Debentures
Subordinated Perpetual Debentures
of Charoen Pokphand Foods PCL.
the vision of “KITCHEN OF THE WORLD”
Charoen Pokphand Foods Public Company Limited (“CPF”) will issue Subordinated Perpetual Debentures of Charoen Pokphand Foods Public Company Limited No. 1/2570 Payable upon Dissolution with the Issuer’s Right to Early Redemption and Unconditional Interest Deferral (the “Subordinated Perpetual Debentures”). The debentures are unsecured and non-convertible with a debentureholders' representative in the name-registered certificate.
Bullet Payment upon Dissolution of the Issuer1 or upon the Exercise of the Issuer’s Early Redemption Right on the 5 years anniversary and thereafter or other conditions pursuant to the Terms and Conditions of the Debentures2
The Debentures were assigned a credit rating of “BBB+” outlook “Stable” by TRIS Rating Co., Ltd. as of August 4, 2026
| Subordinated Perpetual Debentures of CPF No. 1/2570 | |
| Coupon Rate in First 5 years | [●] % p.a. (which equal to 5-year Government Bond Yield3 + Initial Credit Spread [●] %) |
| Coupon Rate for years 6 to 25 | 5-Year Government Bond Yield3 + Initial Credit Spread [●] % + 0.25% |
| Coupon Rate for years 6 to 25 | 5-Year Government Bond Yield3 + Initial Credit Spread [●] % + 1.00% |
| Coupon Rate in years 51 onwards | 5-Year Government Bond Yield3 + Initial Credit Spread [●] % + 2.00% |
Interest rates shall be adjusted every 5 years based on the 5-year government bond yield3 observed during the 2 business days preceding the commencement date of the relevant interest rate adjustment period, as published by the Thai Bond Market Association (ThaiBMA).
Interest payable: every 6 months throughout the term of the Debentures. However, the Issuer has the sole right to unconditionally defer interest payment. The deferred interest will be accumulated but there will be no additional return on such cumulative deferred interest4.
Offering to: the General Public (A natural person who is qualified as an Institutional Investors subscribing only as Retail Investors)
Expected subscription period: during January [11 - 14], 2027
The offering price per unit: 1,000 baht with a minimum subscription amount of 100,000 baht and subsequent multiples of 100,000 baht for Retail Investors.
Subscription Channels: Bangkok Bank branches (except micro branches) or Bangkok Bank Mobile Banking
For more information, please visit Bangkok Bank branches (except micro branches) or Bangkok Bank Call Center 1333.
Warning
- An investment is subject to risks. Investors should study information carefully regarding the characteristics of product, return, and risk prior to making investment decision.
- For more information, investors may download the Registration Statement and Draft Prospectus available at www.sec.or.th
- The selling of the Debentures before maturity date can only be made in the secondary market. Investors may receive a lower amount upon sale than the original investment or may not be able to sell immediately, depending on prevailing market conditions.
Remark
- The Registration Statement and Draft Prospectus have been filed with the office of the SEC and are in the process of approval for their effectiveness.
- The allotment of the debentures to subscribers shall be at the absolute discretion of the Joint Lead Arrangers, as disclosed in the Registration Statement and Draft Prospectus.
1 The Issuer will “Redeem Debentures with Bullet Payment upon Dissolution of the Issuer”, meaning that the Debentures have no maturity date and will be redeemed upon the Dissolution of the Issuer (unless the Issuer exercises its Early Redemption Right).
2 Issuer’s Early Redemption Right pursuant to the Terms and Conditions of the Debentures includes the right to redeem the Debentures upon the occurrence of any of the following events:
(1) the Issuer can no longer deduct, in full, the interest payable to the Debenture Holders as an expense for the purpose of calculating its corporate income tax in Thailand;
(2) any change in the credit rating methodology or interpretation thereof applicable to the Debentures results in the Issuer being able to treat the Debentures as equity credit in an amount lower than that recognized on the Issue Date, or being unable to treat the Debentures as equity credit for any reason whatsoever; or
(3) any change in the accounting standards applicable to the Issuer, or in the interpretation thereof, by the organization responsible for establishing the accounting standards, i.e., the Federation of Accounting Professions, results in the Issuer being able to classify the Debentures as equity in an amount lower than that recognized on the Issue Date, or being unable to classify the Debentures as equity for any reason whatsoever.
3 Investors can find the 5-Year Government Bond Yield here.
4 If the Issuer defers any interest payment or has any outstanding deferred interest, it will be subject to the “Restriction upon Interest Deferral”, under which the Issuer shall: (1) not declare or pay any dividends; (2) not pay any interest or make any distribution of assets to any holder of Parity Securities or Junior Securities; and (3) not redeem, reduce, cancel, purchase or repurchase any of its securities ranking pari passu with or junior to the Debentures for any consideration.
