SET Announcements
Capital Increase Report Form (F53-4)
(F 53-4)
Capital Increase Report Form
The Bangchak Petroleum Public Company Limited
March 19, 2004
We, The Bangchak Petroleum Public Company Limited, hereby report of
the resolution of the Board of Directors no. 3/2547, held on March 19, 2004
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 843,143,461 Baht
to 867,143,461 Baht by means of the issuance of 24,000,000 ordinary shares
with a par value of 1 Baht each, totaling 24,000,000 Baht.
2.Allotment of new shares:
The meeting of the board of directors passed a resolution approving
the allotment of 24,000,000 ordinary shares with par value of 1 Baht each,
totaling 24,000,000 Baht, the details of which are as follows:
2.1 The Details of allotment
To support the exercise of subscription rights of the warrant issuing to
directors, management, and employees in accordance with the ESOP, at the
offering price of 0 Baht per warrant. For the date and time of subscription,
the Board of Directors or any person authorized by the Board will consider
and determine later. The details of the project are as follows;
Issued Security : Warrants to purchase the newly issued common shares
of the Company
Type : Non - transferable, except for transfer to their heirs
and "ESOP Plan Administrator" (Administrator)
Amount : Not exceeding 24,000,000 Warrants
Marurity : Not exceeding 5 years from the issuance date and
pursuant to conditions specified by the Company
Offering Price : 0 Baht
Exercise ratio : 1 Warrant per 1 share, unless changed according to
Conditions for Change of Exercise Right.
Exercise price : 5 Baht per share, unless changed according to
Conditions for Change of Exercise Right
Exercise period : Every quarter within 5 years from the issuance date and
pursuant to conditions specified by the Company
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 annual general meeting of shareholders for the year 2004 is scheduled
to be held on April 29, 2004 at 1.30 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 April 8, 2004 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 issue of new warrants to directors, management, and employees of
the Company and the Bangchak Green Net Co., Ltd. has to be approved by the
Securities and Exchange Commission (SEC).
5. Objectives of the capital increase and plans for utilizing proceeds
received from the capital increase
To support the exercise of subscription rights of the warrant issuing
to directors, management, and employees of the Company and the Bangchak Green Net
Co., Ltd. in accordance with the ESOP
6. Benefits which the Company will receive from the capital increase/
share allotment:
To reward directors, management and employees for their hard working,
and to promote and encourage those persons to dedicate their time and efforts to
work with the Company effectively and continuously in the long term by creating
an ownership atmosphere, which will help the Company to achieve the business goals
resulting in better performance and higher profit per share
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:
If all Warrants are exercised, the shareholding ratio of the
existing shareholders will be diluted not exceeding 5 percent of all issued shares
as of the date applying SEC. The degree of effects will be based on amounts of
Warrants which have been exercised. However, the directors and employees may be
benefited only when the shareholders are already benefited from the higher share
prices according to the exercising conditions specified by the Company.
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 March 19,2004
2) Closing Share Register Book April 8, 2004
3) General Shareholders' Meeting April 29, 2004
4) Capital Increase Registration Not specify
5) Allotment period for directors Not specify
Management, and employees
The Company hereby certifies that the information contained in this
report form is true and complete in all respects.
(Watcharapong Saisuk)
Assistant Vice President, Corporate Planning Office