News Detail

Date/Time
27 Feb 2017 18:51:00
Headline
Notification of the schedule for the last exercise of DCORP-W1
Symbol
DV8
Source
DV8
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                Notification the exercise of securities

Subject                                  : Notification the Final Exercise of 
securities
Date announced                           : 27-Feb-2017
Name of securities                       : DCORP-W1
Book closing date of warrant             : From 17-Apr-2017 to 08-May-2017
registration
Exercise date                            : 08-May-2017
Date of request to post "SP" sign        : From 10-Apr-2017 to 08-May-2017
The notification period for the exercise : From 11-Apr-2017 to 04-May-2017
 of the securities
Exercise price (baht per share)          : 1.871
Exercise ratio (Warrants : common        : 1 : 1.60274
shares)
Remark                                   :
February 27, 2017
Subject:    Notification of the schedule for the last exercise of DCORP-W1
To:    President
    The Stock Exchange of Thailand

    Demeter Corporation Public Company Limited (the "Company") has issued and 
allocated the Warrants to Purchase the Newly Issued Ordinary Shares of the
Company No. 1 (DCORP-W1) (the "Warrants") amounted to 100,000,000 units to its
existing shareholders in proportionate of their shareholding on May 9, 2014.
However, on August 3, 2015, the Company held warrant holder meeting No. 1/2558.
The Meeting resolved to amend the exercise date from "Holders of DCORP-W1 shall
be eligible to exercise their right to purchase the Company's ordinary shares
under DCORP-W1 for the latter time every 3 (three) months from the Second
Exercise Date of DCORP-W1 (August 25, 2015). Moreover, the Last Exercise Date
shall be at the maturity date of DCORP-W1".
    The Company would like to notify that the last exercise period will be taken 
place on May 8, 2017.
    For the last exercise of DCORP-W1, the holders of DCORP-W1 shall give 
notification of such intention 15 days prior to the last Exercise Date. The
Company shall close the Warrant Holders Register Book 21 days prior to the Last
Exercise Date (the maturity date of DCORP-W1), and the MAI shall Post "SP"
(suspend trading) sign on DCORP-W1 3 business days prior to the closing date of
the Warrant Holders Register Book. For the Last Exercise Period, the Company
shall send registered mail to holders of DCORP-W1 whose names appear on the
Warrant Holders Register Book as at its closing date within 5 business days from
 the date of closing the Warrant Holders Register Book.
    In this regard, the Company has reserved 160,059,924 shares of the Company for 
the exercise of the Warrants, with a par value of Baht 1 per share (Please study
more information in the Terms and Conditions Governing the Rights and
Obligations of the Warrant Issuer and the Warrant Holders to Purchase the Newly
Issued Ordinary Shares of Demeter Corporation Public Company Limited No.1
(DCORP-W1) (the "Terms and Conditions") in the website of the Stock Exchange of
Thailand, www.set.or.th)
    The Company would like to inform the details regarding the schedule and method 
for the last exercise of the Warrants, as follows:

1.    Period for the notification of the intention to exercise the Warrants
During April 11, 2017 - May 4, 2017 (Except Saturday - Sunday and public 
holiday) between 09.00 to 16.30 hrs.
2.    Exercise Date
May 8, 2017
3.     Exercise Ratio
1 unit of warrant shall be entitled to purchase 1.60274 shares
The Company will issue the shares to the warrant holders who exercise their 
rights in the number not exceeding the Warrants, multiply the exercise ratio. If
 there is a fraction of the share, it shall be round off
4.    Exercise Price
1.871 Baht per share
5.    Registration Book Closing Date for DCORP-W1 Transfer
    April 17, 2017 - May 8, 2017
6.    Date of request to post "SP"
    In order to be in accordance with the settlement system and the securities 
submission     system of the Stock Exchange of Thailand ("SET"), the Company has
placed                 a request to SET for suspending DCORP-W1 trading from April
10, 2017 -     May 8, 2017.
7.    Expiry of DCORP-W1
    DCORP-W1 will be expired and invalid be listed securities on SET from May 9, 
    2017 onwards.
8.    Agent Receiving Exercise Intention
UOB Kay Hian Securities (Thailand) Public Company Limited
9.    Place to exercise the Warrants
        UOB Kay Hian Securities (Thailand) Public Company Limited
        Securities Operations Department    
Head office: No. 130-132, Sinthorn Tower 1, 3rd Fl., Wireless Road,
Lumpini Subdistrict, Pathumwan District, Bangkok 10330                  
Telephone No. 0-2659-8000 extension 8263, 8248, 8264, 8036
        Facsimile No. 0-2263-2805
10.    Documents for the notification of the intention to exercise the rights
10.1    A Notification Form to Exercise the Right to Purchase Ordinary Shares of 
the Company ("Notification Form"), with every item completely filled out and
duly signed.  The Holders of DCORP-W1 can obtain the Notification Form at:
(1)    UOB Kay Hian Securities (Thailand) Public Company Limited or the form may be
downloaded from the website of the Agent Receiving Exercise Intention at
www.utrade.co.th;
(2)     The securities company acting as the Broker of the Holders of DCORP-W1;
(3)    The Notification Form can be downloaded from the website of the Company at 
www.demetercorporation.com
    10.2    Warrant certificates or warrant certificate substitutes indicating their 
holders' entitlement to purchase the ordinary shares in the numbers specified in
 the Notification Form:
        (1)      If the Holders of the Warrants do not have securities trading accounts 
with the securities company or securities depository ("TSD"): Submit the warrant
certificates representing the number of shares specified in the Notification
Form.
        (2)    In the case of the warrant certificates in the scripless system: Submit 
the warrant certificates representing the number of shares specified in the
Notification Form.
            (a)     If the Holders of the Warrants have securities trading accounts in 
"Thailand Securities Depository Co., Ltd. for Depositors", the Holders of the
Warrants who wish to exercise the right must notify their intention and fill out
the application for having the warrant certificates withdrawn or for having the
warrant certificates issued as required by the Stock Exchange of Thailand and
submit the application to the securities company acting as their broker.  The
securities company will notify the TSD to have the warrant certificates
withdrawn or warrant certificate substitutes issued.  The TSD will issue warrant
certificate substitutes for use as evidence in support of the purchase of the
newly-issued ordinary shares of the Company;
            (b)     If the Holders of the Warrants do not have securities trading accounts 
and their warrant certificates are deposited at the TSD in the account of the
securities issuer, the  Holders of the Warrants who wish to exercise the right
must notify their intention and fill out the application for having the warrant
certificates withdrawn or for having the warrant certificates issued as required
by the Stock Exchange of Thailand and submit the application to the TSD to have
the warrant certificates withdrawn or warrant certificate substitutes issued
from "the account of the securities issuer".  The TSD will issue warrant
certificates or warrant certificate substitutes for use as evidence in support
of the purchase of the newly-issued ordinary shares of the Company.
    The warrant holders are recommended to contact their respective securities 
brokers or the TSD for clarification on the detailed process and timeline of the
 procedure.

10.3    Documents in support of the exercise of the right:
 
(1)    Thai natural person: Certified true copy of his/her valid identification 
card;
(2)      Foreign natural person: Certified true copy of his/her valid passport;
(3)    Thai juristic person: Copy of the affidavit of the juristic person issued by
the Ministry of Commerce or relevant agency for no longer than one year before
the exercise date, certified by the authorized person(s) with the corporate seal
affixed (if applicable), and attached along with the certified copies of the
documents of the authorized person(s) under (1) or (2), as the case may be.
(4)     Foreign juristic person: Certified copy of the company registration 
certified by a notary public or competent agency, issued for no longer than one
year and a certified copy of the documents of the authorized person(s) under (1)
 or (2), as the case may be.
10.4    Documents evidencing payment of the amounts specified in the Notification 
Form within the specified period by one of the following methods:

(1)    Payment by money transfer
    Deposit/transfer money into the account by Bill Payment (Bill Payment form is 
in the attached document) via all Siam Commercial Bank's branches countrywide.
The form should be filled completely while Ref.1 is for shareholders'
registration number and Ref.2 is for identification number or passport number.
The transaction shall be made between 9:00 and 16:30 during April 11, 2017 and
May 3, 2017 (except Saturday - Sunday and public holiday).

(2)    Payment by cheque, cashier's cheque or draft
    Cheque, cashier's cheque or draft must be collectible from the clearing house 
in Bangkok within next one business day only. Payment by crossed cheque,
cashier's cheque or draft made payable to "UOB Kay Hian Securities (Thailand)
Public Company Limited for Securities Subscription" dated between April 11, 2017
and April 28, 2017 (except Saturday - Sunday and public holiday). Please
provide name, last name and phone number on the back of cheque, cashier's cheque
or draft and deposit to Siam Commercial Bank account by bill payment within
12:00 of April 28, 2017.

Securities subscription investor shall bear cost and fee (Bill payment) with the
bank which is 10 Baht for Bangkok and perimeter, 25 Baht for provincial (the
cost/fee payment shall be made in cash at bank counter).

Note:    The warrant holders who intent to exercise their rights to purchase the 
ordinary shares shall bear all tax fee and/or the stamp duty (if any) in
accordance with the Revenue Code regarding the stamp duty or other relevant or
governing regulations or laws for the exercise of rights to purchase the
ordinary shares under the Warrants (if any)

    However, where the Company does not obtain the warrant certificates or payments
in full as specified in the notification form and/or the Company finds that the
notification form has been inaccurately filled in by holders of DCORP-W1,
holders of DCORP-W1 shall rectify the found errors within the prevailing
Exercise Period. If they fail to correct the found errors within such period,
the Company shall deem that the notification form has been nullified without any
exercise having taken place. The exercise of warrants shall be effective upon
the Company or the Agent Receiving Exercise Intention is able to collect the
payment of such exercise price only. If the payment could not be collected in
whatsoever case that is no due to the fault of the Company or the Agent
Receiving Exercise Intention, it will be deemed that the warrant holder intends
to cancel his/her respective intention to exercise such rights and it shall be
the cancellation of the exercise of rights and it shall be deemed that the
warrant holder is no longer to exercise his/her right. In the case where holders
of DCORP-W1 fail to pay the exercise price in full, the Company shall have the
right to deem that the number of ordinary shares subscribed is equal to the
number of ordinary shares eligible in accordance with the actual payment the
Company received given the prevailing exercise price.

    For other details and conditions apart from mentioned above, please see the 
Terms and Conditions Governing the Rights and Obligations of the Warrant Issuer
and the Warrant Holders to Purchase the Newly Issued Ordinary Shares of Demeter
Corporation Public Company Limited No.1 (DCORP-W1).

    Please be informed accordingly
                            Sincerely Yours,
                             Anit Osathanugrah
                          (  Mr.Anit Osathanugrah  )
                         Director and Chief Executive Officer
            Demeter Corporation Public Company Limited
______________________________________________________________________
This announcement was prepared and disseminated by listed company or issuer 
through the electronic system which is provided for the purpose of dissemination
of the information and related documents of listed company or issuer to the
Stock Exchange of Thailand only.  The Stock Exchange of Thailand has   no
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losses and damages in any cases.  In case you have any inquiries or
clarification regarding this announcement, please directly contact listed
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