ข่าวแจ้งตลาดหลักทรัพย์
Resolution of Capital reduction/ increase (Additional)
1600 / 130 / 2003
July 29, 2003
The Stock Exchange of Thailand
62, Ratchadapisek Road, Klongtoey
Bangkok 10110
Subject : The Board of Directors' Resolutions for an Extraordinary
Shareholders' Meeting in respect to Capital reduction,
Capital Increase, and Bonds issuance (Additional)
Attention : President of The Stock Exchange of Thailand
The Bangchak Petroleum Public Company Limited would like to
report the Board of Directors' resolutions at the meeting no. 8/2003
held on July 29, 2003 as follows:
1. Agree to propose the shareholder's meeting to approve the
decrease of the Company's registered capital from 7,720,409,400 Baht
to 5,220,409,400 Baht, by canceling 250,000,000 shares which have
not been issued and sold,and the outstanding shares will be
522,040,940 shares, as well as, to approve the amendment to Article
4 of the Company's Memorandum of Association in order to be
consistent with the capital decrease.
2. Agree to propose the shareholder's meeting to approve the
transfer of reserves to compensate the accumulated loss of the
Company as follows:
A. Legal reserve 547,594,555 Baht and
B. Share premium 2,007,950,671 Baht
3. Agree to propose the shareholder's meeting to approve the
decrease of the registered capital from 5,220,409,400 Baht to
522,040,940 Baht, by reducing the par value of the shares
from 10 Baht per share to 1 Baht per share, in order to
compensate the accumulated loss of the Company amounting
to 4,698,368,460 Baht.
4. Agree to propose the shareholder's meeting to approve the
change of the par value of the shares from 10 Baht per share
to 1 Baht per share, as well as, to approve the amendment to
Article 4 of the Company's Memorandum of Association in
order to be consistent with the capital decrease.
5. Agree to propose the shareholder's meeting to approve the
increase of the Company's registered capital from 522,040,940
Baht to 1,682,040,940 Baht, by issuing 1,160,000,000 new
common shares, having the par value of 1 Baht per share, as
well as, to approve the amendment to Article 4 of the
Company's Memorandum of Association in order to be
consistent with the capital increase.
The Board of Directors or any person authorized by the Board
shall have the authority to set and/or change the details and conditions
of the shares' issuance and offering, including any transaction relating
to the Office of the Securities and Exchange Commission, the Securities
Exchange of Thailand and any other authority involved with the shares'
issuance and offering.
6. Agree to propose the shareholder's meeting to approve the
issuance and offering of convertible debentures, secured
and/or unsecured, subordinated and/or unsubordinated, total
value not exceeding 4,000 million Baht or its equivalent in any
other currency, with maturity term of not exceeding 10 years.
The debentures can be converted to the Company's common
shares pursuant to the conditions specified by the Company.
The debentures will be offered to the public and/or specific
investors and/or institutional investors, both in and/or outside
Thailand. The offer may be made at one or several times.
The Board of Directors or any person authorized by the Board
shall have the authority to set and/or change the details and conditions
of the issuance, offering and allotment of the convertible debentures,
including any transaction relating to the Office of the Securities and
Exchange Commission, the Securities Exchange of Thailand and any other
authority involved with the issuance and offering of the convertible
debentures, as well as to have the said convertible debentures listed in
the Securities Exchange of Thailand.
7. Agree to propose the shareholder's meeting to approve the
issuance and offering of warrants in the amount not
exceeding 260 million units, with maturity term of not
exceeding 10 years in accordance with the terms and
conditions specified by the Company. The warrants will be
offered to the public and/or specific investors and/or
institutional investors, both in and/or outside Thailand.
The offer may be made at one or several times.
The Board of Directors or any person authorized by the Board
shall have the authority to determine the time period for the issuance
and offering of the warrants, depending on the suitability of the
marketing condition during that time. The Board of Directors or any
person authorized by the Board shall also have the authority to set
and/or change the details and conditions of the issuance and offering of
the warrants, including any transaction relating to the Office of
the Securities and Exchange Commission, the Securities Exchange of
Thailand and any other authority involved with the issuance and offering
of the warrants, as well as to have the said warrants listed in the
Securities Exchange of Thailand.
8. Agree to propose the shareholder's meeting to approve the
allotment of the newly issued shares as follows:
A. To allot not exceeding 300 million common shares, by
offering to the public and/or specific investors and/or
institutional investors, both in and/or outside Thailand.
B. To allot not exceeding 600 million common shares to
support the exercise of right of the convertible debentures
issued and offered.
C. To allot not exceeding 260 million common shares to
support the exercise of right of the warrants issued and
offered.
In case there are any shares remaining after the allocation
for warrant exercise or in case the Board deems it
unsuitable to issue and offer the warrants, such shares
shall be offered to the public and/or specific investors
and/or institutional investors, both in and/or outside
Thailand.
The Board of Directors or any person authorized by the Board
shall have the authority to set and/or change the details and conditions
of to the issuance, offering and allotment of the shares, including any
transaction relating to the Office of the Securities and Exchange Commission,
the Securities Exchange of Thailand and any other authority involved with
the issuance and offering of the shares, as well as to have the said shares
listed in the Securities Exchange of Thailand.
9. Agree to propose the shareholder's meeting to approve the
issuance and offering of the debentures, secured and/or
unsecured, subordinated and/or unsubordinated, total value
not exceeding 7,000 million Baht or its equivalent in any other
currency, with maturity term of not exceeding 10 years.
The Board of Directors or any person authorized by the Board
shall have the authority, at one or several times, to issue and offer
the debentures to replace the redeemed debentures under any forms,
provided, however, that the debentures which have been sold shall,
at any time, not exceed the total value stipulated above. The Board of
Directors or any person authorized by the Board shall also have the
authority to set and/or change the details and conditions of the
debentures' issuance and offering, including any transaction relating
to the Office of the Securities and Exchange Commission, the Securities
Exchange of Thailand and any other authority involved with the debentures'
issuance and offering.
10. The Extraordinary Shareholders' Meeting 1/2003 will be held
on August 29, 2003 from 1.00 p.m. at the main conference
room of the Company's head office, located at 210 Sukhumvit
64 Rd., Phrakanong, Bangkok.
11. The date for closing the Company's share register for the
right to attend the meeting will be August 14, 2003 at 12.00 a.m. to
until the meeting ends.
12. The agenda for the Extraordinary Shareholders' Meeting are
as follow:
1) To consider and approve the Minutes of the Shareholders'
Annual General Meeting 2003
2) To consider and approve the decrease of the Company's
registered capital by canceling the shares which have not
been issued and sold.
3) To consider and approve the amendment to Article 4 of
the Company's Memorandum of Association in order to be
consistent with the capital decrease as referred to in
agenda 2 .
4) To consider and approve the Company's capital
restructuring plan. In this regard, the meeting should
approve all the following sub-agendas regarding the
capital restructuring plan; otherwise, it will be deemed that
the meeting is resolved not to approve the Company's
capital restructuring plan.
4.1 To consider and approve transfer of reserves to
compensate the accumulated loss of the Company.
4.2 To consider and approve the decrease of the
registered capital by reducing the par value of the
shares in order to compensate the accumulated loss
of the Company.
4.3 To consider and approve the change of par value.
4.4 To consider and approve amendment to Article 4 of
the Company's Memorandum of Association in order
to be consistent with the capital decrease as referred
to in Agenda 4.2 and the change of the par value as
referred to in Agenda 4.3.
4.5 To consider and approve the increase of the
Company's registered capital by issuing new
common shares.
4.6 To consider and approve amendment to Article 4 of
the Company's Memorandum of Association in order
to be consistent with the capital increase as referred
to in Agenda 4.5.
4.7 To consider and approve the issuance and offering
of the subordinated and/or unsubordinated
convertible debentures, within the amount not
exceeding 4,000 million Baht.
4.8 To consider and approve the issuance and offering of
the Company's warrants
4.9 To consider and approve the allotment of the newly
issued shares
4.10 To consider and approve the issuance and offering
of the Company's debentures at the amount of not
exceeding 7,000 million Baht
5) To consider other businesses (if any)
Please be informed accordingly.
Yours sincerely,
(Kiatchai Maitriwong)
Assistant Vice President, Corporate Planning Office
Corporate Planning Office
Tel: 0-2335-4583