SET Announcements

(Translation) Ref. SS. / 2668 / 2006 6 December 2006 Subject : Capital Increase, Issuance and Offering of Warrants on Ordinary Shares of the Company to Existing Shareholders, Issuance and Offering for Sale of New Shares in a Private Placement, and Setting up the Extraordinary Shareholders' Meeting No. 1/2007 To : President The Stock Exchange of Thailand Enclosure : 1. Report form on capital increase 2. Preliminary information about warrants allotted to existing shareholders 3. Information Memorandum concerning connected transactions The Board of Directors' Meeting of Sansiri Public Company Limited ("the Company") No. 10/2006 held on 4 December 2006 passed its significant resolutions as summarized below: Item 1: The Board of Directors' Meeting unanimously resolved to grant approval that the registered capital of the Company be increased for the amount of Baht 12,610,225,400.88 from its existing registered capital in the amount of Baht 6,628,246,421.68 to the new amount of registered capital at Baht 19,238,471,822.56 in total by issuing 2,946,314,346 new ordinary shares at the par value of Baht 4.28 pursuant to details in Enclosure 1. Moreover, the Board of Director's Meeting resolved to amend Clause 4 of the Company's Memorandum of Association to be in compliance with such capital increase of the Company. These matters shall be further proposed to the extraordinary shareholders' meeting for its consideration and approval. Item 2: The Board of Directors' Meeting unanimously resolved to grant approvalfor issuance and offer of warrants of the Company ("Warrants") in the number of not exceeding 1,473,314,346 units to every existing shareholder according to the ratio of 2 existing shares to 1 new Warrant. This matter shall be further proposed to the extraordinary shareholders' meeting for its consideration and approval. The preliminary information of such Warrants were described in Enclosure 2. The Company will submit for approval from the Securities and Exchange Commission ("the SEC") for the issuance and offering of Warrants after the Company has completed the issuance and allotment of the new ordinary shares issued and sold according to Item 3.1 hereof, and registered the change of the amount of paid up capital of the Company. The Board of Directors of the Company or any person authorized by the Board of Directors will consider and set the closing date of shareholders book in order to determine rights of existing shareholders after the date when the Office of the Securities and Exchange Commission grants approval of issuance and offer of the Warrants in accordance with related notifications issued by the Office of the Securities and Exchange Commission, and will consider and determine other necessary details associated with the issuance of such Warrants; for example, rules, criteria and means of exercise of rights, date of right exercise, causes of changes or adjustment for the exercise right, as well as asking approval from relevant authorities and will have authority to carry out any actions it deems necessary and relates to the issuance of these Warrants. However, the number of Warrants to be issued and offered, and the number of new ordinary shares to be allotted and reserved for the Warrant exercise may be decreased if the 1,473,000,000 new ordinary shares offered in the private placement according to Item 3.1 hereof are not totally subscribed. Therefore, the Board of Directors shall sustain the authority to reduce the number of such Warrants to be issued and offered to be equivalent to the number to be allotted to the Company's shareholders on the ratio of 2 existing shares to 1 new Warrant. The Board of Directors also has authority to reduce the number of new ordinary shares reserved for the Warrant exercise to be in accordance with the reduced number of Warrants. Item 3: The Board of Directors' Meeting unanimously resolved to grant approval for the allotment of the Company's 2,946,314,346 new ordinary shares at the par value of Baht 4.28, including other matters in association with such allotment of shares. These matters shall be further proposed to the extraordinary shareholders' meeting for its consideration and approval under the information indicated below. 3.1 To allot the 1,473,000,000 capital-increase shares at the par value of Baht 4.28 (the value is equivalent to the Company's par value and is not less than the market price)* to be issued and offered for sale in the private placement as required by relevant laws and/or rules and regulations of the Office of the Securities and Exchange Commission. Note*: Such market price, at Baht 4.08 per share, is calculated on a weighted average closing price of ordinary shares traded in the Stock Exchange of Thailand for seven consecutive business days (during 23 November 2006 to 1 December 2006) prior to the date the Board of Directors passed its resolution for the Company's share allotment and purchasing price. The Board of Directors or any person authorized by the Board of Directors shall have the authority to allot, locally and internationally, such new ordinary shares pursuant to the set price, to set up the date of new-share offering, and to set up conditions and other necessary details in connection with the offer for sale of such shares as it deems appropriate and is not contrary or against any laws and/or rules or regulations issued by the Office of the Securities and Exchange Commission, and/or other relevant authorities. In case there are any shares remaining unsubscribed from those offered via the subscription, the Board of Directors will propose to the next shareholders' meeting for its consideration about either canceling or re-allotting them pursuant to the resolution of such shareholders' meeting. 3.2 To allot the 1,473,314,346 new ordinary shares at the par value of Baht 4.28 to be reserved for the Warrants exercise .The Warrants will be issued and offered to every existing shareholder according to the ratio of 2 existing shares to 1 new Warrant. 3.3 To appoint Ayudhaya Securities Public Company Limited and UBS AG Group as the Arranger of 1,473,000,000 new ordinary shares to be issued and offered for sale in a private placement at price of Baht 4.28 each according to Item 3.1 above. The Arranger shall also take part in the shareholders' extraordinary meeting to give explanations and perform other duties as required by laws. The remuneration paid to the Arranger shall be under the discretion of persons designated by the Board of Directors. Item 4: The Board of Directors' Meeting resolved to grant approval for the entering into connected transactions between the Company and the Management which may be arisen if the Management (Mr. Srettha Thavisin) and his relating persons invest in those allotted new ordinary shares to be issued and offered for sale in the private placement, in the number of not exceeding 725,900,000 shares at the price of Baht 4.28 each . In this issuance and offer for sale of new ordinary shares in the private placement, Mr. Srettha Thavisin and/or the company whose over 75% of its registered capital is held by Mr. Srettha Thavisin ("Mr. Srettha Thavisin Group") has actual interest and expresses his intention to purchase those new ordinary shares in the number of shares which will not cause the percentage of his shareholding (inclusive of those held by his relating persons) in the Company being exceeding 24.91% of the total paid up share capital of the Company after the completion of the sale and allotment of the new ordinary shares in Item 3.1 or equivalent to 734,092,284 shares if there is no shares remaining unsubscribed in such shares offering. In such case, the Board of Directors had a comment that after the grant approval from the shareholders' meeting if the Board of Directors or any person authorized by the Board of Directors to allocate the new ordinary shares as determined in Item 3.1 allocate the new ordinary shares to Mr. Srettha Thavisin Group, it would be considered as a connected transaction in accordance with the notification of the Stock Exchange of Thailand regarding Information Disclosure and Practice of Listed Companies for Connected Transactions B.E. 2546, therefore it was recommended that this matter should be proposed for the approval of the shareholders' meeting as well. According to the calculation of transaction size as set forth in rules on connected transactions, it revealed that, in case of Mr. Srettha Thavisin Group invest in Capital-Increase Shares of the Company Offered in Private Placement, in the number of not exceeding 725,900,000 new ordinary shares at the price of Baht 4.28 each as determined in Item 4, the transaction size shall be 40.48% of net tangible assets of the Company and its subsidiaries as at 30 September 2006; consequently, the Company has a duty to disclose this transaction to the Stock Exchange of Thailand and such transactions must be approved in the shareholders' meeting by a vote of not less than three quarters of all shareholders attending the meeting by themselves or having rights to vote excluding votes of shareholders who has interest in the transaction as details indicated in Enclosure 3. Item 5: The Board of Directors' Meeting unanimously resolved to grant approval for the appointment of Phillips Securities Company Limited as an independent financial advisor to provide opinions about connected transactions between the Company and the Management which may be arisen if the Management (Mr. Srettha Thavisin) and his relating persons invest in those allotted new ordinary shares to be issued and offered for sale in the private placement, in the number of not exceeding 725,900,000 shares at the price of Baht 4.28 each. The independent financial advisor shall also attend in the shareholders' meeting to give explanations, and also perform other duties as required by laws. The remuneration of independent financial advisor shall be subject to the discretion of the person designated by the Board of the Directors. Item 6: The Board of Directors' Meeting unanimously resolved to grant approval for the date of Shareholders' Extraordinary Meeting No. 1/2007 due to be held on 18 January 2007 and to submit the invitations to the Company's shareholders for such meeting (the meeting venue and time will be further informed later). The meeting agendas were stipulated as follows: Agenda 1: To consider and certify the Minutes of the Annual General Meeting of Shareholders # 11/2006 Agenda 2: To consider and approve the re-capitalization plan. Agenda 3: To consider and approve the increase of the registered capital of the Company. Agenda 4: To consider and approve the amendment of Clause 4 of the Memorandum of Association of the Company to be accorded with the increase of the registered capital. Agenda 5: To consider and approve the issuance and offer for sale of warrants ordinary shares of the Company ("Warrants") to existing shareholders. Agenda 6: To consider and approve the allotment of the newly issued shares and other matters in association with such allotment. Agenda 7: To consider and grant approval for connected transactions between the Company and its management which may be arisen if the Management (Mr. Srettha Thavisin) and his relating persons invest in those allotted new ordinary shares to be issued and offered for sale in the private placement.. Agenda 8: Other matters (if any) Item 7: The Board of Directors' Meeting unanimously resolved to set date for closing the company share register for the right to attend the Shareholders' Extraordinary Meeting No. 1/2007 will be on 29 December 2006 at 12.00 noon onwards until the Shareholders' Extraordinary Meeting No. 1/2007 has adjourned. Please be informed accordingly. Sincerely Yours, Sansiri Public Company Limited (Mr. Wanchak Buranasiri) Senior Executive Vice President