U City pcl

10/12/2018 | Press release | Distributed by Public on 10/12/2018 05:26

The amendment of the Terms and Conditions Governing the Rights and Obligations of the Issuer and Holders of the Warrants to Purchase the Ordinary Shares of U City Public[...]

U.SET 038/2018

October 12, 2018

Re:The amendment of the Terms and Conditions Governing the Rights and Obligations of the Issuer and Holders of the Warrants to Purchase the Ordinary Shares of

U City Public Company Limited

To:The President

The Stock Exchange of ThailandU City Public Company Limited (the "Company") would like to inform that with reference to Warrants to Purchase the Company's Ordinary Shares No. 1 ("U-W1 Warrants") issued under the resolution of the Extraordinary General Meeting of Shareholders No. 1/2014, held on September 16, 2014 and Warrants to Purchase the Company's Ordinary Shares No. 4 ("U-W4 Warrants") issued under the resolution of the Extraordinary General Meeting of Shareholders No. 1/2018, held on January 4, 2018, which were allocated to the existing shareholders of the Company via rights offering, and Warrants to Purchase the Company's Ordinary Shares No. 2 issued under the resolution of the Extraordinary General Meeting of Shareholders No. 2/2014, held on December 29, 2014, and Warrants to Purchase the Company's Ordinary Shares No. 3 under the resolution of the Extraordinary General Meeting of Shareholders No. 1/2018, held on January 4, 2018, which were allocated to specific investors on private placement basis, (collectively, the "Warrants"), in this regard, the Board of Directors' meeting no. 7/2018, held on October 12, 2018, has resolved to amend the terms and conditions governing the rights and obligations of the issuer and holders of warrants (the "Terms and Conditions") of the Warrants for the following purposes: (1) for the conditions of rights adjustment of the Warrants to be in line with the change of par value of the Company's share on the Stock Exchange of Thailand and (2) for the U-W1 Warrants to be in line with the Circular No. Bor.Jor (Wor) 1/2018 Re:Adjustment on excluding shareholders' rights date according to the reduction in duration of the clearing and settlement of securities to T+2 and SP date for final exercise of Warrant and DW.Details of which are as follows:

1.

Amendment of the rights adjustment condition of the Warrants in the event that the Company changes its par value by way of share split or a reverse share split.

Amend From

Adjustment of Rights under the Warrants

The Company shall adjust the exercise price and/or the exercise ratio to purchase the Company's newly issued ordinary shares, at any time during the term of the Warrants, upon an occurrence of any of the following events to protect the interest of the Warrant Holders not to be less favorable.

(a)In case of a change in par value of the Company's share as a result of a share split or a reverse share split, the adjustment of exercise price and exercise ratio shall become effective immediately upon the registration of the change in the share par value with the Ministry of Commerce.

U City Public Company Limited (Registration No. 0107537000459)

21 TST Tower Soi Choei Phuang, Viphavadi-Rangsit Road, Chomphon, Chatuchak, Bangkok 10900, Thailand

T: +66.2273.8838 F: +66.2273.8858www.ucity.co.th

Amend to

Adjustment of Rights under the Warrants

The Company shall adjust the exercise price and/or the exercise ratio to purchase the Company's newly issued ordinary shares, at any time during the term of the Warrants, upon an occurrence of any of the following events to protect the interest of the Warrant Holders not to be less favorable.

(a)In case of a change in par value of the Company's share as a result of a share split or a reverse share split, the adjustment of exercise price and exercise ratio shall become effective immediately upon the date that the change of par value occurs.

2.

Amendment of the last exercise date of the U-W1 Warrants

Amend From

3.2

Period of Declaration of Intention to Exercise Warrants

Warrant Holders who intends to exercise the right to purchase ordinary shares of the Company shall declare their intention to the Company according to details as specified in clause 3.4 and 3.5 between 9.00 am. - 3.30 pm. during a Business Day within 5 Business Days period prior to each exercise date (hereinafter called "Period of Declaration of Intention to Exercise Warrants") except for the Last Exercise Date which requires the declaration of the intention to exercise Warrants within 15 days prior to the Last Exercise Date (hereinafter called "the Last Period of Declaration of Intention to Exercise Warrants").

The Company will not close the Warrant Register Book to suspend the transfer of Warrants, except for the Last Exercise Date which the Company will close the Warrant Register Book to suspend the transfer of Warrants for 21 days prior to and including the Last Exercise Date. In the case when the Warrant Register Book closing date is not a Business Day, the closing date shall be postponed to the prior Business Day. The Warrants will be suspended from trading (identified with the SP signage) on the Stock Exchange of Thailand for 3 Business Days prior to the Warrant Register Book closing date or for a period as specified by Stock Exchange of Thailand. Where upon the Warrants will be suspended from trade until the Last Exercise Date.

Amend to

3.2

Period of Declaration of Intention to Exercise Warrants

Warrant Holders who intends to exercise the right to purchase ordinary shares of the Company shall declare their intention to the Company according to details as specified in clause 3.4 and 3.5 between 9.00 am. - 3.30 pm. during a Business Day within 5 Business Days period prior to each exercise date (hereinafter called "Period of Declaration of Intention to Exercise Warrants") except for the Last Exercise Date which requires the declaration of the intention to exercise Warrants within 15 days prior to the Last Exercise Date (hereinafter called "the Last Period of Declaration of Intention to Exercise Warrants").

The Company will not close the Warrant Register Book to suspend the transfer of Warrants, except for the Last Exercise Date which the Company will close the Warrant Register Book to suspend the transfer of Warrants for 21 days prior to and including the Last Exercise Date. In the case when the Warrant Register Book closing date is not

U City Public Company Limited (Registration No. 0107537000459)

21 TST Tower Soi Choei Phuang, Viphavadi-Rangsit Road, Chomphon, Chatuchak, Bangkok 10900, Thailand

T: +66.2273.8838 F: +66.2273.8858www.ucity.co.th

a Business Day, the closing date shall be postponed to the prior Business Day. The Warrants will be suspended from trading (identified with the SP signage) on the Stock Exchange of Thailand for 2 Business Days prior to the Warrant Register Book closing date or for a period as specified by Stock Exchange of Thailand. Where upon the Warrants will be suspended from trade until the Last Exercise Date.

Nevertheless, the amendment of the terms and conditions as described above will not have a less favorable effect to the rights of the warrant holders, in this regard, the Company has published the amended terms and conditions of the U-W1 Warrants and the U-W4 Warrants for your perusal on the Company's website at: www.ucity.co.th

Please be inform accordingly,

Sincerely yours,

U City Public Company Limited

________________________________

(Ms. Piyaporn Phanachet) Director and Chief Executive Officer

U City Public Company Limited (Registration No. 0107537000459)

21 TST Tower Soi Choei Phuang, Viphavadi-Rangsit Road, Chomphon, Chatuchak, Bangkok 10900, Thailand

T: +66.2273.8838 F: +66.2273.8858www.ucity.co.th