SET Announcements

in this fund was reduced 0.33 million units and the Company received cash from the reduction of units amounting to Baht 3.49 million on June 2, 2000. At the Ordinary Shareholders' Meeting held on February 29, 2000 it was resolved that the Company and Loxley Information Service Limited establish Sansiri Dot Com Limited with initial share capital of Baht 10 million and 55% of shareholding will be held by the Company. The said company registered one million share capital at Baht 10 par value on April 26, 2000. On June 15, 2000, Sansiri Dot Com Limited registered change of its company name to Point Asia Access Co., Ltd. NOTE 10 - CONSTRUCTION PAYABLES As at June 30, 2000, the Company is in the process of the negotiation to settle debt with two construction creditors. The result of the negotiation is still unknown; the Company did not record the said liability in the book of the Company. NOTE 11 - SETTLEMENT OF DEBTS WITH FINANCIAL INSTITUTION 11.1 As at March 10, 2000 the Company and 2 subsidiary companies agreed to repay outstanding loan and Interest expenses to the Asset Management Corporation in the amount of Baht 78.54 million. As of the date of debt repayment, March 30, 2000, the Company and subsidiary companies had the remaining principle and the outstanding interest in the amount approximately Baht 166.70 million and Baht 67.60 million, respectively. As a result, the profit from the debt restructuring were in the amount of Baht 155.76 million and Baht 49.20 million in the consolidated and the Company's financial statements, respectively. 11.2 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 guarantors 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 increase 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 debts 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 reduce the interest rate. In addition, another financial institution' s claim from the Company will be bid within a certain period of time. Later June 26, 2000, the Company agreed to pay loan and accrued interest to the Fund, which won the bid for the financial institution's right to claim from the Company. Cash payment of Baht 24 million and debt payment fee of Baht 1.452 million was made already. The Fund then transferred such right to claim to the above financial institution under debt restructuring with the Company. Consequently, the Company agreed to make principal and accrued interest payment to the financial institution on June 29, 2000 with the principal balance as at the payment date of Baht 565.80 million and accrued interest of Baht 152.86 million. According to the agreement, the Company used the cost of its real estate development project and land under development of 2 subsidiaries that were collateral assets to pay debt of Baht 455.86 million with cash payment of Baht 36 million. When the Company complied with the agreement, the financial institution waived the remaining principal and interest to the Company. In addition, the financial institution will release the share certificate of subsidiary as collateral. This is resulted in profit from the debt restructuring of Baht 482.66 million Baht 170.58 million in the consolidated and the Company's financial statements. 11.3 On June 26, 2000, the two subsidiaries agreed to make loan and accrued interest payment to the Fund that won the bid for the financial institution's right to claim from the subsidiaries. The subsidiary had principal balance as at the payment date of Baht 142.06 million and accrued interest on the principal according to the rate specified in the loan agreement. The other subsidiary had the principal balance as at the agreement date of Baht 15 million and accrued interest on the principal according to the rate specified in the loan agreement. Under the agreement, one subsidiary shall pay loan of not less than Baht 72.36 million and debt payment fee of Baht 0.86 million while the other subsidiary shall pay loan of not less than Baht 7.64 million and debt payment fee of Baht 0.08 million. The first subsidiary transferred the right on 10 million shares to the Fund at the market price as at the date of transfer. According to the agreement condition, the Fund shall offer those assets for sale and the proceeds from such offering shall be used for debt payment. In the event that the Company has to offer the collateralized land title deed of the property development project for sale, the Fund shall release the pledge so that the proceeds shall be used for payment to the Fund in the amount of not less than Baht 50 million. Such release of collateralized assets requires that the subsidiary must have a bank letter of guarantee for debt payment to the two subsidiaries in the amount of not less than Baht 80 million if the proceeds from such sale are less than Baht 80 million. In case the net value of less than 80 million, the two subsidiaries shall be responsible for such difference If the proceeds exceed Baht 80 million, the Fund shall refund for the difference to the subsidiary. The agreement and conditions are due within December 15, 2000. On July 27, 2000, the Company already transferred proceeds from sale of the land and property development project in the amount of Baht 50 million and already submitted the letter of guarantee to the Fund. 11.4 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. 11.5 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. 11.6 On April 9, 1999, the Company entered into a debts restructuring agreement with a domestic commercial bank regarding the repayment of debts 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 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. NOTE 12 - LONG-TERM DEBTS Long-term debts, consisted of: (Amounts : Thousand Baht) Consolidated The Company June 30, 2000 December 31, 1999 June 30, 2000 December 31, 1999 Loans from finance companies 227,605 338,697 - - Less current portion of long - term debts (227,605) (338,697) - - ___-____ ___-____ ____ __-______ ____ __-_______ Subsidiari - Loan facility from finance company 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. Current portion of long - term debts is presented as a current liability. NTOE 13 - SHARE CAPITAL Parent Company 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. 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. 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. (2) 52,250,000 ordinary shares (41,800,000 ordinary shares were issued and offered for sale at price Baht 5 per share and 10,450,000 ordinary shares were issued and offered for sale at price Baht 10 per share) were issued and offered for sale in overseas. Under the condition of the ordinary shares offering in these proportions, the fully qualified subscribers have the rights to subscribe 8 shares at price Baht 5 per share after subscription of 2 shares at price Baht 10 per share. 2. 8,300,000 ordinary shares were offered for sales at an average price of Baht 8 per share were allotted as follows: - (1) 3,320,000 ordinary shares were issued and offered at price Baht 5 per share and (2) 4,980,000 ordinary shares were issued and offered for sale at price Baht 10 per share to 3 companies which are institutional investors that have no establishment in Thailand and obtained fund from overseas and managed by fund manager, which are institutional investors or 17 specific investors as announced by the SEC. The Company registered the increased paid up share capital on June 14, 1999. At the Board of Directors' Meeting held on June 14, 1999, it was resolved to offer increased share capital for sale totaling 21,200,000 ordinary shares (16,960,000 ordinary shares were issued and offered at price Baht 5 per share and 4,240,000 ordinary shares were issued and offered at price Baht 10 per share) to 22 companies that be the 17 institutional investors as announced by the SEC and the 1,200,000 newly issued shares were offered in overseas. The Company registered the increased paid up share capital on June 17, 1999. At the Board of Directors' Meeting held on June 22, 1999, it was resolved to 1. allot increased share capital as follows: (1) Offering 1,603,351 ordinary shares of Baht 10 par value, which was to be offered for private placement sale to a finance and securities company at a price of Baht 10 per share. The Company registered the increased paid up share capital on July 16, 1999. (2) Offering 3,000,000 ordinary shares of Baht 10 par value that was to be offered a domestic commercial bank. As regards the date and time of booking purchase, and payment of share, these would be at the discretion of the Board of Directors. The Company registered the increased paid up share capital on August 6, 1999. 2. approve the Board of Directors' Meetings No. 4/1999 held on April 9, 1999 and the Extraordinary Shareholders' Meeting No.1/1999. It was resolved to allot 8,779,400 newly issued shares at price Baht 5 per share for the warrants to be issued and offered to the directors and the employees of the Company in the second time. The Company registered the increased paid up share capital in amount of Baht 6,830,000 on November 3, 1999. At the Board of Directors Meeting held on December 24, 1999, it was resolved to offer increased share capital for sale totaling 8,000,000 ordinary shares of Baht 5 per value according to the Ordinary Shareholders'Meeting No. 4/1999 and Extraordinary Shareholders' Meeting No.1/1999 to 17 institutional investors as announced by the SEC. The Company registered the increased paid up share capital on January 19, 2000. The Company registered the increased paid up share capital on January 7, 2000 and February 7, 2000 in the amount of Baht 5,575,000 and Baht 4,909,000, respectively, according the Ordinary Shareholders' Meeting No. 4/1999 and the Extraordinary Shareholders' Meeting No. 1/1999 which were approved the allotment of newly issued share for the warrants to be issued and offered to the directors and employees of the Company in the second time. At the Board of Directors' Meeting held on January 29, 2000, it was resolved to allot 641,000 shares for the warrants to be issued and offered to directors and employees. The Board of Directors' Meeting, on June 1, 2000, passed a resolution on allocation of 10,000,000 capital shares to Chanachai Limited at Baht 10 par value. The Company registered the paid-up capital on June 15, 2000. As at June 30,2000, premium on share capital is stated net of discount on share capital and expenses in relation to increased share capital. Subsidiary At the Extraordinary Shareholders' Meetings of Plus Property Management Limited held on August 24, 1999 and September 8, 1999, it was resolved to increase the share capital in the amount of Baht 7 million by issuing 70,000 new ordinary shares at Baht 100 par value totaling Baht 10 million to be offered for sale to the parent company. The company registered the increased share capital on September 13, 1999. NOTE 14 - ASSETS PLEDGED AS COLLATERAL 1. Land including existing construction and land under development of the parent company are pledged as collateral for loans from finance companies and banks. 2. Land including existing construction, leasehold of property development project and certain land under development of subsidiaries are pledged as collateral for loans from finance companies and banks. 3. Certain land for development of subsidiaries is pledged with finance companies and banks as collateral for loans of the Company and related parties. 4. Parts of fixed deposits are pledged to secure letters of guarantee issued by banks. NOTE 15 - DEFAULT OF DEBTS The parent and subsidiary companies were in default of bank overdraft, loans and accrued interest as follows: (Amounts in Thousand Baht) Principal Interest Payable June 30, December 31, June 30, December 31, 2000 1999 2000 1999 Parent company 16,150 302,147 - 143,888 Subsidiaries 223,419 468,571 109,348 205,218 Total 239,569 770,718 109,348 349,106 (more)