Rescheduling of the Meeting Date and Change of the Venue of the EGM 2/2010 and Amendment of the Details of the Convertible Bonds

BackOct 26, 2010

(-Translation-)

Ref. BTS 2318/2010

October 26, 2010

Subject: Rescheduling of the Meeting Date and Change of the Venue of the EGM 2/2010 and Amendment of the Details of the Convertible Bonds

To: President The Stock Exchange of Thailand

Whereas BTS Group Holdings Pubic Company Limited (the "Company") notified the Stock Exchange of Thailand and the shareholders that the Extraordinary General Meeting of Shareholders No.2/2010 would be convened on November 1, 2010 at 15.00 hrs., at Vibhavadee Ballroom (AB), the Sofitel Centara Grand Hotel, 1695 Phaholyothin Road, Chatuchak, Bangkok.

At present, the Company is still in the process of applying for an approval for the issuance and offering of the warrants representing the right to purchase the Company's newly issued ordinary shares (BTS-W2) (the "Warrants") with the Office of the Securities and Exchange Commission (the "SEC Office") and the issuance and offering of the Warrants has not been completed. As a result, it is necessary that the Company reschedules the date of the Extraordinary General Meeting of Shareholders No. 2/2010 and changes the meeting venue.

From:
Monday November 1, 2010 at 15.00 hrs, at Vibhavadee Ballroom (AB), the Sofitel Centara Grand Hotel, 1695 Phaholyothin Road, Chatuchak, Bangkok.

To:
Monday November 8, 2010 at 15.00 hrs at Ballroom 1, 8th Floor, Eastin Hotel Makkasan Bangkok, No. 1091/343 New Petchburi Road, Makkasan, Rajthevee, Bangkok. The Company will commence the registration and allow the shareholders and proxies to register their meeting attendance at Ballroom 1, 8th Floor from 13.00 hrs. onwards. In the event that any shareholder is unable to attend the meeting and would like to appoint the Company's Independent Director as their proxy to attend the meeting and cast votes on his/her behalf, the shareholders can appoint the Company's Independent Director as their proxy and deliver the proxy form B. as appeared in Enclosure 5 of the invitation to the Extraordinary General Meeting of Shareholders No. 2/2010 with the supporting documents to the Company Secretary Section at TST Tower, 14th Floor, 21 Soi Choei Phuang, Viphavadi-Rangsit Road, Jompol, Jatujak, Bangkok 10900, telephone no. 0-2273-8511-15 Ext. 341 in which the documents shall arrive at the Company no later than Friday November 5, 2010.

In this regard, the agenda items of the Extraordinary General Meeting of Shareholders No. 2/2010, including the date of determining the names of shareholders who shall be entitled to attend the Extraordinary General Meeting of Shareholders No. 2/2010 (Record Date) and the date to gather the names of shareholders under Section 225 of the Securities and Exchange Act B.E. 2535 (as amended) remain unchanged.

In addition to the notification on the rescheduling of the meeting date and the change of the venue of the Extraordinary General Meeting of Shareholders No. 2/2010, the Company would like to notify the amendment of the details of the convertible bonds in page 6 of the invitation to the Extraordinary General Meeting of Shareholders No. 2/2010 under the subject "The impact on the profit sharing and voting right of the existing shareholders (Control Dilution)" as approved by the Company's Board of Directors Meeting No. 8/2010 held on September 3, 2553. The rationale is to demonstrate the shareholders the consequence of the control dilution at the maximum extent, as recommended by the SEC Office, by replacing the consequence of the control dilution is not more than 16.19 percent of the paid-up capital after the capital increase with the consequence of the control dilution is not more than 18.28 percent of the paid-up capital after the capital increase, with the following details:

The original statement in page 6 of the invitation to the Extraordinary General Meeting of Shareholders No. 2/2010:

"The impact on the profit sharing and voting right of the existing shareholders (Control Dilution)

In the case where all the conversion right under the convertible bonds is exercised, the number of shares arising from such exercise will be up to 12,500,000,000 shares. After combining the ordinary shares after the capital increase for the group of specific investors who are BTSC shareholders with and the exercise of warrants representing the right to purchase the Company's newly issued ordinary shares (BTS-W2), the total shares of the Company, after the conversion right under the convertible bonds is being exercised, will equal up to 77,219,144,170 shares. Therefore, the voting rights of the existing shareholders will be reduced by up to 12,500,000,000 / 77,219,144,170 or up to 16.19 percent of the paid-up capital after the capital increase."

The new statement to replace the original statement in page 6 of the invitation to the Extraordinary General Meeting of Shareholders No. 2/2010:

"The impact on the profit sharing and voting right of the existing shareholders (Control Dilution)

In the case where all the conversion right under the convertible bonds is exercised, the number of shares arising from such exercise will be up to 12,500,000,000 shares. After combining all issued and offered shares of the Company as of September 3, 2010 in the total amount of 55,889,275,885 shares, the total shares of the Company, after the conversion right under the convertible bonds is being exercised, will equal up to 68,389,275,885 shares. Therefore, the voting rights of the existing shareholders will be reduced by up to 12,500,000,000 / 68,389,275,885 or up to 18.28 percent of the paid-up capital after the capital increase."

In addition, the Company would like to notify that the invitation to the Extraordinary General Meeting of Shareholders No. 2/2010 together with Enclosures will be available on the Company's website at www.btsgroup.co.th from October 27, 2010 onwards. The shareholders can access and obtain the information from the website as another channel in addition to the documents delivered via post

 

Please be informed accordingly.

 

Yours sincerely,
BTS Group Holdings Public Company Limited

 

- Mr. Rangsin Kritalug -
Executive Director & Chief Operating Officer

Attachments

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