SET Announcements

Ref. SS/0328/2002 4 July 2002 Subject :Announcement of capital increase and allotted the newly issued shares of Sansiri Public Company Limited as a Private Placement To :President The Stock Exchange of Thailand Enclosure : (1) Capital Increase Report Form dated 4 July 2002 (2) Summary of Agreement to Terminate Subscription Agreement and Management and Promote Agreement (3)Summary of Plan to Privately Issue and Offer the Ordinary Share- Purchase Warrants to the Directors and Employeed of Sansiri Public Company Limited and its Subsidiaries # 4 (ESOP#4) The Sansiri Public Company Limited's board of directors meeting # 3/2002 held on 3 July 2002 during 11.00 to 14.00 hours, has passed the following resolutions. 1.To approve the issue and allotment of 15,500,000 newly issued shares, at the par value of Baht 10.- each, offer for sell at 5.- Baht per shares to the persons designated by Starwood Thailand Corporation, pursuant to the terms and conditions of the Subscription Agreement dated March 3, 1999 (the Subscription Agreement was rectified by the shareholders under the resolution of the annual general meeting of shareholders' # 4/1999 held on April 9, 1999), the subscription and the payment of the shares price will be completed on or before July 12, 2002. The said offering price per share is not less 80% of the averaged closed price per share of the Company's shares being traded in SET during the period of 30 trading days before the date that the Board has resolved to offer this time. Thus the objective of this share offering was to raise money to be used as working capital and to finance the expansion of the existing business of the Company. 2.To approve the execution of the Agreement to Terminate Subscription Agreement dated March 3, 1999 and Management and Promote Agreement dated May 31, 2000, subject to the fulfillment of condition precedent as provided in the Agreement, by and among Breath Life Co., Ltd; Starwood Thailand Corporation, the Company and other relating parties. The detail terms and conditions of are summarized in Enclosure (2) attached herewith. 3.To approve the cancellation of all the un-issued warrants, in the number of 226,000 warrants, under the Plan to Privately Issue and Offer the Ordinary Share-Purchase Warrants to the Directors and Employees of the Company and its subsidiaries # 2, which was approved by the shareholders at the extraordinary meeting of shareholders # 1/1999 held on July 29, 1999. 4.To approve the Plan to Privately Issue and the Ordinary Share-Purchase Warrants to the Directors and Employees of the Company and its subsidiaries # 4 (ESOP # 4). The detail of terms and conditions are summarized in Enclosure (3) attached herewith. 5.To approve the decrease of the registered capital of the Company, from Baht 13,294,143,810 to Baht 3,013,282,780.- by canceling the registered but unissued share, in the number of 1,028,086,103 shares. (The 5,796,600 registered and unissued shares left are reserved for the exercise of the warrant issued). 6.To approve the amendment of the Memorandum of Association of the Company to be accorded with the decrease of the registered capital approved in the preceding agenda. 7.To approve the increase of the registered capital of the Company from Baht 3,013,282,780.- to Baht 21,850,577,100.- by issuing 1,883,729,432 newly ordinary shares, detailed as follows: (a)200,000,000 ordinary shares to be issued at the price which is not less than Baht 10.- per share. (b)571,500,000 ordinary shares to be issued at Baht 4.41 per share. (below par value). (c)1,082,879,432 ordinary shares to be issued at Baht 5.- per share. (below par value). (d)29,350,000 ordinary shares to be issued at Baht 6.- per share. (below par value) (The detail terms and conditions are summarized in Enclosure (1) attached herewith. 8.To consider and approve the amendment of the Memorandum of Association of the Company to be accorded with the increase of the registered capital approved in the preceding agenda. 9.To approve the issuance of the newly issued ordinary shares at the price which is below the registered par value as follows: (1)571,500,000 shares, with the par value of Baht 10.- per shares, to be issued and offered at Baht 4.41 per share (the discount is fixed at Baht 5.59 per share) (2)1,082,879,432 shares, with the par value of Baht 10.- per shares, to be issued and offered at Baht 5.- per share (the discount is fixed at Baht 5.- per share) (3)29,350,000 share, with the par value of Baht 10.- per shares, to be issued and offered at Baht 6.- per share (the discount is fixed at Baht 4.- per share) 10.To approve the issue and allotment of the newly issued shares (a)To issue and allot the 571,500,000 newly issued shares, at the price of Baht 4.41 per share, by way of private placement to the specific investors not more than 35 persons, in accordance with the SEC notification no. Gor. Jor. 12/2000 regarding the application and permission for offer of new shares. The name of subscribers and the number of shares allotted to each are as follows; (1) Step Balance Co., Ltd 280,000,000 shares (2)Lumina Pacific Co., Ltd 40,000,000 shares (3)Ever Crest Pacific Co., Ltd.40,000,000 shares (4)Beijing Properties Investment Limited40,000,000 shares (5)Capital Sign Investment Limited 40,000,000 shares (6)Fidelis Overseas Limited40,000,000 shares (7)Siam Investment Fund II LLP. or its delegates 47,000,000 shares (8)Siam Investment Fund or its delegates 9,500,000 shares (9)Univenture Public Company Limited35,000,000 shares Providing that the share offering will be completed within 15 days after the date that the shareholders meeting resolves to approve this issue and allotment. The President will be authorized to determine the terms and conditions and other necessary details of the offering, according to the subscription agreement to be further agreed. The said offering price per share is not less 80% of the averaged closed price per share of the Company's shares being traded in SET during the period of 30 trading days before the date that the Board has resolved this share offering. (during the period from May 20, 2002 to July 2, 2002) (b)The 29,350,000 newly issued shares, at the price of Baht 6.- per share, will be reserved for the exercising of the warrants issued under the Plan to Privately Issue and Offer the Ordinary Share-Purchase Warrants to the Directors and Employees of the Company and its subsidiaries # 4. (ESOP#4) (c)To issue and allot the 200,000,000 newly issued shares, at the price not less than the 80% of the "market price" at the time of offering, by way of private placement to the specific investors not more than 35 persons and/or any of the 17 institutional investors, in accordance with the SEC notification no. Gor Jor. 12/2000 regarding the application and permission for offer of new shares. Providing that the "market price" will calculated by way of the weighted average price or the averaged closed price per share of the Company's shares traded in SET during the period of 30 trading days prior to the date on which the board of directors approves the share offering, The board of directors will be authorized to determine the offering price, subscription period, terms and conditions relating to the offering, which includes the determination of the "market price" in accordance with the SEC regulations relating thereto. (d)To issue and allot the 1,082,879,432 newly issued shares, at the price of Baht 5.- per share, by way of private placement to certain persons or juristic person, designated by Starwood Thailand Corporation, being the specific investors not more that 35 persons during 12 month period and/or any of the 17 institutional investors, in accordance with the SEC notification no. Gor Jor. 12/2000 regarding the application and permission for offer of new shares. These shares are reserved for the subscription of Starwood Thailand Corporation, in the event that it may exercise the right to subscribe for shares pursuant to the Subscription Agreement dated March 3, 1999 which were rectified by the shareholders in the annual general meeting of shareholders # 4/1999 held on April 9, 1999. The board of directors will be authorized to determine the subscription period, terms and conditions and other details relating to the offering to be accorded with the Subscription Agreement, including any necessary action to be done concerning the offering of the newly issued shares at the price which being below the market price according to the SEC notification Gor. Jor. 35/2001 regarding the application and permission for offer of new shares (Revised #5) or any other SEC regulations relating thereto. 11.To approve the waiver of tender offer requirement, which Step Balance Co., Ltd. is required as a result of its subscription, by way of obtaining approval by the shareholders' meeting resolution with the votes of not less than three-quarters of the total issued shares held by the shareholders who present at the meeting and have the voting rights in accordance with SEC notification no. Sor. Gor. 4/1995 dated March 15, 1995. 12.To approve the appointment of financial advisor, Finansa Securities Limited, as the advisor for shareholder to give an opinion on the application for the waiver of the tender offer requirement by way of obtaining approval by the shareholders' meeting resolution with the votes of not less than three-quarters of the total issued shares held by the shareholders who present at the meeting and have the voting rights in accordance with SEC notification no. Sor. Gor. 4/1995 dated March 15, 1995, prepared by Step Balance Co., Ltd. 13.To consider and approve the issue and allotment of debenture Type Secured or unsecured debenture, which suit market prevail conditions Currency Baht and/or any foreign currency Total value of Debenture Not exceeding Baht 2,000,000,000.- or equivalent in other currencies Maturity Not over 10 years of each issuance Type Offering The debenture issued pursuant to this plan will be offered in all or in part, as a public offering and/or a private placement and/or to any foreign and/or local institutional investors. Such offerings may be made in one time or several times in accordance with the relevant SEC regulations. Premature Redemption The holders of the debentures and the Company may or may not be entitled to the right to prematurely redeem, subject to the terms and conditions of each issuance. Interest Subject to the prevailing market conditions at the time of issue and offering Providing that, the board of directors or any person delegated by the board of directors will be authorized to determine the terms and conditions, as well as, any other details of the debenture and the issue and offering, which include, but not limited to, currency, amount, number of types, types and value of security, par value, offering price, type and rate of the interest, term of principle repayment, interest payment term and right of the holder of debenture to prematurely redeem it. 14.To consider and approve the date of extraordinary meeting of shareholders # 1/2002 , which will be held at August 7, 2002 at 10.00 hours. The agenda will be as follows: Item 1. To certify the minute of annual general meeting of shareholders # 7/2002 Item 2. To consider and approve the re-capitalization plan Item 3. To rectify the Agreement to Terminate Subscription Agreement and Management and Promote Agreement. Item 4.To consider and approve the cancellation of all the unissued warrants, in the number of 226,000 warrants, under the Plan to Privately and Offer the Ordinary Share-Purchase Warrants to the Directors and Employees of the Company and its subsidiaries # 2, which was approved by the shareholders at the extraordinary meeting of shareholders # 1/1999 held on July 29, 1999. Item 5. To consider and approve the Plan to Privately and Offer the Ordinary Share-Purchase Warrants to the Directors and Employees of the Company and its subsidiaries # 4. Item 6. To consider and approve the decrease of the registered capital of the Company. Item 7.To consider and approve the amendment of the Memorandum of Association of the Company to be accorded with the decrease of the registered capital approved in the preceding agenda Item 8. To consider and approve the increase of the registered capital of the Company Item 9. To consider and approve the amendment of the Memorandum of Association of the Company to be accorded with the increase of the registered capital approved in the preceding agenda Item 10. To consider and approve the issuance and offering of the newly issued ordinary shares at the price below its registered par value Item 11. To consider and approve the allotment of the newly issued shares Item 12. To consider and approve the waiver of tender offer requirement, which Step Balance Co., Ltd. is required as a result of its subscription, by way of obtaining approval by the shareholders' meeting resolution with the votes of not less than three-quarters of the total issued shares held by the shareholders who present at the meeting and have the voting rights in accordance with SEC notification no. Sor Gor 4/1995 dated March 15, 1995. Item 13. To consider and approve the issue and offering of debenture Item 14. Other business (if any) 15.To fix the date to close the share register book for the right to attend the extraordinary meeting of shareholders #1/2002 from July 18, 2002 at 12.00 hours until the meeting is adjourned. Please be informed accordingly. Yours truly, (Mr. Wanchak Buranasiri) Director -5-