J.P. Morgan Thailand DW41

Corporate Action Procedure

Adjustment of Exercise Ratio and Exercise Price

The DW Issuer shall adjust the exercise ratio per unit and/or the exercise price (the “Adjustment”) if any of the following events occurs:

(a) Allotment of Newly Issued Shares by the Underlying Company to its Existing Shareholders

When the Underlying Company offers the subscription of its newly issued shares to its existing shareholders according to their respective shareholding ratio (rights issue) and the net price per share of the newly issued shares is less than one hundred percent (100%) of the closing price of the underlying securities on the last Business Day preceding the date on which the Stock Exchange posts the XR sign, the adjustment shall be in effect immediately from the first day on which the purchasers of shares of the Underlying Company are not granted the right to subscribe for the newly issued shares (the first day on which the Stock Exchange posts the XR sign).

“Net Price Per Share of the Newly Issued Ordinary Share” calculated from the total amount that the Underlying Company shall receive from selling its ordinary shares, minus expenses, and divided by total number of newly issued ordinary shares.

“Market Price Per Share of the Ordinary Share of the Underlying Company” means trading value of the total ordinary shares of the Underlying Company divided by the total number of ordinary shares of the Underlying Company being traded on the Stock Exchange for fifteen (15) consecutive Business

“Market Price Per Share of the Ordinary Share of the Underlying Company” means trading value of the total ordinary shares of the Underlying Company divided by the total number of ordinary shares of the Underlying Company being traded on the Stock Exchange for fifteen (15) consecutive Business Days prior to the Date of Calculation.

“Date of Calculation” means the first day on which the ordinary share buyers are not granted the entitlement to subscribe for the newly issued ordinary share (the first day on which the Stock Exchange posts the XR sign).

In the event that the Market Price Per Share of the Ordinary Share of the Underlying Company cannot be justified due to the fact that there is no trading of the ordinary shares during such period, the DW Issuer shall use the closing price of the underlying securities on the last Business Day prior to the date on which the Stock Exchange posts the XR sign for calculation.

In the case that more than one offering price of the ordinary shares are offered under the condition of joint subscription, all offering prices shall be used to calculate the Net Price Per Share of the Newly Issued Ordinary Share. However, in the case that such offer for sale is not under the condition of joint subscription, only offering price being lower than 100 percent of the Market Price Per Share of the Ordinary Share of the Underlying Company shall be calculated for the adjustment.


Exercise price is as follows

Exercise price is as follows

PRICE 1 = exercise price after adjustment of exercise
PRICE 0 = exercise price prior to adjustment of exercise
RATIO 1 = exercise ratio per unit after adjustment of exercise
RATIO 0 = exercise ratio per unit prior to adjustment of exercise
R = subscription price of newly issued shares
S = closing price of underlying securities on the last Business Day prior to the date on which the Stock Exchange posts the XR sign.
N = number of new shares per one (1) existing share which the existing shareholders are granted to buy according to their shareholding ratio

(B) Distribution of Stock Dividend:

When the Underlying Company pays all or part of dividends in the form of ordinary shares to its shareholders, the adjustment of the exercise price and the exercise ratio per unit shall be in immediate effect from the first day on which the purchasers of the Underlying Company’s ordinary shares are not entitled to receive such stock dividend (the first day on which the Stock Exchange posts the XD sign).

Exercise price is as follows

Exercise price is as follows

PRICE 1 = exercise price after adjustment of exercise
PRICE 0 = exercise price prior to adjustment of exercise
RATIO 1 = exercise ratio per unit after adjustment of exercise
RATIO 0 = exercise ratio per unit prior to adjustment of exercise
A = number of paid in ordinary shares on the last Business Day
prior to the date on which the Stock Exchange posts the XD sign
B = number of newly issued ordinary shares in form of stock dividend

( C) Payment of Cash Dividend:

When the Underlying Company pays cash dividends to its shareholders, the adjustment of the exercise price and the exercise ratio shall take immediate effect from the first day on which the purchasers of the Underlying Company’s ordinary shares are not entitled to receive such dividend payments (the first day on which the Stock Exchange posts the XD sign).

Exercise price is as follows

Exercise price is as follows

PRICE 1 = exercise price after adjustment of exercise
PRICE 0 = exercise price prior to adjustment of exercise
RATIO 1 = exercise ratio per unit after adjustment of exercise
RATIO 0 = exercise ratio per unit prior to adjustment of exercise
S = closing price of underlying securities on the last Business Day prior to the date on which the Stock Exchange posts the XD sign.
D = dividend per share payable to the shareholders

(D) Split or Combination of Shares:

If the Underlying Company changes the par value of its share that subsequently results in a higher number of the shares (the “Share Split”) or combines its shares that results in a lesser number of the shares (the “Share Combination”), then the adjustment of the exercise price and the exercise ratio shall be in effect immediately from the date on which the Share Split or the Share Combination takes effect on the Stock Exchange.

Exercise price is as follows

Exercise price is as follows

PRICE 1 = exercise price after adjustment of exercise
PRICE 0 = exercise price prior to adjustment of exercise
RATIO 1 = exercise ratio per unit after adjustment of exercise
RATIO 0 = exercise ratio per unit prior to adjustment of exercise
A = number of shares prior to the adjustment of the par value
B = number of shares after the adjustment of the par value

(E) Merger or Acquisition:

If it is announced that the Underlying Company will or may (1) enter into a merger or acquisition (including becoming, by agreement or otherwise, subject to the control of its business by another person or company) except where the Underlying Company is the surviving company in such a merger or acquisition or (2) sell or transfer all or a substantial part of its assets, the DW Issuer shall adjust the maturity date of the DW to be the last trading date of the underlying securities, and shall promptly notify the DW Holders of such change and disclose the information in accordance with the regulations of the Stock Exchange.

The DW Holders shall remain entitled to exercise their DW as prescribed in these Terms and Conditions, and the DW Issuer is obliged to comply with these Terms and Conditions and to take any actions to protect the interests of the DW Holders.

The calculation for the adjustment of the exercise price and the exercise ratio under Clauses 1.4 (A) to (E) of Part 3.1 of these Terms and Conditions shall be independent of one another. The calculation for adjustment will be made in order of the sequence of those circumstances only if any of those circumstances occurs from the issuance date of DW until the last trading day. If those circumstances occur simultaneously, then the calculation for the adjustment shall be made in order of the sequence of those circumstances as announced by the Underlying Company.

If there is an event which causes the DW Holders to lose the rights and benefits that they are entitled to, and such event is not included under Clause 1.4 (A) to (E) of Part 3.1 of these Terms and Conditions, the DW Issuer shall consider and determine the adjustment of the exercise price and/or exercise ratio in a fair manner without prejudice to the rights of the DW Holders. Such determination will be final. The DW Issuer shall also disclose information relating to the adjustment in accordance with the regulations of the Stock Exchange and the relevant authorities.

Except as specified in Clauses 1.4 (A) to (E) of Part 3.1 of these Terms and Conditions or in any other events as the DW Issuer deems appropriate, no adjustment shall be made in any other cases.

Investors should study and understand the products, return conditions, and risk factors before making an investment.
  |   [LEGAL NOTICES]