SET Announcements

Ref. SS/0198/1999 28 April 1999 Subject : Report the Resolutions at the Board of Directors Meeting # 4/1999 To : Director and Manager of The Stock Exchange of Thailand The Sansiri Public Company Limited's board of directors meeting (# 4/1999) held on 28 April 1999 during 2.00 p.m. to 3.00 p.m., has passed the following resolutions: 1. THAT the Company will offer its newly issued shares in the amount of 19,000,000 newly issued shares (Nineteen Million Shares) with the par value of Baht 10.- (Ten Baht) each to the DBS Thai Dhanu Bank Public Company Limited , one of the 17 institutional investors as specified in the SEC Announcement , at the price of Baht 5.- (Five Baht) per share. Mr. Srettha Thavisin, the President was appointed by the board of director to set the particular date, time and venue of the share subscription of the said offer in accordance with conditions agreed with the DBS Thai Dhanu Bank Public Company Limited. Thus the objective of this shares offering was to raise money from the DBS Thai Dhanu Bank Public Company Limited to repay the outsatnding debt owe to it in accordance with the debt settlement agreement. Prior to this offering, the DBS Thai Dhanu Bank Public Company Limited held 3,600,000 shares (Three Million, Six Hundred Thousand Shares) in the Company so that after the subscription of the said offering shares , the DBS Thai Dhanu Bank Public Company Limited will hold 22,600,000 shares (Twenty Two Million, Six Hundred Thousand Shares) in the Company which equal to 18.03 % of the Company's paid up capital. 2. THAT the Company will offer its newly issued shares in the amount of 4,000,000 shares (Four Million Shares) with the par value of Baht 10.- (Ten Baht) each to the Kay Thai Company Limited, one of the 17 institutional investors as specified in the SEC Announcement , at the price of Baht 5.- (Five Baht) per share. Mr. Srettha Thavisin, the President was appointed by the board of director to set the particular date, time and venue of the share subscription period of the said offer in accordance with conditions agreed with the Kay Thai Company Limited. Thus the objective of this shares offering was to raise money from the Kay Thai Company Limited to repay the outstanding debt owe to it in accordance with debt settlement agreement. Prior to this offering, the Kay Thai Company Limited did not hold any shares in the Company so that after the subscription of the said offering shares, the Kay Thai Company Limited will hold 4,000,000 shares (Four Million Shares) in the Company which equal to 3.19 % of the Company's paid up capital. -2- 3. THAT the Company will offer its newly issued shares in the amount of 18,000,000 shares (Eighteen Million Shares) with the par value of Baht 10.- (Ten Baht) each to the TISCO Finance Public Company Limited, one of the 17 institutional investors as specified in the SEC Announcement,at the price of Baht 5.- (Five Baht) per share. Mr. Srettha Thavisin, the President was appointed by the board of director to set the particular date, time and venue of the share subscription of the said offer in accordance with conditions to be further agreed with TISCO Finance Public Company Limited. Thus the objective of this shares offering was to raise money from the TISCO Finance Public Company Limited to repay the outstanding debt owe to it in accordance with debt settlement agreement to be finalised and executed. Prior to this offering, the TISCO Finance Public Company Limited did not hold any shares in the Company so that after the subscription of the said offering shares, the TISCO Finance Public Company Limited will hold 18,000,000 shares (Eighteen Million Shares) in the Company which equal to 14.36 % of the Company's paid up capital. 4. THAT the Company will offer its newly issued shares in the amount of 353,846 shares (Three Hundred and Fifty Three Thousand, Eight Hundred and Forty Six Shares) with the par value of Baht 10.- (Ten Baht) each to the Chanachai Limited, one of its subsidiaries who was qualified to be one of the 17 institutional investors as specified in the SEC Announcement,at the price of Baht 5.- (Five Baht) per share. The share subscription of the said offer will commence from 29 April 1999 to 7 May 1999 during 8.00 - 17.00 hour each day , provided that if the total amount of the offering shares are subscribed on any day earlier than the last day of the said subscription period, such day will deemed to be the closing date of the subscription period. Thus the objective of this shares offering was to raise money from the Chanachai Limited to repay the Company's debt and Chanachai Limited will use the subscribed shares to settle its debt with the Jardine Schindler Thai Company Limited in accordance with debt settlement agreement to be executed between them. Prior to this offering, the Chanachai Limited held 52,781 shares in the Company so that after the subscription of the said offering shares, Chanachai Limited will hold 406,627shares (Four Hundred and Six Thousand, Six Hundred and Twenty Seven Shares) in the Company which equal to 0.28 % of the Company's paid up capital. Please be informed accordingly. Yours sincerely, ...................... Mr. Srettha Thavisin President