“Siam Piwat” sets interest rate for Perpetual Bond at 5.50% p.a. for the first 5 years, offering to institutional and high net worth investors during Aug 4-5 and Aug 8-9, 2022

“Siam Piwat” finalizes an interest rate for its Perpetual Bond at 5.50% per annum for the first five years, payable quarterly. The bonds will be offered to institutional and high net worth investors during August 4-5 and August 8-9, 2022, showcasing the strength of the company’s long-standing success of business operations for the past 63 years as a world-class real estate and retail developer.

Siam Piwat, a leading real estate and retail developer, disclosed that the company has decided to issue subordinated perpetual bonds, which is an equity-like instrument and redeemable upon dissolution with the issuer’s right to early redemption and unconditional interest deferral, to institutional and high net worth investors. Rationale behind the offering of perpetual bonds is 1) the perpetual bond is treated as equity for the issuer, and 2) the bonds have a call option feature to the company to redeem them all after the end of year 5. This provides the company’s flexibility to exercise the call option when the credit rating agency stops giving an equity credit to perpetual bonds after the end of 5 years.For Siam Piwat’s standpoint, we are more than confident in our financial and business strengths; thus, we are welcome the institutional and high net worth investors to participate in our perpetual bonds and to take part in the company’s success and strength which were jointly built by the company’s shareholders, management, employees and business partners in the past 63 years.

The company has set the perpetual bond’s coupon rate at 5.50% per annum for the first five years, payable quarterly. The perpetual bonds will be offered to institutional and high net worth investors during August 4-5 and August 8-9, 2022, with the minimum subscription amount of THB 1,000,000 or a multiple of THB 1,000,000.

Siam Piwat was assigned a company rating of “A-“ with a “stable” outlook, and the perpetual bonds were rated “BBB” with a “stable” outlook by Tris Rating Company Limited as of June 30, 2022. The investment grade ratings reflect Siam Piwat’s creditworthiness, and strengths in every aspect starting from its finance, business operation, teamwork, management to all employees who have fully devoted to the company. Recognized for its vision to foster a distinctive identity to be the number one in the real estate and retail industries, Siam Piwat has achieved tremendous business success to become the owner and operator of world-class projects such as Siam Paragon, Siam Center Siam Discovery, and one of partner and owner of ICONSIAM and Siam Premium Outlets Bangkok, enabling the company to have a robust high-spending customer base both domestically and internationally.

Regarding the company’s financial status, Siam Piwat has placed an importance on maintaining its financial liquidity and monitoring its financial discipline in many aspects. This includes managing its interest-bearing debt to equity (IBD/E) in line with the policy. As of December 31, 2021, IBD/E was at 0.99 time (following the audited financial statements). The company has maintained its profitability and high liquidity in the midst of COVID-19 outbreak, which is a reflection of its efficiency in managing a high occupancy rate, effective cost management and business adjustment.

For the purpose of this issuance, Siam Piwat will use the proceeds to pay for the leasehold on land and improve all of its shopping centers to strengthen its core businesses and better cater to lifestyle of the future, as well as to expand towards various businesses in the new economy, while creating digital platforms that will connect its core businesses to new endeavors in collaboration with partners in its ecosystem. In addition, the company aims to leverage its expertise and experience in the management of shopping centers, office buildings, and residential buildings to further expand its real estate service business in the next 1-3 years.

However, the perpetual bonds have a similar characteristic to preferred shares, which means an issuer can defer interest payments. Therefore, investors should carefully consider to invest in a company which has strong creditworthiness, strong financial status, strong shareholders’ structure,and proven management team.

To the question of how to exit the bonds, the investors can contact the commercial banks and/or the securities companies where they can provide assistance. Investors may experience either profit or loss in selling all bonds/debentures depending on the market conditions and prevailing mark to market price which can be seen on Thai Bond Market Association website. It takes time to place the bonds over the counter; thus, Investors are urged to contact the banks and/or the securities firmsin advance prior to your needs.

For more information, please contact the underwriters of this Perpetual Bond:

Siam Commercial Bank Plc, Tel. 02-777-6784

Thanachart Securities Plc., Tel. 02-779-9000

KGI Securities (Thailand) Plc., Tel. 02-658-8951

Asia Plus Securities Co., Ltd., Tel. 02-680-4004

IV Global Securities Plc, Tel. 02-658-5788

Investors can learn more details from the filing form and the draft prospectus at: https://market.sec.or.th/public/idisc/th/Product/Filing/PL-0000007288/XX-XX-X-00000000-00000000-X.

Disclaimers:

- Perpetual debentures are financial products that have higher risk and more complex than normal debentures and have a risk rating of 7 out of 8.

- Investors may not receive the principal back unless the issuer dissolve its business or exercise its call option as scheduled.

- The issuer has the right to delay the interest payment, together with accumulated interest to be paid to any day to bond holders without limitation on time and frequency upon the sole consideration of the issuer, which investors may not receive the expected returns and have no right to indict the issuer.

- The perpetual bonds do not have cross-default clause, which means when the issuer’s debt default on other creditors occurs, it will not be considered as default on this bond.

- The perpetual bonds have low liquidity in the secondary market, which mean investors may not be able to sell the bonds at the expected prices and/or within expected timeline when they want to sell.

- In case of the issuer’s insolvency or rehabilitation process or liquidation, investors will be repaid debt after normal creditors such as secured creditors.

- Investors should carefully read the information about the nature and conditions of the bonds, returns, and risks before making an investment decision. This document is not a prospectus for the offering of the bonds and is produced for the purpose of publishing the information about the bonds, so that investors have sufficient time to study such information before making a decision to invest. The information herein is a partial summary of the information in the draft prospectus filed to the Securities and Exchange Commission, which is still not legally enforceable, and as such is subject to change. The offering of the bonds can only be undertaken once the filing form and the prospectus filed to the Securities and Exchange Commission come into effect and once the prospectus has been delivered or distributed to investors.