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SET adds new listed securities : NOBLE-W1 The Stock Exchange of Thailand (SET) has granted a listing of certificates representing the rights to purchase shares (warrants No. 1) of Noble Development Public Company Limited from September 11, 2001 The SET has set warrants No. 1 of Noble Development Public Company Limited, amounting to 182,713,026 units to be traded on the SET under the sector of warrants to subscribe to common shares using the trading name of "NOBLE-W1" commencing from September 11, 2001 onwards. Description, Condition and Major Characteristics of Warrants of Noble Development Public Company Limited Listing Date As of September 11 2001 (Trading commencement on September 11,2001) Type of Security Warrants to purchase ordinary shares Number of Warrants 182,713,026 units Issuer Noble Development Public Company Limited Rights of Warrants 1 unit of warrant is entitled to purchase 1 ordinary share at the price of 6 baht (in the case where there is any legal restriction that does not allow the exercise on that price, the exercise price shall be the par value of the ordinary share of the Company) Type of Warrants Warrants to purchase ordinary shares, in name certificate Term of Warrants Five years from the issuance date (the last exercise date is on August 23, 2006). In the event that the average price of the ordinary shares of the Company (the calculation will be based on the closing price of the ordinary shares of the Company which are traded on the Stock Exchange of Thailand at the end of daily trading period of any 15 consecutive business day period) reaches Baht 8, the Company shall inform the last exercise date to the registrar of the warrants to inform to the warrant holders. After the said last exercise date, the warrants to purchase ordinary shares will then expire. Offering Price -0-baht Distribution of Warrants August 24, 2001 No. of No. of % of total holders warrants warrants warrants held > 5/1000 of 35 145,440,135 79.60 total warrants warrants held < 5/1000 of 501 37,272,879 20.40 total warrants and not<1 trading unit warrants held < 1 Trading unit 2 12 0.00 Total 538 182,713,026 100.00 Note : 1 Trading unit = 100 warrants Major Holders August 24, 2001 Name No. of warrants % of total warrants 1.Mr.Kitti Thanakitamnuay 16,478,658 9.02 2.Mr.Padipat Suwatee 8,129,834 4.45 3.Ms.Manee Prasopboonmeechai 8,097,527 4.43 4.Mr.Thanes Navabusya 7,805,161 4.27 5.Mr.Theeraphon Voranithipong 7,526,780 4.12 6.Ms.Jittima Hongladdarom 6,647,634 3.64 7.Mr.Sukkan Watanavakin 6,500,146 3.56 8.Property Innovation Co., Ltd. 5,695,327 3.12 9.Ms.Samonsri Viravan 5,647,900 3.09 10.Ms.Saranya Promchotchai 5,367,108 2.94 Total 77,896,075 42.64 Registrar Thailand Securities Depository Co., Ltd Receiving Agent for the Noble Development Public Company Limited Exercise Warrants Exercise Right of Warrant 1.The exercise ratio is one unit of warrant to one ordinary share. The exercise price is 6 baht per share (in the case where there is any legal restriction that does not allow the exercise on that price, the exercise price shall be the par value of the ordinary share of the Company) 2.The exercise date of the warrants is every three months between 9.00 am to 4.00 pm of the 23rd day of February, May, August and November until the expiration date of the warrants. The first exercise date shall be on November 23, 2001. In case of that the exercise date is on the Company's holiday or weekend, the said date shall be postponed to the next business day. In the event that the average price of the ordinary shares of the Company (the calculation will be based on the closing price of the ordinary shares of the Company which are traded on the Stock Exchange of Thailand at the end of daily trading period of any 15 consecutive business day period) reaches Baht 8, the Company shall inform the last exercise date to the registrar of the warrants to inform to the warrant holders. (Please see in Exercise the Right of Warrant before Exercise Date) 3.The warrant holders must deliver the intention to exercise the warrants between 9.00 am to 4.00 pm within 5 business days before each of exercise date of the warrants, excepted for the last exercise date which shall be within 15 days before the last exercise date. The Company shall announce the period to deliver intention to exercise the warrants, exercise ratio, exercise price and place to submit intention form via electronic media (R-SIMS) at least 7 days before the first day of the period to deliver intention to exercise the warrants. 4.The Company shall not close the warrant register book except for the last exercise period where the register book will be closed 21 days before the last exercise date. In case that, the register book closing date is on the bank holiday, it will be postponed to the next business day. Exercise the Right of 1.In the event that the average price of the Warrant before Exercise ordinary shares of the Company (the calculation Date will be based on the closing price of the ordinary shares of the Company which are traded on the Stock Exchange of Thailand at the end of daily trading period of any 15 consecutive business day period) reaches Baht 8, the Company shall announce the details of the last exercise date via electronic media (R-SIMS) and publish in a newspaper after the date when the Board of Directors of the Company pass resolutions on details of the exercise the right of warrant before exercise date. The details are number of warrants, exercise price and exercise ratio, the closing date of warrant register book (posting sign XE-EX-Exercise), the suspension date (posting sign SP) and exercise period for submission the intention to exercise the warrants. The Company shall proceed to send the notice to warrant/equivalent warrant holders whose names appear in the latest company warrant holder list. 2.The warrant holders for both scrip or scripless who intend to exercise the rights must deliver intention to exercise the warrants between 9.00 am to 4.00 pm within 15 business days before the exercise date. To exercise the rights, the warrant holders must perform the exercise procedures in accordance with conditions set forth in the notice. Exercise Procedures 1.The warrant/equivalent warrant holders who intend to exercise the rights can pick up the intention form at the Company, then complete the form attached with warrant certificate or equivalent document which has been signed as transferor at the back in the same number as specified in the intention form, and make a full payment by cheque or cashier cheque enclosed with copy of identification card /copy of passport. The warrant holders without scrip (Scripless) who intend to exercise the rights have to inform and complete the request form with his or her brokers to issue the certificate of warrants or equivalent documents according to the SET's rules and regulations. The brokers shall inform Thailand Securities Depository Co., Ltd to issue the warrants or equivalent documents in the amount according to the letter of intent. Then the warrant holders shall use the certificate of warrants or equivalent documents as a required document to exercise the rights. 2.Warrant holders can submit the intention form to exercise the right to Noble Development Public Company Limited 19th Floor. Tonson Tower, 900 Ploenchit Road, Lumpini, Pathumwan, Bangkok 10330, Tel. 251-9955. Other Exercise Conditions 1.The warrant/equivalent warrant holders must exercise not less than 100 ordinary shares in any case and in whole amounts. For those warrant/ equivalent warrant holders having the right to exercise less than or equal to 100 ordinary shares, they must exercise these warrants in its entirely at a one time except for exercise the right for the last time when the warrant/ equivalent warrant holders are able to exercise the right to purchase ordinary shares in the remaining amounts. 2.Foreign warrant holders have the right to exercise the purchase of ordinary shares, either in full or in part, if at that such point in time the exercise is not conflict with the Company Articles of Association clause 11. Since foreign shareholding is restricted to the ratio defined by the Company's legal foreign shareholding limit, the Company reserves the right to not issue ordinary shares to foreign warrant holders wishing to exercise their warrants, if such exercise is of conflict to the Company Articles of Association clause 11. 3.The warrant/equivalent warrant holders must abide by regulations entailed in the Tax revenue code with respects to the chapter on stamp duty or any other regulations or legal legislation which pertains to exercising the right to purchase ordinary shares. 4.If the Company receives evidence of warrant certificates not equivalent to the number which was stipulated in the warrant exercise form, or if the Company encounters information on the exercise form that has been filled out incompletely or inaccurately, or if the stamp duty is not complete as legally constituted, the Company will allow the warrant/equivalent warrant holders to resolve such areas of concern within the timeframe set for the exercise period. If these areas of concern remain unresolved, the Company will deem that there is no intent by the warrant/equivalent warrant holders to exercise. As a result, the Company will send the money received, accompanied with the warrant/equivalent warrant certificate, back to the warrant/equivalent warrant holders by registered mail within 30 business days from the exercise date with no interest compensation. 5.In any case that the payment amount received by the Company is not equivalent to what stipulated in the exercise form, the Company have right to do such the following alternatives; (1) The Company will deem that there is no intent by the warrant holders to exercise, or (2) The Company will deem that the warrant/ equivalent holders will exercise to purchase the number of ordinary shares as being equivalent to such payment received, or (3) The Company will allow the warrant/equivalent holders to make additional payment within the timeframe set for the exercise period. If the Company does not receive such additional payment, the Company will deem that there is no intent by the warrant holders to exercise. In case (1) and (3), if the Company deems that there is no intent by the warrant holders to exercise, the Company will send the money received, accompanied with the warrant/equivalent warrant certificate, back to the warrant/equivalent holders. In case (2) which the Company deems the said exercise right of warrants to be in partiality, the Company will send the money received over than the amount calculated by number of allotted shares multiple by the price of one share, accompanied with the warrant/equivalent warrant certificate, back to the warrant/ equivalent holders by registered mail within 30 days from the exercise date with no interest compensation. 6.If all is abided by for the exercise of the warrant, that is, having sent evidence of the warrant certificate or a replacement conforming to SET regulations, or documentation that gives evidence to the transfer of the warrant certificate to the Company's account and completed intention form to exercise warrant, accompanied with subscription payment to purchase the ordinary shares which is fully complete and accurate, the intention to exercise this warrant may not be terminated, unless the written consent is obtained by the Company. 7.The Company will send the unexercised warrant certificate (if any) any crossed cheque (if any) to the warrant/equivalent holders by registered mail at the address specified in the intention form to exercise warrant and the Company will not be responsible for any losses occurred during the postal delivery. The warrant holders may contact to receive such unexercised warrant certificate and crossed cheque at the Company. 8.In case that ordinary shares reserved for exercised warrants are insufficient, the Company will call for a shareholders meeting to pass a resolution on additional newly-issued ordinary shares reserved for exercise of warrants. 9.The Company shall submit the application to register the change in the paid-up capital, in accordance with number of newly-issued ordinary shares for exercised warrants, to the Ministry of Commerce within fourteen days of the exercise date for that exercise period, and the Company shall register the warrant holder, holding either a warrant certificate or a replacement as a company shareholder in the share register book according to the number of ordinary shares received through the exercise. 10.The right of the newly-issued ordinary shares will be equivalent to those of other ordinary shares which have been previously issued beginning on the date the warrant holder is a shareholder as a stated in the registration book issued by the Ministry of Commerce. If the Company announces dividend payment before the date the warrant holder is a shareholder as a stated in the registration book issued by the Ministry of Commerce, such warrant holder will not receive such dividend or other benefits. 11.Upon reaching the final exercise period and no exercise has occurred the warrant certificate will be nullified. Adjustment of Exercise The exercise price and the exercise ratio will Price and Exercise Ratio be adjusted as a result of the following events. 1.The par value has been changed as the result of combine or split the issued ordinary shares. 2.The Company offers new shares to the existing shareholders and/or to the public with an average share price below 90 % of the market price of the ordinary shares. 3.The Company offers any new securities to the existing shareholders and/or to the public and the securities can be convertible or have the right to purchase ordinary shares with an average share price below 90 % of the market share value. 4.The Company pays out the dividend in some portion or all as ordinary share to the shareholders. 5.The Company pays out the dividend more than 70 % of the net profit after tax during the accounting period of the year 2001 until the last exercise date. 6.Any event which will reduce or eliminate the benefit of the warrant holders and is not mentioned from 1 to 5, Noble Development Public Company Limited will resolve to adjust the exercise price and the exercise ratio without reducing warrant holders' benefit and that consideration is finalized. The determination shall be informed to the SEC within 15 days after the circumstances occur. 7.The adjustment to relevant exercise price and exercise ratio pursuant to 1 to 6 shall be independently and separately calculated and shall be made in accordance with the respective occurrence of each circumstance in comparison with the market price. In the event that more than one circumstance occurs simultaneously, conditions 1, 5, 4, 2, 3, and 6 shall be applied in respective in order to adjust the relevant exercise price and exercise ratio to which at each adjustment 5 decimal of the relevant exercise ratio shall be maintained. 8.Any adjustment to relevant exercise price or exercise ratio pursuant to conditions 1 to 5 does not cause the relevant new exercise price to be higher than the existing relevant exercise price or the new exercise ratio to be lower than the existing exercise ratio with the exception in the case of a combination of shares. (more)