SET Announcements
The Cabinet's Resolutions for DR (Additional)
1600 / 207 / 2003
December 17, 2003
The Stock Exchange of Thailand
62, Ratchadapisek Road, Klongtoey
Bangkok 10110
Attention : President of The Stock Exchange of Thailand
Subject : The Cabinet's resolutions concerning the Depository Receipt (Additional)
Dear sir ,
The Company would like to inform that the Cabinet has the resolutions
concerning the solution in the Bangchak Petroleum Public Company Limited's problem,
which were approved on December 16, 2003 as follows:
1. Under normal financial restructuring process, existing shareholders'
portion will be fully written off prior to capital injection from new shareholders.
However, since the restructuring process is fully supported by the Ministry of Finance
and PTT, a partial written-off is applied for Ministry of Finance and PTT via DR-Share SWAP
process at the ratio of 10 common shares for 5 DRs. The SWAP ratio for minority
shareholders is set differently in the range of 10:7 to 10:9 to protect these shareholders.
2. Following the aforementioned DR-Share SWAP option, the shareholders
who exercise the DR-Share Swap Option will be entitled to the capital protected offered
by the Ministry of Finance (MOF). Consequently, this would enhance the success of
BCP funds raising process from issuing convertible debentures amounting 4,000 million Baht
and common shares amounting 3,000 million Baht in the form of DR.
3. The implementation of DR-Share SWAP option would not affect to the Company's
financial status, since there is no new money transferred. In addition, the DR-Share
SWAP option is the transaction between Siam DR Co., Ltd., BCP shareholders, and MOF
who offers the capital protected. For the remaining common shares from DR-Share swap,
the Siam DR Co., Ltd. will render to the Company, and the Company will call for
the shareholder meeting to approve the cancellation of such remaining common shares.
4. DR-Share SWAP option process is scheduled to be completed by January 2004,
approximately the same period as 7,000 million Baht capital raising schedule.
5. The public offering schedule of DR is remained as previously informed SET,
that would be around January 2004.
6. In the meantime, the company is in the process to submit the application of
the offering to SEC, of which expected to be launched in January 2004.
Please inform accordingly.
Yours sincerely,
(Watcharapong Saisuk)
Assistant Vice President Corporate Planning Office
Corporate Planning Office
Tel: 0-2335-4583