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