Capital Increase (F53-4)
BackJun 09, 2006
(F53-4)
Capital Increase Report Form
Siam Future Development Public Company Limited
9 June 2006
We, Siam Future Development Public Company Limited would like to
report the resolution of Board of Director no. 3/2006, held on 8 June 2006
at 4:00 - 5:00 p.m. in respect of a capital decrease/increase/share
allotment as follows:
1. Capital Decrease:
The meeting of the board of directors passed a resolution approving the
decrease of a registered capital of the Company from Baht 500,000,000 to Baht
424,117,769 by means of decreasing 75,882,231 ordinary shares with
a par value of Baht 1 each, totaling Baht 75,882,231.
2. Capital Increase:
The meeting of the board of directors passed a resolution approving
the increase of a registered capital of the Company from Baht 424,117,769
to Baht 533,947,769 by means of issuance of 109,830,000 ordinary shares
with a par value of Baht 1 each, totaling Baht 109,830,000.
3. Allotment of new shares:
The meeting of the board of directors passed a resolution approving the
allotment of 109,830,000 ordinary shares with a par value of Baht 1 each,
totaling Baht 109,830,000, the details of which are as follows:
3.1 Details of Allotment
Allotted to Number Ratio Sale price Subscription Note
Existing
shareholders Not greater
than 84,830,000 5:1 5.00 7-11 Aug 06
The existing shareholders may exercise their rights to subscribe the shares
in excess of their rights provided that those shares will be allocated to the
existing shareholders which have declared their intention to subscribe the newly
issued shares in excess of their rights in proportion to their initial
subscription. If there are still outstanding shares unsubscribed, such
unsubscribed shares shall be further cancelled.
For supporting
the exercising
the right of
warrant from ESOP Not greater than 15,000,000
For supporting
the exercising
the right of
warrant according
to change in exercise
price Not greater than 10,000,000
3.2 The Company's plan in case where there is a fraction of shares
remaining will be round up to the next integer value.
3.3 The remaining shares from the allotment.
- None-
4. Schedule for shareholders meeting to approve the capital
increase/decrease allotment
The extraordinary meeting of shareholders no. 1/2006 is scheduled
to be held on 14 July 2006 at time 2:30 p.m. at Plaza Athenee Hotel,
Wireless Road, Bangkok. The share register will be closed for share transfer
in order to determine the right to attend this meeting from 23 June 2006
at 12.00 o'clock, until the meeting has been duly convened.
5. Approval of the capital increase/decrease share allotment
by relevant governmental agency and conditions thereto (if any)
None
6. Objectives of the capital increase and plans for
utilizing proceeds received from the capital increase
The proceeds will be used for expanding future projects and working
capital.
7. Benefits which the Company will receive from the capital
increase/share allotment:
This capital increase will enlarge the Company's capital base which
will enhance its capability in expanding future projects.
8. Benefits which the shareholders will receive from the
capital increase/share allotment:
8.1. Dividend policy
Not less than 40% of earnings after tax with no impact on normal business
operation of the Company
8.2. The subscribers of this capital increase will have the right to
receive dividend starting from the fiscal year they become shareholders
8.3. Others
The right to receive dividend for the Company's warrant holders will start from
the fiscal year they exercise their warrants
9. Other details necessary for shareholders to approve the capital
increase/share allotment
None
10. Schedule of action where the board of directors of the Company passes
a resolution approving the capital increase or allotment of new shares
Please see Attachment
The Company hereby certifies that the information contained in this
report form is true and complete in all respects.
Signed............ Authorized director
(Mr. Somnuk Pojkasemsin)
President
Attachment
Schedule
The board's extraordinary meeting approves the capital increase/decrease share
allotment
8 June 2006
The Company reports the board's resolution to the SET
9 June 2006
The close of the share register for determining the right to attend the meeting
23 June 2006
Extraordinary shareholders'meeting
14 July 2006
The Company reports the shareholders' resolution to the SET 17 July 2006
The close of share register book for determining the right of shareholders to
subscribe new shares
25 July 2006
Subscription period and payment of subscription payment
7-11 August 2006