SET Announcements

Enclosure(2) Summary of the details terms and conditions of Subscription Agreement between the Company and Starwood Thailand Corporation (i) Through 31 December 2002, Starwood Thailand Corporation (Starwood) has an option to subscribe and/or to designate other persons who must be its affiliates (each a Starwood Designate) to subscribe for up to 51% (Fifty One Percent) of the total issued shares of the Company pursuant to the terms and conditions of the agreement (provided that any applicable foreign ownership restrictions will not be breached). (ii) The details of this option are as follows. (a) Initially Starwood or a Starwood Designate will subscribe for no less than 8,000,000 (Eight Million) shares at Baht 5 (Five Baht) per share. (b) Starwood or a Starwood Designate may subscribe for 8,000,000 (Eight Million) shares at Baht 5 (Five Baht) per share prior to 30 January 2000 upon request by the Company. (c) Starwood or a Starwood Designate may subscribe for 32,400,000 (Thirty Two Million Four Hundred Thousand) ordinary shares at Baht 10 (Ten Baht) per share in accordance with the terms of the Debt Repayment Agreement (as outlined below). (d) The subscription price for the remainder of the shares is to be Baht 5 (Five Baht) per share unless otherwise provided. (iii) In the event that it is not possible for the Company to issue ordinary shares at Baht 5 (Five Baht) per share, alternative securities to be agreed by Starwood and the Company may be issued. If such alternative means cannot be agreed by Starwood and the Company to achieve this commercial goal, Starwood may subscribe ordinary shares at Baht 10.- per share (or the minimum par value [not being less than Baht5.-] permitted by the Listing Rules of SET) and if Starwood chooses to do so, the Company is obligated, to the extent permitted by law, to provide to Starwood the economic benefit equal to the excess of the total subscription price paid by Starwood for the shares. (iv) In order to induce Starwood to invest in the Company, Starwood shall be entitled to nominate directors of the Company. Starwood is to be given a right to approve certain matters relating to the management of the Company and shall have rights to review the financial and accounting records of the Company. Enclosure(2) -2- (v) It is expected that the current low interest rates will give rise to improved opportunities for investment in the property market in the short term. The Company is currently restructuring its debts with certain financial institutions. This restructuring process may take some time. Therefore, in order for the Company to capitalise on the opportunities in the short term, the Share Subscription Agreement provides that, subject to any regulatory approvals, the Company is to enter into arrangements with an entity, the equity of which is fully owned by Starwood or its Designated Parties (Assetco) whereby: (a) Prior to approaching third parties with respect to the provision to Assetco of property management services for any project, Assetco will inform the Company of its need to engage property management services and will in good faith consider engaging (but without any obligation to so engage) the property management services of the Company on a property-by-property basis when appropriate at market rates and otherwise on terms and conditions acceptable to Starwood and the Company. (b) Assetcos business shall consist of investing in wholly owned or less than wholly owned Thai real estate assets through single purpose entities. The Company shall be entitled to elect to co-invest with Assetco in the special purpose entity utilized for a particular property investment transaction on a pari passu basis with Assetco (transaction by transaction) for up to 25% (Twenty Five percent) of the equity required by the special purpose entity used for such particular transaction. Enclosure(2) -3- (c) The Company shall, during the period through 31 December 2003, introduce to Assetco, and shall permit Assetco, in preference to itself, to invest in all Thailand real estate opportunities identified by the Company. This requirement will cease to apply (i) if on 31 December, 2001, Assetco has not acquired any interests in Thai real estate assets or, (ii) if at any time, Starwood and all Starwood Designates collectively hold less than 5 Million shares (or securities convertible thereinto). (d) At all times when the Company is required to introduce opportunities to Assetco, Starwood and any Starwood Designates and Assetco will discuss with the Company all Thailand real estate opportunities (excluding purchases of equity interests listed on the SET or another recognized stock exchange) which they identify. However, they shall not be obligated to pursue any such opportunity or acquire any such asset with the Company or through Assetco and may do so on their own or with others without obligation to anyone. Starwood, the Starwood Designates and Assetco designates will not circumvent the Company in respect of any prospective transaction which is introduced to Starwood by the Company if such introduction occurs prior to such transaction being marketed to the industry generally. (e) From the date of its formation, Assetco shall pay an annual asset management fee to the Company equal to 0.375% of Assetcos gross invested amount (equity and debt), as the same shall vary from time to time provided however that, for the first year, and, if Starwood shall have subscribed for 8,000,000 (Eight Million) shares, then also for the second year, Baht 40,000,000 (Forty Million Baht) shall be deducted from the annual management fee (but in no case shall this fee be less than zero). (vi) The Company waives any claims if may have against its directors and indemnifies them in respect any claims brought against them in respect of their actions as directors of the Company provided they are acting in good faith in the interests of the Company and in accordance with all laws, the Memorandum and Articles of the Company and the resolutions of the Shareholders. Enclosure(3) Summary of the details terms and conditions of Debt Repayment Agreement between the Company and Starwood Thailand Corporation (i) Starwood proposes to acquire debt owed under certain loan agreements between the Company or its subsidiaries and various financial institutions which are currently held by the FRA (the Transferred Debt) (ii) Starwood has an option to require that the Company issue ordinary shares to it at par value of Baht 10 (Ten Baht) by means of a private placement such that the aggregate subscription price paid by Starwood is equal to the principal component of the Transferred Debt. Upon Starwoods subscription, the Company will be required to repay the Transferred Debt. (iii) Starwood or the Company (provided certain conditions are met) may give notice requiring repayment of the Transferred Debt. In the event the Company requests repayment, Starwood may, instead of Subscribing for shares in the Company, require that the Company repay Starwood. (iv) Starwood agrees not to demand repayment by the Company or any of its subsidiaries or to take any enforcement action with respect to the Transferred Debt provided that the Company is not in breach of its obligations under the Subscription Agreement or the Debt Repayment Agreement. Enclosure(4) Summary of the details terms and conditions of Subscription Agreement between the Company and Cathay Asset Management Company Limited (i) The Company agrees to invest in the Cathay Asset Management Company Limited (Cathay) by subscribing its 500,000 (Five Hundred Thousand) newly issued ordinary shares at Baht 12 (Twelve Baht) per share totaling Baht 6,000,000.-, resulting the Company to hold upto 20% of its registered capital. (ii) The Company will be entitled to appoint one of the five directors of Cathay. (iii) Unless otherwise approved by Khun Kittiratt, Khun Kittiratt has a right of first refusal over any shares in Cathay which the Company wishes to transfer. Similarly, the Company has a right of first refusal over any shares in Cathay which Khun Kittirat wishes to transfer (save for transfers by Khun Kittiratt to specified persons). (vi) The Company has an option to require Khun Kittiratt to acquire its shares in Cathay at book value should Khun Kittiratt withdraw from management of Cathay. Enclosure(5) The Direction in Exercising the Discretion Granted to the Board in respect of the Issue and Allotment of Newly Issued Shares (a) 8,000,000 (Eight Million) ordinary shares shall be issued to Starwood Thailand Corporation (Starwood) or a foreign fund designated by it at Baht 5 (Five Baht) per share. (b) Up to 32,400,000 (Thirty Two Million, Four Hundred Thousand) ordinary shares shall be issued at Baht 10 (Ten Baht) per share to Starwood or any person designated by Starwood (a Starwood Designate)subject to the following conditions: (i) not more than 32,400,000 (Thirty Two Million, Four Hundred Thousand) ordinary shares shall be issued; (ii) the shares shall be issued from time to time upon the Company or any of its subsidiaries being obliged to repay principal amounts owing by the Company or any of its subsidiaries to Starwood or a Starwood Designate under certain loan agreements between the Company or its subsidiaries and various financial institutions which are currently held by the FRA (the Loan Agreements); and (iii) subject to paragraph (i) above, the number of ordinary shares to be issued shall be such that the aggregate price (at Baht 10 (Ten Baht) per share) is equal to the principal component of the amounts owing by the Company under the Loan Agreements which is to be repaid by the Company from time to time. (c) 8,000,000 (Eight Million) ordinary shares shall be issued at Baht 5 (Five Baht) per share to Starwood or any person designated by Starwood subject to the following conditions: (i) the shares shall not be issued unless Starwood agrees to subscribe for the shares on or before 30 January 2000 following receipt of a written request from the Company on or before 31 December 1999; and Enclosure(5) The Direction in Exercising the Discretion Granted to the Board in respect of the Issue and Allotment of Newly Issued Shares (d) Up to 550,000,000 (Five Hundred Fifty Million) ordinary shares shall be issued at Baht 5 per share to Starwood or Starwood Designate subject to the following conditions: (i) the shares shall be issued on or prior to 31 December 2002; (ii) the shares shall not be issued unless Starwood provides a written notice to the Company prior to 15 December 2002 indicating that it or a Starwood Designate wishes to subscribe for the shares; (iii) the aggregate number of shares which may be issued up to any particular point in time may not exceed the number which (if any securities held by Starwood and the Starwood Designates are converted into shares) results in the aggregate number of shares subscribed by Starwood and any Starwood Designates in accordance with paragraphs (a)-(c) above or any other securities acquired by Starwood and/or a Starwood Designate in accordance with the Subscription Agreement approved in Item 5 above) (the Acquired Shares) accounting for 51% (Fifty One percent) of the total issued shares of the Company (assuming conversion of any convertible securities issued by the Company), or where Starwood and any Starwood Designates have sold Acquired Shares, 51% (Fifty One percent) less the number of Acquired Shares sold up to such point in time; (e) Any issue of shares to Starwood or any Starwood Designate will only permitted if such issue will not result in a breach of the foreign ownership limit specified in the Articles of the Company from time to time. (f) The number of shares to be issued to Starwood or any Starwood Designate in accordance with paragraphs (a)-(d) above shall not exceed the number of ordinary shares registered in accordance with the capital increase approved in Item 10 above but unsubscribed. (g) The Board is authorized to allot and issue any ordinary shares registered pursuant to the capital increase approved in Item 10 above but which are not issued to Starwood and/or any Starwood Designate in accordance with paragraphs (a) (d) above as directed by the shareholders from time to time. Enclosure(5) The Direction in Exercising the Discretion Granted to the Board in respect of the Issue and Allotment of Newly Issued Shares (h) In the event that the total number of shares to be issued pursuant to the capital increase approved in Item 10 above is insufficient to satisfy in full the requirements for the relevant subscriptions by Starwood and/or any Starwood Designate in accordance with the terms of the Subscription Agreement approved in Item 5 above, the Board shall recommend to the shareholders of the Company that they approve: (i) an increase of the capital of the Company by the issue of that number of shares (or other convertible securities convertible into shares as determined by Starwood and the Company in accordance with the terms of the Subscription Agreement) as is necessary to satisfy in full the requirements and; (ii) any necessary amendments to the Memorandum and Articles of Association necessary to implement such increases. Enclosure(6) The Amended Articles of the Companys Articles of Association ARTICLE 9. The Companys shares are freely transferable without restriction, save such transfers as will cause the foreign shareholding to exceed 39 (thirty nine) per cent of the total issued shares. Other than, by transfer of shares, foreigners may hold the Companys shares in any of the following ways: (1) subscription for newly-issued shares by exercising rights as an existing shareholder; (2) subscription for newly-issued shares which are offered for sale to the public or otherwise, as may be permitted by law; (3) dividend payment in the form of shares; (4) conversion of convertible debentures or the exercise of rights attached to warrants; (5) naturalisation from Thai to become a foreign national or taking up foreign nationality by the effect of law. However, the shareholding of foreigners pursuant to the above shall not cause the Companys foreign shareholding to exceed 39 (thirty nine) per cent of the total issued shares. ARTICLE 10. The Company may refuse to register any transfer or holding of shares which is inconsistent with the provisions of Article 9. In such case, the transferee or the holder of such shares shall immediately dispose of all or some of its shares so that the Companys foreign shareholding shall not exceed 39 (thirty nine) per cent of the total shares issued. For this purpose, the Companys board of directors may proceed as may be necessary for the compliance herewith. ARTICLE 14. The Company shall have a board of directors comprising 11 (eleven) directors who shall be appointed by the shareholders meeting. Not less than half of the total number of directors must have residence in the Kingdom ARTICLE 23. A Board of Directors meeting shall be held at least once every three months in accordance with the timetable determined in advance for each year or at any time as required by the applicable law or for administrative purposes. Enclosure(6) The Amended Articles of the Companys Articles of Association ARTICLE 24. The meetings of the Board of Directors shall be called by the Chairman of the Board. In any case where two or more directors request that a meeting be called, the Chairman of the Board shall fix a meeting date within 14 (fourteen) days after receipt of such request. In calling a meeting, the Chairman of the Board or the person designated by the Chairman shall send a notice to each director not less than 14 (fourteen) days in advance of the meeting, save in the case of urgency where it is necessary to protect the rights or privileges of the Company, when a meeting may be called by other means and held with shorter notice. Such notice must specify the day, time, place and the agenda of the meeting, and shall be accompanied by all documents relevant to the meeting. ARTICLE 26. The Board of Directors has the power and responsibilities to manage and administer the Company in compliance with the objects and Articles of Association of the Company as well as the resolutions of the general meetings of shareholders. Any two of the directors may jointly sign to bind the Company with the Companys seal affixed. Subject to the provisions of the foregoing paragraph, the Board may appoint the authorized directors who shall sign to bind the Company with the Companys seal affixed. The Board may appoint a committee of executive officers to carry out the Companys day-to-day business or such other activities as assigned by the Board. The chief executive officer shall be appointed by the Companys Board of Directors. Executive officers shall be entitled to remuneration and allowance in such amount as the Board of Directors meeting may determine, without prejudice to their other rights to receive other remuneration or benefits as directors of the Company pursuant to Article 29 hereof or as employees or staff of the Company. An Executive Officers meeting shall be held at least once a month. In calling such a meeting, the chief executive officer or the person designated by him shall send a notice to each executive officer not less than 14 (fourteen) days in advance of the meeting. Such notice must specify the day, time, place and the agenda of the meeting, and shall be accompanied by all data and information relevant to the meeting. Enclosure(6) The Amended Articles of the Companys Articles of Association An Executive Officers meeting may be held either by way of teleconference or by circulating a resolution of the meeting to all executive officers for their signatures, as may be necessary or practical in each case. An Executive Officers meeting shall be conducted in English if any of the members present is an expatriate who does not know the Thai language, and in such case, the agenda of the meeting and all data and information concerned shall be in English. ARTICLE 26/1 At any time as the Board of Directors may deem appropriate, any committee other than the committee of executive officers may be appointed to assist the Board of Directors in the management of the Companys business. A:\enclose2-6.doc 8:36 5/3/99