Bond Information Memorandum

Transcription

1 Bond Information Memorandum Issue Name Unsecured Debentures of PTT Public Company Limited No. 3/2012 Due 2019 Symbol Type of bond PTTC195C [ ] Straight Bond [ ] Amortized Bond [ ] Convertible Bond [ ] Senior/Unsubordinated Bond [ ] Subordinated Bond [ ] Secured Bond [ ] Unsecured Bond [ ] Callable Bond [ ] Putable Bond [ ] Securitization [ ] Others, Please Specify Number of units Par value Issue Size Outstanding Size Offering Price Redemption Price 10,000,000 Units 1,000 Baht per unit 10,000,000,000 Baht 10,000,000,000 Baht 1,000 Baht per unit 1,000 Baht per unit Issue Date 31 July 2012 Maturity Date 15 May 2019 Term(s) 6 years 9 months 15 days Coupon Type [ ] Fixed [ ] Float [ ] Stepped [ ] Zero-Coupon Coupon Rate A fixed rate of 4.10 percent per annum for year 1-4 A fixed rate of 5.10 percent per annum for year 5-7 Payment Date Payable on 15 May and 15 November every year throughout the term of Debentures

2 First Payment Date 15 November 2012 Payment Calculation Method In calculating interest on the Debentures, the principle that one (1) year has three hundred and sixty-five (365) days shall apply, and the calculation shall be based on the outstanding principal of the Debentures. Interest in each period shall be calculated from (including) the Issue Date or the Interest Payment Date of a preceding interest period (as the case may be) to (excluding) the Interest Payment Date of that interest period or the Date of the Debentures (as the case may be). In this regard, the Interest Payment Date and the Redemption Date of each tranche of the Debentures shall be considered. The amount of interest for each unit of Debentures shall be calculated to six decimal places. If the seventh decimal is equal to or more than five, it shall be rounded up, otherwise it shall be rounded down. If the interest calculated has a repeating decimal, the six decimal places shall be regarded and the seventh decimal shall be rounded up or down in accordance with the aforesaid principle. If the Interest Payment Date is not a business day, it shall be postponed to the following business day. In this regard, the said postponement of the Interest Payment Date shall not affect the calculation of interest as specified, except for the case where the last interest payment date is not a business day, payment of interest may be postponed to the following business day. In this case, the number of days during which payment has been postponed, (but not including) the postponed Interest Payment Date shall be included for the calculation. Principal Repayment Schedule - Credit Rating Collateral (if any) Guarantor (if any) Major Debenture holders AAA(tha) by Fitch Ratings (Thailand) Company Limited Effective Date 18 June None- -None- As of 31 July 2012, there were 3455 debenture holders. The top 10 majority debenture holders are as follows: Name No. of debentures/cds % of present listing debentures/cds 1. EGAT Saving and Credit Cooperative Limited 400, %

3 2. Bank of Thailand Employee s Thrift and Credit Cooperative Limited 345, % 3. Thai Airways International Employee s Saving and Credit Cooperative Limited 205, % 4. CAT Telecom Public Company Limited 200, % TOT Public Company Saving Co-operative Limited 200, % PTT Saving and Credit Cooperative Limited 200, % 5. Credit Union League of Thailand Limited 150, % 6. Mrs. Parnnee Wanichayangkulanont 133, % 7. The Federal of Saving and Credit Cooperatives of Thailand Limited 100, % His Royal Majesty 100, % TOT Public Company Limited 100, % Police Hospital Saving Cooperatives Limited 100, % Kasetsart University Saving and Credit Co-operative Limited 100, % 8. Mahidol University Savings and Credit Co-operative Limited 90, % 9. Berli Jucker Public Company Saving Co-operative Limited 80, % 10. Mr. Akachat Seetaworarat 65, % Total 2,568, % Date of Closure of Registrar Book for Determining the Right for Interest Payment and for Redemption Date 14 days (including business day and bank holiday) prior to the interest payment date and the maturity date. The closure of registrar book will start from pm of the beginning date of registrar book closure period and if the first date of closure of registrar book is not a business day, it shall be postponed to the following business day. Payment Procedures 1. Principal Repayment (a) General case: The issuer shall pay the principal in respect of the Debentures to the debenture holder through the registrar, by sending a crossed cheque payable only to the debenture holder and dated the business day on which the payment shall be made under the Terms and Conditions of the Debentures, via registered mail or air mail (in the case where it is sent to a debenture holder abroad) to the debenture holder prior to the date on which payment of principal is due. The payment may also be made by transferring money to the debenture holder s bank account as indicated to the registrar in writing at least fifteen (15) business days prior to the payment due date.

4 Upon the payment of principal on maturity date for redemption, it is not necessary for the debenture holder to return the debenture certificates to the registrar at the registrar s office unless in case of doubt, the issuer and the registrar may, at their discretion, require the debenture holder to surrender his or her debenture certificate. (b) Case where the TSD holds the debentures on behalf of the debenture holders: The issuer shall repay the principal through the registrar to persons named in the TSD s letter to the registrar as holders of right of debenture recorded in the registrar book under the name of the TSD, by sending a cross cheque payable only to the debenture holder and dated the business day on which the payment shall be made under the Terms and Conditions of the Debentures, via registered mail or air mail (in the case where it is sent to a debenture holder abroad) prior to the date on which payment of principal is due. The payment may also be made by transferring money to the debenture holder s bank account as indicated to the registrar in writing at least fifteen (15) business days prior to the payment due date. Upon the payment of principal on maturity date for redemption, it is not necessary for the debenture holder to return the debenture certificates to the registrar at the registrar s office unless in case of doubt, the issuer and the registrar may, at their discretion, require the debenture holder to surrender his or her debenture certificate. 2. Interest Payment (a) General case: The issuer shall pay interest or other amounts (if any) to a debenture holder through the registrar, by sending a crossed cheque, payable only to the debenture holder and dated the business day on which the payment shall be made under the Terms and Conditions of the Debentures, via registered mail or air mail (in the case where it is sent to a debenture holder abroad) prior to the date on which such payment is due. The payment may also be made by transferring money to the debenture holder s account as indicated to the registrar in writing at least fifteen (15) business days prior to the payment due date. Upon the last payment of the interest, it is not necessary for the debenture holder to return the debenture certificates to the registrar at the registrar s office unless in case of doubt, the issuer and the

5 registrar may, at their discretion, require the debenture holder to surrender his or her debenture certificate. (b) Case where the TSD holds the debentures on behalf of the debenture holders: The issuer shall pay interest or other amounts (if any) through the registrar to persons named in the TSD s letter to the registrar as holders of right of debenture recorded in the registrar book under the name of the TSD, by sending a crossed cheque, payable only to the debenture holder and dated on the day on which the payment shall be made under the Terms and Conditions of the Debentures, via registered mail or air mail (in the case where it is sent to a debenture holder abroad) to the debenture holder prior to the date on which such payment is due. The payment may also be made by transferring money to the debenture holder s account, as already indicated to the registrar in writing at least fifteen (15) business days prior to the payment due date. Upon the last payment of the interest, it is not necessary for the debenture holder to return the debenture certificates to the registrar at the registrar s office unless in case of doubt, the issuer and the registrar may, at their discretion, require the debenture holder to surrender his or her debenture certificate. Registrar The Siam Commercial Bank Public Company Limited Contact Person : Khun Kritsadrang Anantaphrut Tel Bondholder Representative KASIKORN BANK Public Company Limited Contact Person : Khun Thipsuda Arphiwatkarun Tel Lead Underwriter (if any) 1 Bangkok Bank Public Company Limited Contact Person : Khun Surabhan Purnagupta Tel , KASIKORN BANK Public Company Limited Contact Person : Khun Disapong Jaipakdeemun Tel Krung Thai Bank Public Company Limited Contact Person : Khun Worawat Wongkitrungruang Tel

6 Financial Advisor (if any) -None- 4 The Siam Commercial Bank Public Company Limited Contact Person : Khun Pimolpa Suntichok Tel Thanachart Bank Public Company Limited Contact Person : Khun Leelapat Leelahavanich Tel Transferring Restriction -None- Events of Default and Consequences of Default 1. The occurrence of any of the following events shall constitute an event of default under the Terms and Conditions of the Debentures: (a) The issuer defaults in payment of principal or interest on the payment due date under the Terms and Conditions of the Debentures, unless such default results from the delay in the money transferring system and such default continues for five (5) days from the payment due date. (b) The issuer fails to comply with any other clause of the Terms and Conditions of the Debentures, other than that in relation to the default of payment, and such default continues for forty-five (45) days from the day on which a letter notifying non-compliance therewith and requesting the issuer to rectify the same is sent to the head office of the issuer by the debenture holders representative or to the debenture holders holding at least twenty-five (25) percent of all the debentures not yet redeemed. (c) The issuer s debt under a loan agreement, debenture, debt instrument, or which results from any other financial operation (other than any derivative transaction, whether or not it is related to a financial debt, in order to prevent suspicion) (whether or not it is a current, future, conditional, or any other kind) whether the issuer is a party or a debtor or a person obliged to repay the debt as a guarantor, acceptor, or aval giver, is accelerated and becomes due prior to the due date as specified in a related agreement or instrument, in an amount, for one or several debts, of more than USD Fifty Million (USD 50,000,000) or THB Two Billion (THB 2,000,000,000), whichever is higher, after the provisions

7 regarding notice prescribed in such agreement or instrument have been considered or after the period of extension has already passed. (d) If the issuer is subject to the conclusive judgment or the arbitration award to make one or several payments, and the issuer fails to repay all of the said debt within the period specified in such conclusive judgment or arbitration award, and the said failure to make payment severely affects the issuer s ability to repay debt in respect of the debentures under these Terms an Conditions of the Debentures. (e) Any action is commenced requesting the issuer s business reorganization or the issuer becomes bankrupt under applicable laws; or any lawful order or resolution to dissolve the issuer s business is made; or the property of the issuer is duly seized or attached pursuant to a lawful judgment or order and such action, judgment, order or resolution is not dismissed, revoked, or terminated within forty-five (45) days from the day on which such action is commenced or such order is made. (f) The issuer carries out either the process of business reorganization or the dissolution of its business, except in the case that such dissolution is a result of the amalgamation of businesses, in which case the existing legal entity shall be liable for all debts and obligations, in respect of such debentures, of the issuer. 2. Upon occurrence of any of the defaults as set forth in 1 if: (a) The debenture holders representative deems it appropriate; or (b) Upon receiving a written request from one or several debenture holders holding a total of at least than fifty (50) percent of the debentures not yet redeemed; or (c) The debenture holders representative receives a resolution from a debenture holders meeting; or (d) It is the event of default as stated in 1 (e) and (f), the debenture holders representative shall give written notice to the issuer requesting payment of the principal, together with the interest calculated up to date, which is to be promptly repaid to the debenture holder, given that the event of default shall be specified. In this regard, the debenture holders

8 In case of Callable / Putable Bond Call/Put Date Call/ Put Price Other Significant Information In case of Convertible bond representative shall inform the issuer that in the debenture holders representative s opinion, the said event has caused the issuer to be unable to comply with the provisions of the Terms and Conditions of the Debentures, which severely affects the benefits of debenture holders. 3. After the debenture holders representative gives written notice to the issuer as stated in Clause 2, (a) The debenture holders representative shall cause the issuer to pay all of the outstanding debts in respect of the debentures as soon as possible, including by taking legal action enforcing against the issuer, to the full extent permitted by law. (b) Each debenture holder shall have the right to file a lawsuit against the issuer to enforce payment of all of the outstanding debts if, after fourteen (14) days from the day the debenture holders representative has give written notice to the issuer as stated in Clause 2, payment of the outstanding debts has not been made and at the time the debenture holder files a lawsuit, the debenture holders representative has not made a claim against the issuer for payment of the outstanding debts Conversion Price... Conversion Period... Conversion Ratio... Conversion Procedures (if any)... Other Significant Information (if any)...