22 October 2002
REPORT OF CAPITAL INCREASE FORM
Report of Capital Increase Form
Central Pattana Public Company Limited
Date: October21, 2002
We, Central Pattana Public Company Limited, hereby report the Annual General Meeting
of the Board of Directors No.7/2545 held on October 21, 2002 from 2.00 p.m. to 3.30
p.m. regarding a capital increase and an allotment of new ordinary shares as follows:
1. Capital Increase
The Meeting of the Board of Directors approved the increase of a registered
capital of the Company from 1,000,122,500 baht to 2,000,245,000 baht by
means of the issuance of 100,012,250 ordinary shares with a par value of 10
baht each, totaling 1,000,122,500 baht.
2. Allotment of New hares
The Meeting of the Board of Directors passed a resolution approving the
allotment of 100,012,250 shares with a par value of 10 baht each, totaling
1,000,122,500 baht, the details of which are as follows:
2.1 Allotment Details
Allotted to Number of Ratio Offering Price Subscription Date Remarks
Shares (Old: New) per Share (baht) and Payment
Current Shareholders 100,000,000 1:1 10 baht/share December 3-11, 2002
2.2 The Company's Plan in case There Is a Fraction of Shares Remaining
Any unsubscribe newly issued shares remaining from such allotment to
the existing shareholders shall be offered to the shareholders who wish to
subscribe for shares in excess of their entitlement at the same offering
price. The Company shall allocate the remaining unsubscribe newly
issued shares to the shareholders who wish to subscribe for shares in
excess of their entitlement as the following manner;
(a) If the number of shares remaining exceed the number of shares
which the shareholders wish to subscribe for shares in excess of their
entitlement, all remaining shares will be allocated to the shareholders
who wish to subscribe for shares in excess of their entitlement. The
Executive Committee shall be empowered to consider and allocate
those remaining unsubscribed shares to specific investor and/or
institutional investor and/or qualified investor in accordance with the
regulation the Securities and Exchange Commission.
(b) If the number of shares remaining are less than the number of shares
which the shareholders wish to subscribe for shares in excess of their
entitlement, remaining shares will be proportionately allocated to
those shareholders at the same ratio as their entitlement.
Nevertheless, if there are shares still remaining, this allocation
method will be applied until there is no remaining share
The Executive Committee shall be empowered to consider and
determine any condition and other details necessary for the pertinent
to the allocation of newly issued ordinary shares; for example,
details of allotment method to existing shareholders, to negotiate,
conclude, and sign any related agreements or documents including to
perform any other acts necessary and related to the newly issued
ordinary shares as well as listing newly issued ordinary shares on the
Stock Exchange of Thailand.
2.3 The Number of Shares Remaining from Allotment
- None
3. The Date of the Annual General Meeting of Shareholders for Approval of
the Capital Increase/Share Allotment
The extraordinary meeting of shareholders No.1/2545 is scheduled to be held
on November 15, 2002 at 10.00 a.m., at Ladprao A Room, Sofietel Central
Plaza Hotel. The share register will be closed for share transfer in order to
determine the right to attend this meeting from November 4, 2002 at 12.00
o'clock, until the meeting has been duly convened.
4. Approval of the Capital Increase/Share Allotment by Relevant
Governmental Agency and Conditions (if any)
- None
5. Purpose of Capital Increase and the Use of Funds
The proceeds will be used to:
- Expand business operation. The proceeds will be used in projects under
development and new projects.
- Keep the Company's debt-to-equity ratio at an appropriate level.
6. Benefits which the Company Will Receive from the Capital
Increase/Share Allotment
The proceeds will be used to expand the Company's operations that will give
shareholders an appropriate level of investment return, and to keep its debt-to-
equity ratio at an appropriate level that will strengthen the Company's
financial status.
7. Benefits which the Shareholders Will Receive from the Capital
Increase/Share Allotment
7.1 The Company has a policy to pay dividend to shareholders in the amount of
not less than 40 % of its annual net profit. However, such payment shall be
subject to the Company's financial status, business operation, financial
strength and sufficient liquidity as the Board of Directors see fit.
7.2 Subscribers of the new ordinary shares will be entitled to receive dividends
from the 2002 operating results of the Company if dividends are declared.
8. Other Details Necessary for Shareholders to Approve the Capital Increase
and Share Allotment
- None
9. Schedule of Action where the Board of Directors of the Company Passes a
Resolution Approving the Capital Increase or Allotment of New Shares
9.1 The share register will be closed for share transfer in order to determine the
right to attend this meeting from November 4, 2002 at 12.00 o'clock, until
the meeting has been duly convened.
9.2 The Meeting of Shareholders No.1/2545 to pass the resolution to increase
the capital will be convened on November 15, 2002 at 10.00 a.m.
9.3 The share register will be closed for share transfer in order to determine the
right to subscribe to the new ordinary shares issued from November 20,
2002 at 12.00 o'clock.
9.4 The subscription and payment date will be from December 3-11, 2002.
The Company hereby certifies that the information contained in this report from is true and
complete in all respects.
Signed
(Kobchai Chirathivat)
Director and Chief Executive Officer
Signed
(Prin Chirathivat)
Director