BCP-DR1 (Depository Receipt) is guaranteed with the principal value at 13 Baht by the Ministry of Finance (MOF) of Thailand. If stock price is lower than 13 Baht in 2014 (The term of BCP-DR1 is 10 years which will be expired on February 2, 2014), holders can resell BCP-DR1 back to MOF.
However, the guarantee will be expired right after BCP-DR1 is converted to ordinary shares of BCP. Holders can exercise their rights every quarter or if BCP-DR1 price is higher or equal 20.80 Baht for 15 business days. BCP-Dr1 will be automatically converted to BCP. In that case, the MOF guaranty will be lifted. In addition, BCP-DR1's holders will receive dividend as the common shares - BCP.
Such guarantee will be offered to BCP-DR1's holders whose named listed in closing date (around December 2013), whether holders bought BCP-DR1 at IPO, and holders have the right to guaranteed principal value at 13 Baht , or choose to convert to ordinary shares of BCP at the ratio of 1 BCP-DR1 for 1 BCP. The exact date will be informed again.
"BCP-DR1" is the Depository Receipt for common shares of The Bangchak Petroleum Public Company Limited ("the Company") which the Company offered and issued its ordinary shares to Siam DR Co., Ltd.("Siam DR") for the purpose of being the underlying asset, which Siam DR issued The BCP-DR1 to the investors on January 29, 2004, the terms and conditions could be downloaded here
- The term of BCP-DR1 is 10 years which will be expired on February 2, 2014.
- The Ministry of Finance("MOF") guaranteed the principals for 10 years so that the BCP-DR1 holders are able to resell to MOF at first issue price (Baht 13*) if the price is not perform at the 10th year or anytime when the Company is liquidated.
- The BCP-DR1 holders have the voting right same as ordinary shareholders; however, via Siam DR Co.,Ltd. and also get dividend paid.
- The BCP-DR1 holders have the right to wholly or partly convert the depository receipts to the ordinary shares "BCP" at the ratio of 1 BCP-DR1 for 1 BCP. The BCP-DR1 holders would be able to exercise by submit the Notification Form to the office of the agent within 5 business days prior the 5th of January, April, July, and October of each year.
- If the BCP-DR1's price is higher than or equal to Baht 20.80 for 15 consecutive business days, all BCP-DR1s will be forced convert to the ordinary shares, BCP, and the MOF guaranty will be lifted.
* Subject to the price adjustment stated in the clause 5 of Terms and Conditions
BCP-DR1 holder will receive dividend as announced by the company through Siam DR Co., Ltd. The dividend received will considered a normal dividend, therefore cannot be used as a tax credit for personal tax purpose. However, the security holder does not need to include such dividend in the person income as it is already subjected to 10% withholding tax.