SET Announcements
Capital Increase Report Form
(F 53-4)
Capital Increase Report Form
Name of Company:The Bangchak Petroleum Public Company Limited
Date : July 29, 2003
We, The Bangchak Petroleum Public Company Limited, hereby
report of the resolution of the board of directors no. 8/2546,held on
July 29, 2003 in respect of a capital increase/share allotment as
follows :
1. Capital increase:
The meeting of the board of directors passed a resolution
approving the increase of a registered capital of the Company from
522,040,940 Baht to 1,682,040,940 Baht by means of the issuance of
1,160,000,000 ordinary/preferred shares with a par value of 1 Baht
each, totaling 1,160,000,000 Baht.
2. Allotment of new shares:
2.1 The meeting of the board of directors passed a resolution
approving the allotment of 1,160,000,000 ordinary/preferred shares
with par value of 1 Baht each, totaling 1,160,000,000 Baht, the
details of which are as follows:
Allotted to Number Ratio Sale price Subscription and Note
(million (old:new) per share payment period
shares) (Baht)
Existing
Shareholders - - - - -
Public/ 300 - Not specify Not specify -
Specific
investors/
institutional
investors
For supporting
the conversion/
exercising the
right of
(specify)
- Convertible 600 - Not specify Not specify -
bonds
- Warrants 260 - Not specify Not specify -
- Where the shares are allotted to existing shareholders,
specify the date on which shareholders register is closed for the
subscription for new shares.
- Where the shares are allotted to any person, give particulars
of such person, his relationship with the listed company and basis
for the determination of share price. If such person is a juristic
person, mention the type of its business, manner of its business
operation, major shareholders, directors and management of such
juristic person.
- Where the shares are allotted to support the conversion or
exercise of subscription rights under instruments, such as convertible
debentures, share-purchase warrants etc., give particulars of such
instruments with respect to their characteristics, amount or value,
conditions and material contents (if any).
2.2 The Company's plan in case where there is a fraction of
shares remaining
- No shares remaining -
2.3 The number of shares remaining from the allotment is :
- None -.
3. Schedule for shareholders meeting to approve the capital
increase/allotment
The extraordinary meeting of shareholders no. 1/2003 is
scheduled to be held on August 29, 2003 at 1.00 p.m. at the main
conference room of the Company's head office. The share register will
be closed for share transfer in order to determine the right to attend
this meeting from August 14, 2003 at 12.00 a.m.,until the meeting has
been duly convened.
4. Approval of the capital increase/share allotment by relevant
governmental agency and conditions thereto (if any) :
The Cabinet Meeting on July 8,2003, has come up with the
following resolutions : Approval of the Business and Financial
restructuring plan as well as the additional Government supports,
assigns BCP to perform in accordance with the financial restructuring
plan and to complete all restructuring process within 6 months,
and assigns Ministry of Finance to guarantee for the capital protected
or do any other measures to protect the initial capital issued by the
mutual fund or SPV, in case necessity
5. Objectives of the capital increase and plans for untilizing
proceeds received from the capital increase
Strengthen the Company's financial structure, increase
the capital, and decrease liabilities and interest expenses.
6. Benefits which the Company will receive from the capital
increase/share allotment:
- Reduce debt to equity ratio to the proper level
- Reduce the interest expenses
- Create the confidence to the creditors and other related
parties
7. Benefits which the shareholders will receive from the capital
increase/share allotment:
7.1 Dividend policy : The Board of Directors/ Shareholders'
Meeting/ Company has the policy to allocate 50% of the net profit
after taxes and legal reserves in each year as the dividend,
unless there is any other necessary reason.
7.2 Subscribers of new shares issued for this capital
increase will be entitled to receive dividends from the Company's
business operations starting from : The Company can
generate a net profit without the accumulated losses on the
books and the General Shareholders Meeting passes the
resolution to pay the dividend.
7.3 Others : - None -
8. Other details necessary for shareholders to approve the
capital increase/share allotment:
- The Company has performed the business restructuring for
revenue enhancement and cost reduction, which includes the
business cooperation with PTT Plc. and Thaioil Co.,Ltd.,
in order to enhance the rate of return to the proper level.
- The Company shall allot new shares to the mutual funds,
which are set up for investing in Bangchak Plc., while the
Ministry of Finance will guarantee for the capital protected
or do any other measures to protect the initial capital
issued by the mutual fund.
9. Schedule of action where the board of directors of the
Company passes a resolution approving the capital increase or
allotment of new shares:
1) Meeting of the Board of Directors July 29,2003
2) Closing Share Register Book August 14,2003
3) Extraordinary Shareholders' Meeting August 29,2003
4) Capital Reduction Registration November 4, 2003
5) Capital Increase Registration November 5, 2003
6) Subscribing new shares/ bonds Not specify
The Company hereby certifies that the information contained in
this report form is true and complete in all respects.
Signed General Tawat Ked-Unkoon authorized director
(General Tawat Ked-Unkoon)
Chairman of the Board of Directors
Signed Narong Boonyasaquan authorized director
(Narong Boonyasaquan)
Director and Secretary to the Board of Directors