SET Announcements

Total 599,937 5,648 (1,064) 604,521 116,160 25,990 (888) 141,262 - (29,999) - (29,999) 483,778 433,260 (Amounts in thousand Baht) The Company Cost Accumulated Depreciation Allowance for devaluation on leasehold Book value At beginning Acquisition Disposal At end At beginning Depreciation Disposal At end At beginning Addition Deduction At beginning At beginning At end of year of year of year of year of year of year of year ofyear Leasehold 548,569 - - 548,569 83,809 18,285 - 102,094 - (29,999) - (29,999) 464,760 416,476 Building and improvement 2,508 - - 2,508 1,360 84 - 1,444 - - - - 1,148 1,064 Fixtures and equipment 25,361 4,879 (21) 30,219 16,888 4,497 (20) 21,365 - - - - 8,473 8,854 Vehicles 7,817 - (613) 7,204 5,545 1,048 (453) 6,140 - - - - 2,272 1,064 Total 584,255 4,879 (634) 588,500 107,602 23,914 (473) 131,043 - (29,999) - (29,999) 476,653 427,458 Depreciation and amortization for year ended December 31, 1999 were Baht 25,990,340.69 and Baht 23,914,318.74 in the consolidated and in the Company's financial statements, respectively. Depreciation and amortization for year ended December 31, 1998 were Baht 27,634,272.95 and Baht 25,669,975.25 in the consolidated and in the Company's financial statements, respectively. As at December 31, 1999 equipment at cost of Baht 12,698,826.03 and 11,054,619.73 in the consolidated and in the Company's financial statements, respectively are fully amortized but still in use. Lease agreement is for 30 years, from June 1, 1994 to May 31, 2024. In November 1999, the parent company revalued leasehold right using fair market value method by independent appraiser approved by the Stock Exchange Committee. The book value of leasehold right was in amount of Baht 447.99 million. The appraised valuation was in amount of Baht 418 million. So the allowance for devaluation was Baht 29.99 million. NOTE 13 - BANK OVERDRAFTS AND LOANS FROM FINANCIAL INSTITUTIONS Bank overdrafts and loans from financial institutions as at December 31, consisted of: Consolidated The Company 1999 1998 1999 1998 Baht Baht Baht Baht Bank overdrafts 14,268,938.78 95,622,989.48 13,905,885.64 61,272,467.94 Loans from commercial banks - 15,000,000.00 - 15,000,000.00 Promissory notes - finance companies 743,518,641.00 812,781,654.70 613,644,641.00 647,907,654.70 Total 757,787,579.78 923,404,644.18 627,550,526.64 724,180,122.64 NOTE 14 - CONSTRUCTION PAYABLES Parent Company On September 9, 1999, the Company entered into a compromise agreement with two construction creditors in the net amount of Baht 42.28 million. In summary, the Company and the creditors agreed to waive all liabilities due to them. As a result, the Company's profit increased in the amount of Baht 42.28 million. Initially, these creditors filed a lawsuit against the Company claiming for the construction cost payment, and at a later time, the case was withdrawn. On June 14, 1999, the Company entered into an agreement with the 3 construction creditors regarding the repayment of debts which included the value added tax, in the amount of Baht 1.47 million, being guaranteed by a subsidiary company. In summary, the guarantor agreed to repay for the Company by a transfer of 142,999 share units at Baht 10 par value totaling Baht 1.43 million. As a result, the Company recognized expense from the transfer of assets in settlement of debts, in the amount of Baht 0.04 million Construction payables as at December 31, 1998 , included payables, which sued the Company regarding payment of construction cost, but the lawsuit was subsequently withdrawn. Originally, the creditors have submitted invoices requesting payment of Baht 47 million, but the Company recognized only Baht 21 million, due to the fact that assessment value of project was lower than the amounts charged from creditors. Subsidiaries On March 23, 1999 a subsidiary entered into an agreement with two construction creditors regarding the repayment of net construction payable in the amount of Baht 4.74 million. In summary, the construction payable, construction retention and advance payment for construction have been offset against each other. As a result, the Company has no debt to pay. In the first quarter of 1999 a subsidiary, Jainad Limited, transferred the rights of a condominium of Baht 38.03 million in settlement for the net construction payable amounting to Baht 25.54 million, causing the subsidiary realized a loss of Baht 12.26 million. In the second quarter of 1999 a subsidiary, Chanachai Limited, entered into a compromise agreement or memorandum of understanding with 6 construction creditors, with the parent company and subsidiary as guarantors, regarding the repayment of debts in the amount of Baht 46.63 million. In summary, the subsidiary would pay cash in the amount of Baht 20 million and by a transfer of securities in the amount of Baht 1.86 million and the Company would pay the remainder of Baht 20 million on behalf of the subsidiary. The creditor would then purchase new share capital of the Company; being 4,000,000 ordinary shares at a price of Baht 5. In addition, the guarantor transferred securities to repay the debts in the amount of Baht 2.26 million, causing the subsidiary to recognize a debt restructuring expense of Baht 1.10 million and gain on the transfer of assets in settlement of debts of Baht 1.41 million. In the second quarter of 1999 a subsidiary, Jainad Limited, entered into an agreement with a construction creditor, regarding the repayment of construction payable in the amount of Baht 2.89 million. In summary, the company would pay cash in the amount of Baht 1.44 million and for the remainder of Baht 1.45 million under the condition that the creditor would purchase new share capital of the Company, being 142,758 ordinary shares at a price of Baht 5 and 73,542 ordinary shares at a price of Baht 10 million. On November 6, 1998, a subsidiary entered into an agreement with two construction payable creditors regarding the repayment of construction payable. In summary, the subsidairy agreed to repay within January 31,1999 by cash in the amount of Baht 12.65 million and transfer of right of condominium in settlement of debts amounting to Baht 38.03 million. NOTE 15- TRANSFER ASSETS IN SETTLEMENT OF DEBTS WITH FINANCIAL INSTITUTIONS Parent Company 15.1 As at March 31, 1999, the Company, as a debtor, and a subsidiary, as guarantor, entered into a debt restructuring agreement with a financial institution regarding the repayment of loan and accrued interest in the amount of approximately Baht 26.74 million as at February 28, 1999. The Company and the guarantor agreed to repay by cash, in the amount of Baht 1.99 million, and a transfer of land under development of the guarantor in the amount of Baht 20.07 million. As a result, the Company realized gain in the second quarter of 1999 from transferring of assets to settle debts in the amount of Baht 4.68 million. From the transfer of land under development, in the amount of Baht 20.07 million, the book value of which was Baht 34.51 million, the subsidiary realized a loss on asset transferred in settlement of debts of Baht 14.44 million. 15.2 On April 9, 1999, the Company entered into a debt restructuring agreement with a domestic commercial bank regarding the repayment of loans in the amount of approximately Baht 432.72 million and interest payable Baht 109.79 million by transferring the project land at a book value of approximately Baht 702.18 million. For the purpose, the Company agreed to offer an increase of share capital totaling Baht 95 million divided into 19 million ordinary shares of Baht 5 per share to the commercial bank, the proceeds of which will be used to repay debts to the commercial bank. As a result, the Company realized the net loss in the amount of Baht 254.67 million. 15.3 On May 28, 1999, the parent company and a subsidiary, as debtors, entered into a debt restructuring agreement with a financial institution, with two subsidiaries, as mortgagors and also as guarantors against the repayment. As at March 31,1999, the remaining principal and accrued interest of the Company were Baht 325.30 million and Baht 97.43 million respectively, and those of the subsidiary of Baht 15 million and Baht 3.92 million. In summary, the finance company agreed to purchase the increased share capital of the parent company, being 18 million ordinary shares at a price of Baht 5 per share totaling Baht 90 million and the parent company would use the proceeds to repay the principal of the subsidiary in the amount of Baht 15 million and interest payable up to March 31,1999 of Baht 2.48 million. As a result, the subsidiary realized gain on the assets transferred in settlement of debts in the amount of Baht 1.44 million. The remaining balance was divided into two parts, one for the payment of interest payable up to March 31,1999 of Baht 61.65 million, from which, the Company realized gain on the assets transferred in settlement of debts in the amount of Baht 35.78 million, and the other one for payment of the remaining interest payable up to July 31,1999 of Baht 10.87 million. The finance institution had extended the repayment period for the remaining principal and reduced the interest rate. In addition, another financial institution's claim from the Company will be bid within a certain period of time. If successful, the financial institution will agree to accept the repayment of loans and accrued interest and obligation to claims, by transfer of the guarantor's land under development, having the same total value, which is mortgaged as collateral under the conditions of the repurchase agreement and agree to release the mortgaged shares of the Company invested in the two subsidiaries, which the Company has mortgaged as collateral. But if the financial institution does not obtain a right of claim in time, the Company agrees to repay principal and accrued interest due immediately. 15.4 On July 8, 1999, the Company and a subsidiary, as debtors entered into a debt restructuring agreement with a domestic commercial bank, regarding the repayment of loan, overdraft and accrued interest of the Company in the amount of Baht 47.26 million as at May 31,1999 and overdraft of a subsidiary in the amount of Baht 26.50 million. In summary, the Company and the subsidiary agreed to transfer the Company's land under development for settlement of debts amounting to Baht 24.33 million, land under development of the subsidiary for settlement of debts amounting to Baht 19.42 million and to pledge the 21,000 financial institutional shares owning by the Company. In addition, the Company agreed to repay by cash in the amount of Baht 30 million under condition that the bank would then purchase new share capital of the parent company, being 3,000,000 ordinary at the price of Baht 10 per share. As a result, the Company realized the net profit from the transfer of assets for settlement of debts in the amount of Baht 16.13 million and the subsidiary realized the net loss from this settlement of debts in the amount of Baht 16.02 million. The Company and subsidiary have the right to repurchase the above land within 3 years after the completeness of the payment in the amount of Baht 65.69 million. 15.5 On June 8, 1998, the Company entered into an agreement with a domestic commercial bank regarding the repayment of loans. The bank agreed to transfer the credit facilities and the securities as described in the credit agreement, specifically in relation to the principal amount of Baht 187 million including the pledged rights on land of the Saladaeng 748 project to a company which is the real estate credit management company under the guideline laid down by the Bank of Thailand. The Company transferred the guaranteed land totaling Baht 349 million to the said company for repayment of debts. As a result, the Company had realized the loss from the transfer of the real estate development projects for settlement of debts in the amount of Baht 162.32 million. In 1998 the Company transferred rights of condominium, vehicle and certain furniture stated at Baht 690.64 million in settlement of the Company's debts amounting to Baht 446.12 million, causing the Company to recognize a loss of Baht 244.52 million. Subsidiaries 15.6 On March 31, 1999, a financial company, as creditor, litigated the Company, as guarantor, and a subsidiary, as debtor who was in default of loan in the amount of Baht 29.548 million. The litigation was under consideration of the court. Then on June 30,1999, the Company as guarantor and the subsidiary had entered into an agreement with the financial institution regarding the repayment of the debt in the total amount of Baht 30.683 million with a breakdown of the principal of Baht 20 million and accrued interest of Baht 10.683 million. The subsidiary agreed to transfer a right of ownership of the condominium which has cost in the amount of Baht 3.87 million for repayment of debt in the amount of Baht 2.28 million and the remaining by cash of Baht 20.03 million and the creditor used cash received in the amount of Baht 16.03 million to purchase new share capital being 1,603,351 ordinary shares at a price of Baht 10 per share. As a result, the subsidiary realized the profit from the transfer of assets for settlement of debt in the amount of Baht 6.78 million. 15.7 In 1998, the subsidiary is Chanachai Limited transferred rights of condominium and certain land under development totalling Baht 190.96 million to settle debts of the Company and related parties as guarantor debts amounting to Baht 94.93 million, causing the subsidiary to recognize a loss of Baht 96.03 million. NOTE 16 - LONG-TERM DEBTS Long-term debts as at December 31, consisted of: Consolidated The Company 1999 1998 1999 1998 Baht Baht Baht Baht Loans from banks - 413,636,509.93 - 413,636,509.93 Loans from finance companies 338,697,000.00 338,697,000.00 - - Hire-purchase payables - 458,938.87 - 458,938.87 Total 338,697,000.00 752,792,448.80 - 414,095,448.80 Less current portion of long - term debts (338,697,000.00) (752,792,448.80) - (414,095,448.80) - - - - Parent Company - Loan facility from commercial bank of Baht 753 million for developing Baan Luang Suan (658) is due in 2010 with three year grace period and interest at the rate of MLR+0.5% per annum. The Company already paid in 1999. Subsidiaries - Loan facility from finance companies of US$ 12 million for developing Baan Ploenchit is due in 1997. Interest is payable quarterly at the rate of LIBOR+3.5% per annum. - Loans facility from finance company of Baht 275 million for developing Baan see tis is due in 1998. interest is payable monthly at the rate of MLR + 0.5% per annum. - Loans facility from finance companies of Baht 476 million for developing Luang Suan due within 12 years commencing on the date of signing contract, with three year grace period. Interest is payable monthly at the rate of MLR+1% per annum. - Hire purchase payables consisted of hire purchase of vehicles, which are payable monthly within 36 period. The Company already paid in 1999. Current portion of long - term debts is presented as a current liability. NOTE 17 - SHARE CAPITAL Parent Company At the Ordinary Shareholders' Meeting held on April 30, 1998 it was resolved to increase the share capital from Baht 645,500,000 to Baht 945,500,000 by issuing 30 million newly issued ordinary shares at Baht 10 par value totaling Baht 300 million, to be offered for sale in one or at several times to 17 institutional investors as announced by the SEC. As regards the selling price per share, date and time of booking purchase, and payment of shares, these will be at the discretion of the board of directors. After that, at the Board of Directors' Meeting held on June 8, 1998, it was resolved to offer increased share capital for sale totaling Baht 29,280,450 divided into 2,928,045 ordinary shares of Baht 10 par value to a commercial bank in order to restructure the Company's debts. The Company registered the increased paid up share capital on June 12, 1998. At the Board of Directors' Meeting held on July 6, 1998, it was resolved to offer increased share capital for sale totaling Baht 4 million divided into 400,000 ordinary shares of Baht 10 par value to a life insurance company in order to restructure the Company's debts. The Company registered the increased paid up share capital on July 17, 1998. At the Board of Directors' Meeting held on July 31, 1998, it was resolved to offer increased share capital for sale totaling Baht 5 million divided into 500,000 ordinary shares of Baht 10 par value to a finance company and offer increased share capital for sale of 1,222,438 ordinary shares of Baht 10 par value to a life insurance company in order to restructure the Company's debts. The Company registered the increased paid up share capital on August 7, 1998. At the Board of Directors' Meeting held on August 28, 1998, it was resolved to offer increased share capital for sale of 137,023 ordinary shares of Baht 10 par value to a company in order to restructure the Company's debts. The Company registered the increased paid up share capital on September 4, 1998. At the Extraordinary Shareholders' Meeting held on December 17, 1998, it was resolved to decrease the share capital from Baht 945,500,000 to Baht 697,375,060 by canceling 24,812,494 ordinary shares which had not been sold. It was also resolved to increase the share capital from Baht 697,375,060 to Baht 3,312,991,260 by issuing 261,561,620 ordinary shares at Baht 10 per share totaling Baht 2,615,616,200, and allotted as follows: 1 258,074,745 ordinary shares were offered for sale to not more than 35 specific investors in 12 months and/or offered for sale to 17 institutional investors as announced by the SEC. If any of these ordinary shares remain, then they were to be offered to the old shareholders in the portion of their previous holding. If any shares still remain they were to be offered to directors and the Company's staff. As regards date and time of booking purchase, and payment of shares, these will be at the discretion of the Board of Directors. 2. The remaining 3,486,875 shares were issued to support the rights of shares purchased according to warrants held by directors and the Company's staff. The Company registered the decrease and increase in share capital on December 30, 1998. The Company registered the increased paid up share capital of Baht 16,904,375 on July 5,1999, and amount of Baht 205,000 on August 3, 1999. In addition, it was resolved to offer increased share capital for sale at an amount lower than par value by discount in amount of Baht 5 per share. At the Board of Directors' Meeting held on January 11, 1999, it was resolved to offer increased share capital for sale totaling Baht 1,250,000 divided into 250,000 ordinary shares of Baht 5 par value to a domestic security company. The Company registered the increased paid up share capital on January 21, 1999. At the Board of Directors' Meeting held on March 3, 1999, it was resolved to offer increased share capital for sale totaling Baht 30 million divided into 6 million ordinary shares of Baht 5 par value to specific investors as announced by the SEC. The Company registered the increased paid up share capital on March 18, 1999. At the Ordinary Shareholders' Meeting held on April 9, 1999, it was resolved to decrease the Company's share capital from Baht 3,312,991,260 to Baht 794,743,810 by canceling 251,824,745 ordinary shares which had not been sold and to increase the share capital from Baht 794,743,810 to 13,294,143,810 by issuing 1,249,940,000 new ordinary shares of Baht 10 par value, with 478,840,000 ordinary shares offered for sale at a price not less than Baht 10 and 771,100,000 ordinary shares offered for sale at a price of Baht 5 per share, and with allocation of the increased share capital as follows: 1.1 8 million ordinary shares were offered for sale to Starwood Thailand Corporation at Baht 5 per share. 1.2 The remaining 1,241,940,000 increased shares were allotted as follows: (1) 478,840,000 ordinary shares at a sale price not less than Baht 10 per share (2) 763,100,000 ordinary shares at a price of Baht 5 per share. The increased share capital were allotted in one time or in portions for sale at several times, to 17 institutional investors and/or offered for sale to not more than 35 specific investors in 12 months under No 2 of an announcement by the Stock Exchange Committee regarding the condition and procedure of issuing shares. (3) At the discretion of the Board of Directors in relation to allotment. The Company registered the increased paid up share capital that was offered for sale to Starwood Thailand Corporation on April 30, 1999. At the Board of Directors' Meeting held on April 28, 1999, it was resolved to offer increased share capital for sale totaling 41,353,846 ordinary shares of Baht 10 par value to 17 institutional investors as announced by the SEC, and be allotted as follows: 1. The Company will offer 19,000,000 increased newly issued shares at a price Baht 10 par value to commercial bank at Baht 5 per share (see note 15.2 to financial statements). The Company registered the increased paid up share capital on May 28, 1999. 2. The Company will offer 4,000,000 newly issued shares at a price Baht 10 par value to a company at Baht 5 per share. The Company registered the increased paid up share capital on May 21, 1999. 3. The Company will offer 18,000,000 newly issued shares at a price of Baht 10 par value to a finance company at Baht 5 per share (see note 15.3 to financial statements). The Company registered the increased paid up share capital on June 17, 1999. 4. The Company will offer 353,846 newly issued shares at a price of Baht 10 par value to a subsidiary at Baht 5 per share. The Company registered the increased paid up share capital on May 21, 1999. At the Board of Directors' Meeting held on May 17, 1999, it was resolved to offer increased share capital for sale totaling 216,300 ordinary shares divided into 142,758 ordinary shares of Baht 5 per share and 73,542 ordinary shares of Baht 10 per share totaling Baht 1,449,210 to a company which is a specific investor as announced by the SEC. The Company registered the increased paid up share capital on July 16, 1999. At the Board of Directors' Meeting held on June 7, 1999, it was resolved to offer increased share capital for sale totaling 98,786,000 ordinary shares of Baht 10 par value to 17 institutional investors as announced by the SEC, and allotted as follows: - 1. 90,486,000 ordinary shares were offered for sales at an average price of Baht 6 per share with allocation as follows: - (1) 38,236,000 ordinary shares (30,588,800 ordinary shares were issued and offered for sale at price Baht 5 per share and 7,647,200 ordinary shares were issued and offered for sale at price Baht 10 per share) were issued and offered for sale in Thailand. (more)