SET Announcements

Enclosure (1) Capital Increase Report Form Sansiri Public Company Limited 10 October 2003 We Sansiri Public Company Limited hereby report the resolution at the Board of Directors Meeting No. 11/2003 held on 10 October 2003 during 14.00 to 15.30 hours in respect of a capital increase/share allotment as follows:- 1. Capital increase: The Board of Directors Meeting has approved: (1) Decrease of the registered capital of the Company from Baht 9,423,624,276.90 to Baht 7,713,624,276.90 by canceling all the registered but un-issued share capital in the number of 200,000,000 shares. The 18,350,567 un-issued shares are reserved for the exercising of the warrant issued under the plans to privately and offer the ordinary share-purchase warrants to the directors and employees of the Company which were approved at the Extraordinary Shareholders Meeting # 1/1999 on 29 July 1999, the Annual General Shareholders Meeting # 5/2000 on 24 April 2000, and the Extraordinary Shareholders Meeting # 1/2002 on 7 August 2002, respectively; and (2) Decrease of the registered and paid up capital by reducing par value of the share from Baht 8.55 per share to Baht 5.- per share, Therefore the registered capital of the Company will be decreased from Baht 7,713,624,276.90 to Baht 4,510,891,390.-, at the par value of 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 paid back to the shareholders as a result of this capital reduction; and (3) 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 with a par value of Baht 5.- each, totalling after the Company has completed the registration of the decrease of the registered capital by canceling the registered but un-issued share referred to in (1) and the decrease of the registered and paid up capital by reducing the par value of share referred to in (2) as required by law. 2. Allotment of new shares: The board of directors meeting has also approved the allocation of the newly issued ordinary shares in the amount of 648,777,352 newly issued shares at the par value of Baht 5.- each as follows:- 2.1 Detail of allotment Allocated to Number of Ratio Selling Share Remark Shares (old: price subscription (units) new) (Baht/ and payment Share) date 1. The existing shareholders in 589,218,474 3:2 5.- To be determined (1) proportion of their respective by the Board of shareholding Directors 2. Additional reserved for the adjustment 6,738,878 - according According to (2) of the exercising right of the warrants the price ESOP #2, #3 and issued under the plan to issue and adjusted #4 plan privately offering of the warrants to formula in purchase the newly issued ordinary the plans shares in the Company to the directors and employees of the Company and its subsidiaries # 2, #3 and #4. 3 Reserved for the exercising of the 52,820,000 - 5.- According to warrants issued under the plan to issue ESOP #5 plan and offering of the warrants to purchase the newly issued ordinary shares in the Company to the directors and employees of the Company and its subsidiaries # 5 Remark: (1) 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. a. 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. b. 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. (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. c. In case there are any shares remaining unsubscribed by the existing shareholders as specified in a.-b. above, the remaining shares will be allotted and offer to the directors and employees of the Company and/or its subsidiaries, priced at 5.- Baht 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. d. In the event that there are still unsubscribe shares left over after the allotment mentioned in a.-c 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, effect the registration to change its paid up capital to the Public Companies Registrar, based on each payment of the subscribers. (2) The Company expects that the net price of the ordinary shares offered to the existing shareholders 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. The new exercise ratio and exercise price adjusted can be fixed after the XR date and when the Company knows all of the expenses incurred from the issuance and offering of shares at this time. (Details of which are in the notification of the resolutions of the Board of Directors of the Company dated 10 October 2003.) 2.2 The Company's plan where there is a fraction of shares remaining In case there is a fraction of the shares remaining, it will be included in the number of remaining unsubscribed 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. 2.3 The number of shares remaining from the allotment -none- 3. The date of the meeting of shareholders to approve the capital increase The extraordinary meeting of the shareholders of the Company will be held at 17 November 2003 at 10.00 hours at Vendome 2 Room, 36th floor of Sofitel Silom Hotel, No. 188 Silom Road, Silom, Bangrak, Bangkok. The share register will be closed to determine the right of shareholders to attend this meeting (XM) from 12.00 p.m. on October 28, 2003 until the meeting is adjourned. 4. Approval of the capital increase/share allotment by relevant governmental agency and conditions thereto (if any) - The decrease of the registered capital of the Company (by canceling all the unoffered registered share capital) will be registered with the Department of Business Development, Ministry of Commerce. - The decrease of the registered and paid up capital of the Company will required consent from creditors of the Company and will be registered with the Department of Business Development, Ministry of Commerce. - The increase of registered capital will be registered with the Department of Business Development, Ministry of Commerce and the newly issued and paid ordinary shares as a result of the capital increase will be applied for listing in Stock Exchange of Thailand. - The offering of the capital increase shares of the Company at this time is an offer to the existing shareholders; therefore, there is no requirement for nay approval from any official authorities, and the allotment of the capital increase shares to reserve for the exercising right of the warrant in connection with the adjustment of the exercise ration does not require any approval from any official authorities as it offer is deemed to be approved by the Office of Securities Exchange Commission. - The allotment of the capital increase shares to reserve for the exercising right of the warrants issued under the plan to issue and offering of the warrants to purchase the newly issued ordinary shares in the Company to the directors and employees of the Company and its subsidiaries # 5 will be deemed to be approved by the Office of Securities Exchange Commission when the SEC approves the issuance and allotment of the said warrants. 5. Objective of the capital increase and plans for utilizing proceeds received from the capital increase 5.1 Objective of the capital increase 5.1.1 To enhance the Company's expansion potentials and to accommodate continued aggressive growth strategy. 5.1.2 To lower financial expenses and boost funding capability and flexibility 5.1.3 To maintain the Company's capital structure within a manageable level 5.2 Plans for utilizing proceeds received from the capital increase. 5.2.1 For new land purchase and new project investment. 5.2.2 For partial prepayment and refinancing of term loans. 5.2.3 For general working capital. 6. Benefits which the Company will receive from the capital increase/share allotment: 6.1 The Company will benefit from reduction of interest expenses. 6.2 A much better equity base will enhance the company's funding capability and flexibility. 6.3 The Company's financial leverage will be maintained at a conservative and manageable level during the currently aggressive growth period. 6.4 Revenues and earnings will be revised up in accordance new project launching 7. Benefits which the shareholders will receive from the capital increase/share allotment 7.1 The dividend policy : Unless otherwise required, the policy of the Board of Directors is to recommend that the Shareholders meetings resolve to distribute dividends to every shareholder each and every year. The percentage expected to be appropriated as a dividend will not be less than 50% of the net profit after tax. 7.2 Subject to legal requirements and other obligations of the Company the subscribers of the shares allotted this time will be entitled to any dividend paid from the subscription year onward. 8. Other details necessary for shareholders to approve the capital increase/share allotment - none 9. Tentative timetable for the capital increase/the allotment of newly issued shares Activities Date and time 1. Date of Board of Directors resolving for allotment of Friday 10 October 2003 the capital increase ordinary shares 2. Date of notification of the resolutions to the SET. Friday 10 October 2003 3. Date of closing the share register book for the for the Tuesday 28 October 2003 purpose of determining the right to attend the Extraordinary Meeting of Shareholders No. 1/2003 (XM) 4. Date of Extraordinary Meeting of Shareholders Monday 17 November 2003 No. 1/2003. 5. Date of notification of the resolutions to the SET. Monday 17 November 2003 6. Date of sending the letter and subscription form to the Shareholders 7. Date of closing the share register book for the purpose of determining the right to subscribe for the capital increase shares (XR) To be determined by the Board of Directors of the 8. Date of subscription and payment for capital increase Company, providing that the subscription and ordinary shares. payment for capital increase ordinary shares will be commenced after the Company has registered 9. Date of subscription and payment for capital increase the decrease of the registered and paid up capital ordinary shares of the directors and/or employees for of the Company by way of reducing the par value remaining shares (if any) of share from Baht 8.55 to Baht 5.- 10. Date of registration of change of paid-up capital to Department of Business Development, Ministry of Commerce. The Company certified that the information described in this report is accurate and complete in all respects. Signed ................................................. director (Mr. Wanchak Buranasiri)