SET Announcements

(Translation) Ref. SS./ 0846 /2003 10 October 2003 Subject : Announcement of capital increase and allotted the newly issued shares of Sansiri Public Company Limited To : President The Stock Exchange of Thailand Enclosure : (1) Capital Increase Report Form, dated 10 October 2003 (2) Summary of Plan to Issue and Offer the Ordinary Share- Purchase Warrants to the Directors and Employees of Sansiri Public Company Limited and its Subsidiaries # 5 (ESOP#5) (3) The number of shares to be additionally reserved for exercising right of the warrants issued under each previous ESOP plans (4) The information regarding to the disposition of asset of the Company The Sansiri Public Company Limited's board of directors meeting # 11/2003 held on 10 October 2003 during 14.00 to 15.30 hours, has passed the following resolutions. Item 1. To approve the decrease of the registered capital of the Company, from Baht 9,423,624,276.90 to Baht 7,713,624,276.90 by canceling the registered but un-issued shares, in the number of 200,000,000 shares. (The 18,350,567 registered and un-issued shares left are reserved for the exercise of the warrant issued). Item 2. 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 as follow. Clause 4. The registered capital of Baht 7,713,624,276.90 Divided into 902,178,278 shares With the par value of Baht 8.55 each Shares are classified into:- Ordinary Shares of 902,178,278 shares Preference Shares - shares" Item 3. To approve the decrease of the registered and paid up capital after the Company has decreased registered capital of the Company by canceling the registered but un-issued share, from the registered capital of Baht 7,713,624,276.90 to Baht 4,510,891,390.-, by reducing par value of the share from Baht 8.55 per share to Baht 5.- per share. The amount of the decreased of the paid capital, in the amount of Baht 3,137,588,374.05 (calculated on the registered paid up capital of Baht 7,556,726,929.05) will be used to write off the discount of the shares value, which the Company earlier offered the ordinary shares with the discount as recorded by the Company's auditor in the financial statements of the Company. There will not be any amount of the decreased of the paid up capital paid back to the shareholders, as a result of this capital reduction. Item 4. 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 as follow. Clause 4 The registered capital of Baht 4,510,891,390.- Divided into 902,178,278 shares With the par value of Baht 5.- each Shares are classified into:- Ordinary Shares of 902,178,278 shares Preference Shares - shares Item 5. To approve the increase of the registered capital of the Company from Baht 4,510,891,390.- to Baht 7,754,778,150.- by issuing 648,777,352 newly ordinary shares, at the par value of Baht 5.- per share after the Company has completed the registration of the decrease of the registered capital by canceling the registered but un-issued share and the decrease of the registered and paid up capital by reducing the par value of share as required by law. Item 6. To 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 as follow. Clause 4 The registered capital of Baht 7,754,778,150.- Divided into 1,550,955,630 shares With the par value of Baht 5.- each Shares are classified into:- Ordinary Shares of 1,550,955,630 shares Preference Shares - shares Item 7. To approve the Plan to Issue and Offer the Ordinary Share-Purchase Warrants to the Directors and Employees of the Company and its subsidiaries # 5 (ESOP # 5). The detail of terms and conditions are summarized in Enclosure (2) attached herewith. Item 8. To approve the issue and allotment of the newly issued shares. 8.1 To allot 589,218,474 new ordinary shares, at the price of Baht 5.- per share, to the Company's existing shareholders in proportion to their shareholding entitlements. The Board of Directors shall be authorized to have the power to do any acts and things necessary for and relevant to the offering of shares to the existing shareholders in all respects, including but not limited to, fixing the closing date of the Share Register Book of the Company for the purpose of determining the right to subscribe for the capital increase shares (XR), determining the conditions and details of the offering, date and time for the subscription and payment of the subscription price, and to appoint any substitute to conduct such acts, etc. The subscription ratio is 3 existing shares to 2 newly issued ordinary shares at the price of Baht 5.- per share. Any fraction of a share shall be disregarded and such disregarded fractions of shares shall be combined with the remaining unsubscribe shares, which some shareholders waive their rights or fail to subscribe within the prescribed period or fail to make the payment or for any other reasons, in order to allot to the existing shareholders who wish to subscribe the shares in excess of their entitlements, provided however that the existing shareholders who wish to subscribe the shares in excess of their entitlements may not subscribe for the excess shares exceeding the number of shares they are entitled to. a. The shareholders shall have the rights to subscribe for the new shares in excess of their entitlements at the price of Baht 5.- per share, provided that the shares to be subscribed in excess of their entitlements may not exceed the number of shares they are entitled to, and must subscribe for the new shares in excess of their entitlements at the same time as they subscribe for the shares to which they are entitled and pay for the price of the shares for which they subscribe. The Board of Directors will allot the remaining unsubscribe shares which some shareholders waive their rights or fail to subscribe within the prescribed period or fail to make the payment or for any other reasons to the existing shareholders who wish to subscribe the shares in excess of their entitlements in accordance with the following criteria: (1) in the event that the number of newly issued shares to which the existing shareholders have subscribed in excess of their entitlements is greater than the number of shares left over from the allotment, the remaining unsubscribe shares shall be re-allotted among the shareholders who have expressed their intention to subscribe for shares in excess of their entitlements and paid for the subscription price of the said shares, in proportion to the number of shares each existing shareholders subscribed to in excess of their entitlements, computed on the basis of the total number of shares to which all the existing shareholders have previously subscribed which are in excess of their entitlements. The Company will notify the shareholders of the result of the allotment and refund the subscription fees, without interest, for the portion of shares which have not be allotted, within 20 days from the closing date for subscription. (2) in the event that the number of newly issued shares to which the existing shareholders subscribe in excess of their entitlements is less than the number of shares left over after the allotment, such shares shall be allotted to all those existing shareholders who subscribed in excess of their entitlements and paid for the subscription price. b. In case there are any shares remaining unsubscribed by the existing shareholders in proportion of their shareholding entitlement as mentioned in a., the remaining shares will be allotted and offer to the directors and/or employees of the Company and its subsidiaries, priced at Baht 5.- per share, the same price as offered to the existing shareholders. The number of shares to be offered to each director and/or employee of the Company and its subsidiaries shall not be in excess of 1,000,000 shares per person. The shares subscription and payment will be completed no later than 10 working days following the closing of the subscription period of the right offer. c. In the event that there are still unsubscribe shares left over after the allotment mentioned in a. and b. above, the Board of Directors shall be authorized to allot and offer such left over shares, in whole or in parts, and from time to time to investors not more than 35 persons within 12 months ;and/or institutional investors or specific investors categorized under the Notification of the Securities and Exchange Commission (SEC) No. Kor.Jor.12/2543; Re: the Application and Permission for Offering Newly Issued Shares, price at not less than 80% of the Market Price of the share, providing that the "Market price" will be calculated by way of weighted average price, or average closing price of the share as traded in SET for not more than 30 trading days prior to the Board of the Directors has a resolution to allot and offer such shares at the time. The Board of Directors shall also be authorized to fix the offering price, subscription period and any other relating details of each allotment and offer, including the determination of the "Market Price" in accordance with the SEC Announcement relating thereto. And the Company shall, from time to time, affect the registration to change its paid up capital to the Public Companies Registrar, based on each payment of the subscribers. 8.2 To allot 6,738,878 new ordinary shares as the additional reserved shares for the adjustment of the exercising right of the warrants issued under the plan to privately issue and offer of the warrants to purchase the newly issued ordinary shares in the Company to the directors and employees of the Company and its subsidiaries # 2, #3 and #4 (ESOP plans) (The number of shares to be additionally reserved for each plan are as in the Enclosure (3)). The Company expects that the net price of the ordinary shares offered to the existing shareholders according to Clause 8.1 above will be below 90 percent of the market price of the ordinary shares of the Company, which will cause the Company to adjust the exercise ratio of the warrants under the ESOP plans in accordance with the formula specified in the terms and conditions of warrants. On the date that the Board of Directors of the Company passed a resolution to increase the Company's capital to offer new shares to the existing shareholders mentioned above by specifying the offering price at Baht 5.-, the Company could not determine how much percentage the net price of the ordinary shares offered to the existing shareholders would be below the market price of the ordinary shares of the Company as the formula for calculation of the adjustment of the exercise ratio uses the market price, which is the weighted average market price of the ordinary shares of the Company traded on the Stock Exchange of Thailand during 5 business days prior to the first date that the XR sign is posted. Thus, the Company will know the definite number of shares to be increased to reserve for the exercise of the warrants after the date that the XR sign is already posted (The Board of Directors shall be authorized to have the power to fix the XR date and will inform the SET and the shareholders later) and know all of the expenses incurred from the issuance and offering of shares in order to calculate the adjustment of right. The Company will inform the total number of shares to be increased as well as the number of additional shares to be increased to reserve for the exercise of such rights to the shareholders after the XR sign is posted. In this regard, the Chief Executive Officer and the President shall have the power to do any acts and things necessary for and relevant to the offering of the new ordinary shares to reserve for the exercise of the warrants to purchase ordinary shares of the Company by the warrant holders pursuant to the adjustment of rights under the ESOP Plans in all respects. 8.3 To allot 52,820,000 new ordinary shares, at the price of Baht 5.- per share as the reserved shares for the exercising of the warrants issued under the Plan to Issue and Offer the Ordinary Share-Purchase Warrants to the Directors and Employees of the Company and its subsidiaries # 5. (ESOP#5) Item 9. To approve the amendment of Article 51 of the Articles of Association of the Company, with respect to the change of the Company's seal. Item 10. To approve the disposition of the asset of Richee Holding Alliances Co., Ltd, the wholly owned subsidiary of the Company, ("Subsidiary Company"), which is the ownership of the land and the buildings including furniture and fixtures of the hotel, Sofitel Silom Bangkok Hotel (the "Assets") to a property fund for public offering Type 1 ("the Fund"). The Company will proceed with the project (the "Project") led by an asset management company who will set up the Fund. After the Fund has been set up, the Subsidiary Company will sell the Asset to the Fund. The details of the transaction are appeared in Enclosure (4) attached herewith. Item 11. To approve the convening of the Extraordinary Shareholders Meeting No. 1/2546 on November 17, 2003 at 10.00 a.m. at the Vendome 2 Room, on the 36th floor of Sofitel Silom Hotel, No. 188 Silom Road, Silom, Bangrak, Bangkok, to consider the following agenda: Agenda 1 To certify the minutes of the Annual General Meeting of Shareholders #8/2003. Agenda 2 To consider and approve the decrease of the registered capital of the Company (by canceling the registered but un-issued shares). Agenda 3 To consider and approve the amendment Clause 4. of the Memorandum of Association of the Company to be accorded with the decrease of the registered capital approved in the preceding agenda. Agenda 4 To consider and approve the decrease of the registered and paid up capital of the Company (by reducing par value of the share) Agenda 5 To consider and approve the amendment Clause 4. of the Memorandum of Association of the Company to be accorded with the decrease of the registered capital approved in the preceding agenda Agenda 6 To consider and approve the increase of the registered capital of the Company Agenda 7 To consider and approve the amendment Clause 4. of the Memorandum of Association of the Company to be accorded with the increase of the registered capital approved in the preceding agenda Agenda 8 To consider and approve the Plan to Offer the Ordinary Share-Purchase Warrants to the Directors and Employees of the Company and its subsidiaries # 5. Agenda 9 To consider and approve the allotment of the newly issued shares. Agenda 10 To consider and approve the amendment of Article 51 of the Article of Association of the Company, with respect to the change of the Company's seal. Agenda 11 To consider and approve the disposition of the asset of Richee Holding Alliances Co., Ltd, the wholly owned subsidiary of the Company, which is the ownership of the land and the buildings including furniture and fixtures of the hotel, Sofitel Silom Bangkok Hotel to a property fund for public offering Type 1, and other relating matters. Agenda 12 Other (if any) Item 12. The Share Register Book of the Company will be closed for the purpose of determining the right of the shareholders to attend the Extraordinary Shareholders Meeting No. 1/2546 (XM) on October 28, 2003 at 12:00 noon until the completion of the said meeting Please be informed accordingly. Yours truly, (Mr. Wanchak Buranasiri) Director