ข่าวแจ้งตลาดหลักทรัพย์

(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 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 share 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. As at December 31,1999, 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 December 9 and 24, 1998, it was resolved to increase the share capital in the amount of Baht 2 million by issuing 20,000 new ordinary shares at Baht 100 par value totaling Baht 3 million to be offered for sale to the parent company. The company registered the increased share capital on December 30, 1998. At the Extraordinary Shareholders' Meetings of Sansiri Property Plus 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 18 - 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 parent company and related parties. 4. Most of fixed deposits are pledged to secure letters of guarantee issued by banks. 5. In 1998, certain investments in securities are pledged to secure loans from financial institutions. NOTE 19 - LOSS ON ASSETS TRANSFERRED IN SETTLEMENT OF DEBTS As at December 31,1999, the parent company and subsidiaries entered into debt restructuring or compromise agreements with financial institutions and construction creditors. As a result, loss on assets transferred in settlement of debts was approximately Baht 231.57 million and Baht 198.08 million in the consolidated and the Company 's financial statements, respectively. As at December 31, 1998, loss on assets transferred in settlement of debts was approximately Baht 502.87 million and Baht 406.84 million in the consolidated and the Company 's financial statements, respectively. (See notes 14 and 15 to the financial statements) NOTE 20 - DEFAULT OF DEBTS As at December 31, the parent and subsidiary companies were in default of bank overdraft, loans and accrued interest as follows: (Amounts in Thousand Baht) Principal Interest Payable 1999 1998 1999 1998 Parent company 302,147 1,114,974 143,888 260,983 Subsidiaries 468,571 505,886 205,218 131,507 Total 770,718 1,620,860 349,106 392,490 The companies are in the process of negotiating the extension of the period of loan agreements, restructuring debts and conditions of interest payment. NOTE 21 - COMMITMENTS AND CONTINGENCIES 1) As at December 31, 1999, the Company had commitments resulting from project construction agreements of Baht 2.46 million and Baht 0.75 million in the consolidated and the Company's financial statements, respectively, and from letters of guarantee issued by bank of Baht 4.27 million and Baht 2.43 million, in the consolidated and the Company's financial statements, respectively. 2) As at December 31, 1999, the Company had commitments resulting from purchase and sales land and construction agreements of Baht 205.49 million and Baht185.67 million in the consolidated and the Company's financial statements, respectively. 3) On December 20, 1999, a subsidiary company entered into the purchase and sales land and construction agreement with a person for car park rental in the amount of Baht 19.82 million. The land has been under the servitude, which was registered under the letter of servitude on October 19, 1990. The Company and the seller agreed to transfer the right will in April 30, 2000. 4) As at December 31, 1999, the Company, as co-defendant, had contingent liabilities from lawsuits for repayment of principal and interest in the amount of Baht 18.24 million on the basis that the creditor of the Company has breached the agreement. The case is now under trial. As at December 31,1999, the contingent liability has been recognized in the financial statements. 5) As at December 31, 1998, the Company had commitments resulting from project construction agreements of Baht 285.19 million and Baht 128.99 million in the consolidated and the Company's financial statements, respectively, and from letters of guarantee issued by bank of Baht 7.82 million and Baht 1.97 million in the consolidated and the Company's financial statements, respectively. 6) In 1999, the Company and subsidiaries had contingent liabilties arising from being sued by seven customers who are demanding a refund of both principal and interest, of approximately Baht 2.47 million and Baht 8.97 million, respectively, and the Company and subsidiaries, as co-defendant in the amount approximately of Baht 4.43 million, arising as as a result, the companies have breached in the contract, defraud and thief. The litigation is under consideration of the court. As at December 31, 1999, the Company and subsidiaries recognized the said contingent liabilities in the financial statements in full amount. 7) In 1998, the Company had a contingent liability arising from being sued by a debtor who is demanding a refund of both principal and interest, of approximately Baht 1.36 million, arising as a result, the Company breached in the contract. As at December 31, 1998, the litigation was under consideration of the court. No provision for any liability that may result from the lawsuit had been recognized in the financial statements. 8) As at December 31, 1999, the Company had commitments resulting from a subscription agreement and a debt repayment agreement with Starwood Thailand Corporation. The said company can subscribe, or designated party, to subscribe for shares in the Company under the agreements and the Company's regulation, up to 51% of total issued shares by December 31, 2002. The significant descriptions in the subscription agreement are as follows: - First subscription shares will amount to 8,000,000 newly issued ordinary shares, at Baht 5 per share - Second subscription shares are subject to fulfillment or waiver of the applicable further conditions in the agreement and subject to the Debt Repayment Agreement. The subscriber subscribes 32.4 million ordinary shares at Baht 10 per share which is equal to the amount of the principal component of the relevant indebtedness so paid. The subscriber shall pay the said subscription share by transfer funds into the Company's Bank Account. - The subscriber can subscribe 8 million shares at Baht 5 per share for the third subscription shares. - Fourth subscription shares were subject to fulfillment or waiver of the applicable further conditions in the agreement. The subscriber can subscribe the remaining shares under the agreement by December 31, 2002. - In the case of the above subscription shares, the payment for those shares are transferred into the Company's bank account. If the Company is unable to issue a number of ordinary shares at Baht 5 per share. The Company and Starwood agree to issue any other securities instead. If the Company and Starwood can not agree for the issue of any securities to meet the achieving the Commercial Goal. Starwood may subscribe the ordinary shares at Baht 10 per share (or the minimum par value (not being less than Baht 5) permitted by the Listing Rules of the SET). If Starwood applies for a subscription of shares, the Company shall, subject to all applicable laws, be liable to provide the economic benefit equal to the excess of the total subscription price paid by Starwood to achieve the Commercial Goal. As stated in the agreement, the Company agreed that a juristic company under the agreement shall hold all of the equity interests in an asset company(Assetco). From the date of its formation, the Asset company shall pay an annual asset management fee to the Company equal to 0.375% of asset company's gross nvested amount (equity and debt), as the same shall vary from time to time provided however that, for the first year, and, if Starwood shall have subscribed for 8,000,000 shares, then also for the second year, the Annual Management Fee shall be equal to the aforesaid sum, less Baht 40,000,000 (but in no case less than zero). The significant descriptions in the Debt Repayment Agreement are as follows: 1) Starwood propose to accept the transferred debt of the Company, according to the loan agreements between the Company or its subsidiaries and the financial institutions. 2) Starwood has the right to request the Company to issue the ordinary shares for sale to Starwood totaling in the amount equal to the total of the transferred debt, under the condition that the Company will repay the transferred debt to Starwood after Starwood has completed to subscribe the above shares. 3) After complying with the condition in the Agreement, Starwood or the Company may send a prior notice to inform the other to pay or receive a payment for transferred debt. In the case that the Company requests Starwood to repay the transferred debts, Starwood has the right to request the Company to repay to Starwood instead of applying for subscription. 4) Starwood agreed not to request the Company or its subsidiaries to pay debts to Starwood or to take any legal action for the debts, provided that the Company must not breach the above Subscription Agreement or Debt Repayment Agreement. NOTE 22 - LONG-TERM LEASE AGREEMENT 1. On December 20, 1999 the Company made a lease contract of land and construction with a person, covering 15 years between January 1, 2000 and December 31, 2014, with total value of Baht 54 million. On the annual basis, payment of rent is made on the 10th of January according to the following details: 1. Rent of the period between January 1, 2000 and December 31, 2004 is Baht 3.0 million per annum. 2. Rent of the period between January 1, 2005 and December 31, 2009 is Baht 3.6 million per annum. 3. Rent of the period between January 1, 2010 and December 31, 2014 is Baht 4.2 million per annum. The lessor postponed the register of rent for 80 days because the name of the owner of partial construction has not been replaced with that of the lessor yet. Regarding such construction, which is the property for lease, since there had been an existing lessee, therefore on December 20, 1999 the Company and the existing lessee, made a memorandum of understanding in a way that the existing lessee was requested to prematurely terminate the building lease contract made with the lessor so that the Company would rent property and land in the vicinity from the lessor. Then the Company agreed to compensate the existing lessee for the lost benefit from prematurely terminate the building lease contract made with the lessor and the Company agreed to purchase the property used in subleasing the rooms for rent in the amount of Baht 1.07 million and will pay partial compensation of Baht 0.2 million on the date of contract. 2. The Company entered into a rental agreement with a related company for office accommodation and for rent for a period of 30 years from June 1, 1994 to May 31, 2024. At the date of signing the agreement the Company paid total rental amount in amount of Baht 548.57 million. At the end of the contract, the Company must return the assets to the lessor. The Company can not request anything from the lessor under the agreement. (See Note 12 to the financial statements) 3. A subsidiary company entered into a land rental agreement with the Royal Palace Office for construction of condominium for the Baan Sansiri Project for a period of 30 years from November 1, 1993. At the date of signing the agreement the company had made a lumpsum payment for rental in amount of Baht 117.70 million. NOTE 23 - EMPLOYEE BENEFIT EXPENSES The Company had employee benefit expenses for the year ended December 31, 1999 as follows: Consolidated The Company Baht Baht Salary 51,203,501.69 28,351,707.24 Overtime 1,251,539.00 201,654.43 Medical expense 629,640.70 331,642.70 Social securities 626,627.22 257,196.00 Insurance 2,908,253.73 2,824,417.92 Welfare 1,345,716.52 713,683.37 Other expenses 92,270.00 55,550.00 Total 58,057,548.86 32,735,851.66 NOTE 24 - SEGMENT INFORMATION IN 1999 Real estate Land under Management Total Eliminated Total development and decoration for rent building Revenue Revenue from project sales 76,633,320.65 - - 76,633,320.65 - 76,633,320.65 Revenue from leasehold rights 31,918,080.72 - - 31,918,080.72 - 31,918,080.72 Revenue from business management 57,922,038.06 - 35,992,477.61 93,914,515.67 8,379,203.55) 85,535,312.12 Rental income 35,529,266.00 3,600,000.00 - 39,129,266.00 (940,800.00) 38,188,466.00 Revenue from contract cancellation 8,036,346.93 - - 8,036,346.93 - 8,036,346.93 Total 210,039,052.36 3,600,000.00 35,992,477.61 249,631,529.97 (9,320,003.55) 240,311,526.42 Expenses Cost of sales and services 89,668,979.92 - 24,568,360.67 114,237,340.59 (23,769,070.13) 90,468,270.46 Leasehold and development costs written off 20,446,380.00 - - 20,446,380.00 - 20,446,380.00 Total 110,115,359.92 - 24,568,360.67 134,683.720.59 (23,769,070.13) 110,914,650.46 Gross profit 99,923,692.44 3,600,000.00 11,424,116.94 114,947,809.38 14,449,066.58 129,396,875.96 Fixed assets 432,088,606.17 - 1,172,058.12 433,260,664.29 - 433,260,664.29 NOTE 25 - RECLASSIFICATION Certain transactions in the 1998 financial statements have been reclassified to conform to the 1999 financial statements presentation. NOTE 26 - YEAR 2000 ISSUES AND COMPUTER REMEDIATION PLAN (UNAUDITED) The Year 2000 problem arises because many computerized systems use two digits rather than four to identify a year. Date-sensitive system may recognize the year 2000 as the year 1900 or some other date, resulting in errors when information using year 2000 or 1999 dates is processed. Entities may experience the effects of the Year 2000 issueafter January 1, 2000, and the effects on operations and financial reporting, if not addressed and repaired properly and timely, may range from minor errors to significant systems failure which could affect an entity's ability to conduct normal business operations. In addition, it is not possible to be certain that all aspects of the Year 2000 problem affecting the entity will be fully resolved. The Company has no information that indicates any significant vendor may be unable to sell goods or provide services to the Company. Further, the Company has not received any notifications from lenders or regulatory agencies to which we are subject indicating that (1) any lender considers or may consider the Company to be in violation of a loan agreement or (2) significant regulatory action is being taken against the Company, as a result of Year 2000 issues. As of the date of the Auditor's report (February 22, 2000) the Company has not experienced any significant disruptions to the financial or operating activities caused by failure of the Company's computerized systems resulting from Year 2000 issues. The Company's management does not expect Year 2000 issues to have a material adverse effect on the Company's operations or financial results in 2000. NOTE 27 - SUBSEQUENT EVENT 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 11, 1999, it was resolved to allot increased share capital to a domestic security company totalling Baht 1,250,000 divided into 250,000 ordinary shares of Baht 5 par value.