Thailand Securities and Exchange Commission orders East Coast Furnitech to clarify ECF-W5 warrant exercise price increase to THB 5

The Thailand Securities and Exchange Commission has instructed East Coast Furnitech Public Company Limited (ECF) to clarify information about its change to the exercise price of ECF-W5 warrants from THB 0.55 per share (as calculated under the warrant terms) to THB 5 per share, a change the SEC says may materially reduce warrant holders’ benefits. ECF must submit the clarification to the SEC and disclose it publicly via the Stock Exchange of Thailand’s SETLink system. ECF previously disclosed an adjustment of rights in ECF-W5 following changes to ECF’s par value and related corporate actions, including a share consolidation that increased par value from THB 0.25 per share to THB 5 per share, a rights offering, and the allocation of newly issued ordinary shares to accommodate the exercise of ECF-W6 warrants. It stated that the resulting recalculated ECF-W5 exercise price and conversion ratio were THB 0.55 per share and one ECF-W5 per 0.99 ordinary share, respectively, but later explained it set the exercise price at THB 5 because it considered it could not issue shares below par value and still register the paid-up capital increase, citing Section 52 of the Public Limited Companies Act B.E. 2535 (1992) and the Extraordinary General Meeting of Shareholders No. 1/2024 resolution. The SEC notes that warrant adjustment provisions must ensure that benefits on exercise are not inferior to those previously stipulated and considers the revised exercise price may materially affect security-holder rights, investment decisions, or the price of ECF securities. Under Section 58 of the Securities and Exchange Act B.E. 2535 (1992), the SEC has required ECF to clarify the facts supporting its statement that it closely consulted the Department of Business Development, as registrar of public limited companies, before proceeding with the exercise price adjustment, by 18 July 2025.