The adjustment of the exercise ESOP-W1

BackJul 13, 2007

July 13, 2007

Subject : The adjustment of the exercise price and exercise ratio of warrants to purchase the Company's ordinary shares allotted to the employees of the Company and its subsidiaries No. 1 ("ESOP-W1")

Attention: President The Stock Exchange of Thailand

Asian Property Development Public Company Limited ("the Company") would like to inform the adjustment of exercise price and exercise ratio of ESOP-W1, which shall become effective on July 13, 2007 as follows:

ESOP-W1
Existing
New
Exercise price (Baht/share)

3.596

3.578

Exercise ratio (: 1 unit of warrant)

1.001

1.006

The reason to the adjustment to ESOP-W1 is that the Annual General Meeting of Shareholders for the Year 2005 of Asian Property Development Public Company Limited, held on April 28, 2005 had resolved to issue and sell 34,000,000 units of new ordinary shares of the Company to the employees under the Company and its subsidiary (ESOP) with the offering price of Baht 3.60 per share, in which the Company has issued 10,000,000 shares of ESOP-S1 on December 14, 2006 and 24,000,000 shares of ESOP-S2 on July 13, 2007.

In this regards, the offering price of ESOP-S2 at Baht 3.60 per share is below 90 percent of the "market price of the Company's ordinary shares". The "market price of the Company's ordinary shares" is derived by the weighted average market price of the Company' ordinary shares on the Stock Exchange of Thailand for 5 consecutive days prior to the allotment date of ESOP-S2, which equals to Baht 6.97 per share.

In order to comply with specified the Adjustment Conditions section clause (D) in part 3 of the prospectus effective on February 1, 2006 under ESOP-W1 scheme, the Company has considered the adjustment of existing exercise price at Baht 3.596 per share and exercise ratio at 1.001 ordinary share per 1 unit of warrant (before adjustment) by the following adjustment formula :

1. Conditions and formulas for adjustment of exercise price and exercise ratio
Under the adjustment condition section clause (D) in part 3, exercise price and exercise ratio of warrants shall be changed when the Company offers and sells any new issued securities to the existing shareholders and/or general public in which the average exercise price of the ordinary share is lower than 90 percent of market price of the Company's ordinary shares.

An adjustment to the exercise price and the exercise ratio shall take effect immediately from the first day on which shareholders are not entitled to subscribe for such securities (first date of XR sign) in case of the rights issue and/or the first date on which such securities are offered to the general public, as the case may be.

An average price per new ordinary share shall be calculated by dividing the total proceeds received from the issue of new ordinary share less related expenses (if any) and divided by the total number of new ordinary shares.

The exercise price will be adjusted according to the following formula:

Price 1 =
Price 0 x [(A x MP] + BX]
 
[MP (A + B)]

The exercise ratio will be adjusted according to the following formula:

Ratio 1 =
Ratio 0 x [MP (A + B)]
 
[(A x MP] + BX]

Whereas;

Price 1 means the new exercise price after adjustment
Price 0 means the existing exercise price before adjustment
Ratio 1 means the new exercise ratio after adjustment
Ratio 0 means the existing exercise ratio before adjustment
MP means the "market price of the Company's ordinary shares"
A means the number of fully paid-up ordinary shares on the day prior to the closing date of a register book to determine the shareholders' entitlement to subscribe for new ordinary shares and/or the first day of the public offering period
B means the total number of new ordinary shares to be offered to the existing shareholders and the general public
BX means the total proceeds received from the offering of new ordinary shares as a result of the rights issue and/or the public offering less related expenses

2. The calculation of exercise price and exercise ratio
The exercise price and exercise ratio of ESOP-W1 after the issue of new ordinary shares to the employees of the Company and its subsidiaries will be as follows:

The new exercise price =
3.596 x [(2,299,952,250 x 6.97) + 85,770,000]
 
[6.97 x (2,299,952,250 + 24,000,000)]
 

= Baht 3.578 per share

 

The new exercise ratio =
1.001 x [6.97 x (2,299,952,250 + 24,000,000)]
 
[(2,299,952,250 x 6.97) + 85,770,000]
 

= 1.006 ordinary shares per unit

3. The effective date of the adjusted exercise price and exercise ratio
The adjusted exercise price and exercise ratio of ESOP-W1 shall become effective on July 13, 2007.

Please be informed accordingly.

 

Yours sincerely,

 

Mr.Pichet Vipavasuphakorn
Managing Director