ข่าวแจ้งตลาดหลักทรัพย์

Enclosure (1) Capital Increase Report Form Sansiri Public Company Limited 4 July 2002 We Sansiri Public Company Limited hereby report the resolution at the Board of Directors Meeting No. 3/2002 held on 3 July 2002 during 11.00 to 14.00 hours in respect of a capital increase/share allotment as follows:- 1. Capital increase: The Board of Directors Meeting has approved: (i) Decrease of the registered capital of the Company from Baht 13,294,143,810 to Baht 3,013,282,780 by cancelling all the registered but unissued share capital in the amount of 1,028,086,103 shares. The 5,796,600 unissued shares but being 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 # 1/1998 on 17 December 1998, # 1/1999 on 29 July 1999 and the Annual General Shareholders Meeting # 5/2000 on 24 April 2000, respectively); and (ii) 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 with a par value of Baht 10 each, totalling Baht 18,837,294,320 by means of the issuance of the following shares. (a) 200,000,000 ordinary shares, to be issued at par value of Baht 10 per share. (b) 571,500,000 ordinary shares to be at issued Baht 4.41 per share (being less than par) with a fixed discount of Baht 5.59 per share. (c) 1,082,879,432 ordinary shares to be at issued Baht 5.- per share (being less than par) with a fixed discount of Baht 5 per share (d) 29,350,000 ordinary shares to be at issued Baht 6.- per share (being less than par) with a fixed discount of Baht 4.- per share. 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 1,883,729,432 shares with a par value of Baht 10 each, the details of which are as follows:- 2.1 Detail of allotment The Board of Directors Meeting has approved to allot the 1,883,729,432 newly issued shares at the par value of Baht 10.- as follows: Allocated to Number of Ratio Selling price Share Remark Shares (units) (old:new) (Baht/Share) subscrip tion and payment date 1. Specific investors, namely: - 4.41 Please see the schedule (1) Step Balance Co., Ltd 280,000,000 in Clause 9 hereof (2) Lumina Pacific Co.,Ltd. 40,000,000 (3) Ever Crest Pacific Co., Ltd. 40,000,000 (4) Beijing Properties Investment 40,000,000 Limited (5) Capital Sign Investment 40,000,000 (6) Fidelis Overseas Limited 40,000,000 (7) Siam Investment Fund II LP. 47,000,000 or its delegates (8) Siam Investment Fund or its 9,500,000 delegates (9) Univenture Public Company 35,000,000 Limited which being 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 2. Reserved for the exercising of 29,350,000 - 6.- According to ESOP # 4 the warrants issued under the plan plan to issue and privately 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 # 4. 3 To any specific investors not 200,000,000 - at the price not The board of directors more than 35 persons and/or any of less than the 80% will be authorized to the 17 institutional investors, in of the market determine the offering accordance with the SEC price at the time price, subscription notification no. Gor Jor. 12/2000 of offering, period, terms and regarding the application and providing that the conditions relating to permission for offer of new shares. market price will the offering, which be weighted includes the averaged price or determination of the the 30 trading days "market price" in averaged closed accordance with the price before the SEC regulations board approves relating thereto. the allotment 4. To certain persons or juristic 1,082,879,432 5.- The board of directors persons, designated by Starwood will be authorized to Thailand Corporation which being determine the the specific investors not more that terms and conditions, subscription period, 35 persons and/or any of the 17 and other details institutional investors, in relating to the offering accordance with the SEC in accordance with the notification no. Gor Jor. 12/2000 Subscription regarding the application and Agreement dated permission for offer of new shares March 3, 1999, 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 2.2 The Company's plan where there is a fraction of shares remaining This allotment has not a fraction of shares remaining. 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 7 August 2002 at 10.00 hours at Duang-Kamol Room, Siam City Hotel No. 477 Sri Ayudhaya Road, Thanon phaya Thai, Rajthevi, Bangkok. The share register will be closed to determine the right of shareholders to attend this meeting from 12.00 p.m. on July 18, 2002 until the meeting is adjourned. 4. Approval of the capital increase/share allotment by relevant governmental agency and conditions thereto (if any) - To register the decrease of the capital of the Company (by canceling all the unoffered registered share capital) and the increase of the capital of the Company with the Department of Commercial Registration, Ministry of Commerce. - To subsciption of shares by the specific investor, named Step Balance Co. Ltd. resulting that such investor will hold shares in the Company more than 25% of the registered and paid up shares of the Company. The Company will ensure the said investor will seek 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. Gor Kor 4/1995 dated March 15, 1995. 5. Objective of the capital increase and plans for utilizing proceeds received from the capital increase 5.1 For working capital and reserved cash on hand so as to adjust the funding structure of the Company and its subsidiaries. 5.2 To finance the expansion of the existing business of the Company, which includes, housing project for sale, condominium for sale, apartment for rent and property management. 5.3 For the expansion into other area of real estate relating to existing business of the Company, such as, service apartment, hotel and other relating service businesses. 6. Benefits which the Company will receive from the capital increase/share allotment: To create investor confidence and strengthen the company's foundation by having institutional investors as shareholders. Furthermore, to generate revenue from new investment and project management services rendered to real estate projects and other related projects. 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 2002 performance or the subscription year. 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. Board of Directors' Meeting 3 July 2002 2. Close the share register to determine the 18 July 2002 right of shareholders to attend the General Meeting until conclusion the meeting is adjorned. 3. Convene the extraordinary meeting of the 7 August 2002 shareholders 4. Subscription period for the private The Company will offer of shares for sale to placement to: the certain investors within 15 days following (1) Step Balance Co., Ltd the Shareholders' meeting date. (2) Lumina Pacific Co.,Ltd. (3) Ever Crest Pacific Co., Ltd. (4) Beijing Properties Investment Limited (5) Capital Sign Investment Limited (6) Fidelis Overseas Limited (7) Siam Investment Fund II LP. or its delegates (8) Siam Investment Fund or its delegates (9) Univenture Public Company Limited 5. Subscription period by way of private After the completion of the subscription in 4. placement. above, 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 The Company certified that the information described in this report is accurate and complete in all respects Signed director (Mr. Wanchak Buranasiri)