EA Seeks Debentureholder Approval for Debt Flexibility
Energy Absolute Public Company Limited (SET: EA), the debenture issuer, has convened Debentureholders’ Meeting No. 5/2025 to underscore the critical need for greater flexibility in managing its complex debt portfolio.
According to a disclosure dated October 9, 2025, the joint meeting, which involves 13 tranches of debentures, is scheduled for Friday, October 17, 2025, at 14:00 hours. The meeting will be conducted in a hybrid format, allowing for participation both in person and electronically, to ensure maximum attendance and quorum.
Market attention is predominantly focused on Agenda 3, a pivotal proposal that seeks explicit approval from the debentureholders to grant a critical waiver. If approved, this waiver will officially allow EA to freely negotiate with all of its creditors, which includes the debentureholders themselves and various financial institutions.
The goal of these negotiations is to secure a postponement of debt repayment schedules or to make necessary amendments to the existing debt structures, reflecting the company’s proactive approach to financial management.
This pre-approval is viewed as essential to prevent what could otherwise be classified as a technical default. Without this waiver, any negotiation process or the subsequent signing of related contracts or agreements to restructure debt could inadvertently be deemed an “event of default” under the restrictive Clause 11.1(j) of the Terms and Conditions that govern the relevant debentures.
The immediate and significant benefit of granting this waiver is that it would take effect immediately upon approval and remain valid until December 2025, providing a crucial window for EA to finalize its financial restructuring without the threat of technical breach.
Addressing Technical Default Risks Through Waiver
The primary objective of Agenda 3 is a preventative measure, specifically designed to safeguard EA from the potential financial and reputational damage associated with a technical default.
A technical default, in this context, would not necessarily mean that the company is failing to make its scheduled payments, but rather that a specific condition or covenant in the debenture agreement—in this case, Clause 11.1(j), which restricts unilateral negotiation of debt structures—has been breached by the act of seeking restructuring.
By securing this waiver, EA ensures that its necessary and proactive steps to negotiate for debt repayment flexibility are fully sanctioned by the debentureholders.
The waiver, if granted, will apply to any agreements or contracts signed during the validity period related to the postponement of debt repayment or the amendment of debt structures. This gives the management team the confidence and legal cover required to conduct meaningful negotiations with its diverse creditor base.
The vote on this critically important Agenda 3 is strictly limited to debentureholders of 11 specific tranches, which include EA257A, EA259A, EA279A, EA299A, EA329A, EA261A, EA281A, EA301A, EA331A, EA269A, and EA289A.
The exclusion of two specific tranches, EA297A and EA298A, is due to the fact that their governing Terms and Conditions do not contain the specific Clause 11.1(j) that mandates the need for this protective waiver, simplifying the process for those two groups and underscoring the legal specificity of the issue EA is addressing.
Eligibility and Future Financial Management Outlook
The convening of this joint debentureholders’ meeting and the focus on securing the waiver for financial flexibility demonstrates EA’s commitment to transparent and responsible debt management, even when facing the need for structural adjustments.
The process for determining eligibility to attend and cast a vote at the meeting was handled through a register closure date of October 2, 2025. Only those debentureholders recorded on the official register as of this date are considered eligible to participate in the vote on Agenda 3, ensuring a clear and legally sound voting process that adheres to the established rules and regulations governing the debentures. This cutoff date is standard practice to manage the logistics of the hybrid meeting and ensure the accuracy of the voting base.
The successful passage of Agenda 3 is paramount for EA’s near-term financial maneuvering. By gaining the ability to amend debt structures and postpone repayment schedules until December 2025, the company can strategically realign its balance sheet to better accommodate its operational cash flows and investment needs, especially as it continues to develop its projects in the sustainable energy sector.
This move signals a deliberate strategy by EA to ensure long-term financial health and stability, proactively mitigating risks that could otherwise derail its capital expenditure plans and market confidence. The outcome of the vote is eagerly awaited by the market as it will provide a clear indication of debentureholder support for the issuer’s approach to financial restructuring and future management.
