (as applicable), and waiving and/or cancelling any related actions by
the bondholders' representative in connection with such event of default that
have been taken or may be taken in the future, including the revocation of the
bondholders' representative's demand for immediate repayment of the bonds (Call
Default) and the cancellation of any demand for default interest payment
pursuant to the bondholders' representative's letter (if any), which shall not
constitute an event of default under the terms and conditions (applicable only
to bond series A24NA, A251A, A255A, A258B, A258A, A261A, A265A, A268A, A269A,
A271B, A271A, and A275A);
(1.6) Waiving
the case where the issuer makes late payment of the periodic interest due on 5
January 2026, which shall not constitute an event of default under the terms
and conditions, and cancelling any related actions taken or to be taken by the
bondholders' representative in connection with such event of default
(applicable only to bond series A257A and A25OA).
(2)
Amending the debt repayment terms for all 14 bond series as follows:
(2.1) Extending the bond’s maturity of each bond series by an additional three
years from the original maturity date;.
(2.2) Amending the interest payment structure and interest deferral conditions
as approved at the previous bondholders' meeting as follows:
1) Deferring
the periodic interest payment in full for the interest period from 1 April to
11 May 2026, with the deferred interest to be included and paid on the maturity
date or on the date of early redemption of the bonds (as applicable).
2) Paying partial interest on the
bonds at a rate of 1.0% per annum, with the remaining interest deferred, for
the interest period falling due after the period specified in item 1) above,
with the deferred interest to be included and paid in full on the maturity date
or on the date of full early redemption of the bonds (as applicable).
(3)
Amending the terms and conditions to allow the issuer to exercise the right to
redeem or repay the bonds prior to maturity in part without specifying a
minimum amount for each partial principal repayment, and to repay only the
principal without having to pay interest together with each partial principal
repayment, with such interest to be paid in full in a single payment on the
maturity date or on the date of full early redemption of the bonds (as
applicable).
(4)
Amending the terms and conditions to remove the obligation to maintain the net
debt to equity ratio and the financial covenant breach in cases where the
issuer violates the obligation to maintain the net debt to equity ratio.
(5)
Amending the terms and conditions to remove the debt payment default in cases
where the issuer defaults on any debt obligations exceeding THB 400 million in
aggregate, arising from the issuer's failure to pay such debt within the
original payment deadline or within the extended period granted by the
creditor, or where such debt is called for early repayment by the creditor
pursuant to the creditor's rights under the relevant agreement.
(6)
Amending the terms and conditions to remove the following: the issuer's public
declaration of inability to meet its financial obligations, or the issuer's
suspension or cessation of debt payments generally (whether in whole or in
part), and whether for any type of debt, or commencement of negotiations or
entering into any agreements with one or more of its creditors collectively for
debt restructuring exceeding THB 400 million in aggregate, including any
rescheduling or modification of debt repayment terms, or any modification
whatsoever regarding any or all of its debts (or certain debts which the issuer
may be unable to pay when such debts become due), or the issuer's proposal or
agreement to, or execution of, a general assignment of rights or a composition.
Accordingly, the SEC requires
the bondholders’ representative to provide a clear analysis of the advantages,
disadvantages, benefits, and potential impacts on bondholders for both approval
and disapproval of the proposed matters, including comprehensive supporting
reasons and the opinion of the bondholders’ representative. Accordingly, the
SEC urges bondholders to carefully review all information and exercise their
rights to safeguard their interests. Bondholders should also seek clarification
from the bondholders’ representative to ensure they have complete and
sufficient information before making a voting decision at the bondholders’
meeting.
Note: Asia Plus
Securities Co., Ltd. acts as the bondholders’ representative for all 14 series:
-
A24NA: Maturity on 1 November 2026
-
A251A: Maturity on 11 January 2027
-
A255A: Maturity on 1 May 2027
-
A257A: Maturity on 1 July 2027
-
A258B: Maturity on 9 August 2027
-
A258A: Maturity on 11 August 2027
-
A25OA: Maturity on 4 October 2027
-
A261A: Maturity on 11 May 2028
-
A268A: Maturity on 9 August 2028
-
A269A: Maturity on 1 September 2028
-
A271B: Maturity on 11 January 2029
-
A271A: Maturity on 19 January 2029
- A275A: Maturity on 11 May 2029