Capital Increase Report Form (F 53-4)
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(-Translation-)
(F 53-4)
Capital Increase Report Form
BTS Group Holdings Public Company Limited
September 3, 2010
We, BTS Group Holdings Public Company Limited, with its registered office
residing at No. 21 Soi Choei Phuang, Viphavadi-Rangsit Road, Jompol, Jatujak,
Bangkok hereby report the resolutions of the Board of Directors Meeting No.
8/2010, held on September 3, 2010, at 2.30p.m. in respect of a capital
increase and shares allotment as follows:
1. Capital decrease and capital increase
The Board of Directors' Meeting passed the resolution to propose
the Extraordinary General Meeting of Shareholders No. 2/2010 to consider and
approve:
1.1 the reduction of registered capital from the existing
registered capital of Baht 65,142,190,902 to Baht 41,691,002,177.28 and the
reduction of paid-up capital from the existing paid-up capital of Baht
55,889,275,885 to Baht 35,769,136,566.40, by reducing the par value of shares
from Baht 1 per share to Baht 0.64 per share.
1.2 the reduction of the registered capital of the Company by
cancelling the unissued 4,225,914,569 shares at the par value of Baht 0.64 per
share, from the existing registered capital of Baht 41,691,002,177.28 to
Baht 38,986,416,853.12 (the details of the capital reduction by cancelling the
unissued shares are as appeared in the report of the resolutions of the Board
of Directors' Meeting No. 8/2010 made to the Stock Exchange of Thailand on
September 3, 2010).
1.3 the increase of registered capital of the Company by Baht
10,433,835,415.68, from the existing registered capital of Baht
38,986,416,853.12 to Baht 49,420,252,268.80, by issuing 16,302,867,837 new
ordinary shares at the par value of Baht 0.64 per share.
2. Allotment of new shares
The Board of Directors' Meeting passed the resolution to propose
the Extraordinary General Meeting of Shareholders No. 2/2010 to consider and
approve the allocation of 16,302,867,837 ordinary shares with a par value of
Baht 0.64 each. The details are as
follows:
Page 1
2.1 Details of allotment
Allotted to Type/Number Ratio Sale Date and Remark
(shares) (Old : price time of
New) per subscripti
share on and
(Baht) share
payment
To Up to Principa Please Please
To be
accommod 12,500,000,000 l amount see see
further
ate the shares of the Remark Remark
determine
exercise of converti No. 1.1 No. 1.2
d by the
conversion ble Board of
right of debentur Directors
convertible es and/or the
debentures divided Executive
at the by the Committee
aggregate conversion
amount of price
up to Baht
10,000,000
,000
The group Up to - Not less Please
To be
of specific 3,802,867,837 than see
further
investors shares Baht Remark
determine
who are 0.80 per No. 2
d by the
shareholde share Board of
rs of Directors
Bangkok and/or the
Mass Executive
Transit Committe
System e
Public
Company
Limited
("BTSC")
(excluding
the
Company)
whose
name are
in the list
of
shareholde
rs as of the
date the
Company
issues the
new
ordinary
shares
Remark No. 1
1.1 The conversion price of convertible debentures shall be calculated
from the market price of the Company's shares traded on the Stock Exchange of
Thailand during the period before the date of price determination plus
premium. However, the conversion price maybe adjusted downwards at a certain
rate or method to be determined. Accordingly the Board of Directors and/or
Executive Committee shall be empowered to determine the conversion price and
market price.
1.2 Please see details of convertible debentures at the aggregate
amount of up to Baht 10,000,000,000 in the report of the resolutions of the
Board of Directors' Meeting No. 8/2010 made to the Stock Exchange of Thailand
on September 3, 2010.
Remark No. 2
The group of specific investors who are BTSC shareholders (excluding the
Company) whose name are in the list of shareholders as of the date the Company
issues the new ordinary shares, provided that such persons are not the
connected persons of the Company, as a consideration for such BTSC
shareholders using their ordinary shares held in BTSC as
the substitute of cash payment for subscription price for the newly issued
ordinary shares of the Company.
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2.2 Action to be taken by the Company when there are fractions of shares
In any cases, if the calculation either of the amount of the newly
issued ordinary shares issued to accommodate the exercise of conversion right
of the convertible
debentures in the aggregate amount of up to Baht 10,000,000,000 or
the calculation of newly issued ordinary shares issued and allocated to the
group of specific investors who are BTSC shareholders (excluding the Company)
whose name are in the list of shareholders as of the date the Company issues
the new ordinary shares
leave a remainder, the Company shall disregard such remainder.
2.3 Remaining shares not yet allocated
- None -
3. Schedule for shareholders meeting to approve the capital increase and the
allocation of shares The Extraordinary General Meeting of Shareholders No.
2/2010 will be held on Monday November 1, 2010 at 15.00 hrs. at Ballroom 1,
8th Floor, Eastin Hotel Makkasan Bangkok, No. 1091/343 New Petchburi Road,
Makkasan Sub-district, Rajthevee District, Bangkok and the date of
determining the names of shareholders who shall be entitled to attend the
Extraordinary General Meeting of Shareholders No. 2/2010 (Record Date) will
be on October 6, 2010, and the date to gather the names of shareholders
under Section 225 of the Securities and Exchange Act B.E. 2535 (as
amended) by closing the share register book and suspension of share transfer
will be on October 7, 2010.
4. Approval of the capital increase/share allotment by relevant governmental
agency and related conditions
4.1 The Ministry of Commerce: To register the increase of registered
capital and paid- up capital.
4.2 The Office of the Securities and Exchange Commission: To apply for
the permission for the issuance of convertible debentures and accommodated
shares and to apply for the permission for the issuance of new shares.
4.3 The Stock Exchange of Thailand: To request approval for the newly
issued ordinary shares to be listed on the Stock Exchange of Thailand.
5. Objectives of the capital increase and plans for utilizing proceeds
received from the capital increase
5.1 To accommodate the exercise of conversion right of convertible
debentures at the aggregate amount of up to Baht 10,000,000,000.
5.2 To issue and offer up to 3,802,867,837 newly issued ordinary
shares at the par value of Baht 0.64 per share to the group of specific
investors who are BTSC shareholders (excluding the Company).
As a result of Items 5.1 and 5.2, the Company shall increase its
registered capital by Baht 10,433,835,415.68, from the existing registered
capital of Baht 38,986,416,853.12 to Baht 49,420,252,268.80, by issuing
16,302,867,837 newly issued ordinary shares at the par value of Baht 0.64 per
share in order to issue and offer to these persons.
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6. Benefits which the company will receive from the capital increase/share
allotment:
6.1 Being an alternative for funding which could reduce the Company's
interest
expense from loan facilities with the commercial bank incurred
from the
acquisition of BTSC. At present, the Company still has
approximately 8,753.7 MB
outstanding loan and carries rather high floating interest rate.
The reduced interest
expense shall result in high liquidity, more stable financial
status of the Company,
more flexible manner in managing cash flow and higher generation
of operating
result. In addition, such can be used for other purposes of the
Company, including
the investment in the Company's projects and working capital. The
issuance of
convertible debentures is the financial instrument which carries
low coupon rate
and the principal amount might not have to be repaid if the
investors exercise their
conversion right, which will enhance the Company's liquidity and
strengthen in the
Company's equity capital base while its debt being reduced
simultaneously. This
will result in the Company having a higher liquidity, an increased
financial stability, more flexibility in cash management and better
performance.
2. The allocation of up to 3,802,867,837 newly issued ordinary shares
at the par value of Baht 0.64 per share at the price of not less than Baht
0.80 to the group of specific investors who are BTSC shareholders (excluding
the Company) whose name are in the list of shareholders as of the date the
Company issues the new ordinary shares, provided that such persons are not
the connected persons of the
Company, as a consideration for such BTSC shareholders using their
ordinary shares held in BTSC as the substitute of cash payment for
subscription price for the newly issued ordinary shares of the Company is a
part of the BTSC share acquisition plan as approved by the
Extraordinary General Meeting of Shareholders No. 1/2010 held on April 29,
2010. (Please see details of benefits which the Company will receive from the
capital increase/share allotment in the Information Memorandum Concerning
the Acquisition of Assets and Connected
Transactions of the Company as reported to the Stock Exchange of
Thailand on March 22, 2010.)
7. Benefits which the shareholders will receive from the capital
increase/share
allotment:
7.1 Dividend policy:
The Company has the policy to pay dividend at the rate of no less
than 50 percent
of net profit after tax in accordance with the Company's separated
financial
statements. The Company shall pay dividend in the following fiscal
year taking
into consideration the cash flow from the operation. The annual
dividend payment
announcement must be approved at the Annual General Meeting of
Shareholders.
As for the interim dividend payment, the Company's Board of
Directors may deem
it appropriate to pay interim dividend if the Company has
sufficient profits and
working capital for business operation after the interim dividend
payment. The
Board of Directors has the responsibility to inform shareholders
of the payment in
the subsequent shareholders' meeting.
The Board of Directors shall take the following factors into
account when
considering dividend payment to the shareholders.
- The Company's performance, liquidity, current cash flow and
financial
status
Page 4
- Articles of Association and conditions regarding
dividend payment as
stated in the loan agreements, debentures, any
contracts incurred the
Company's liabilities, including agreements or
contracts that the Company
is obliged to
- Future business plan and investment capital requirement
- Other factors as deemed appropriate by the Board of
Directors
7.2 The subscribers will receive the dividends from the business
operations from the
period:
Subscribers of the newly issued shares shall be entitled to receive
dividends from the
Company's business operations after such subscribers are registered as
the shareholders of
the Company.
7.3 Others:
-None-
8. Other details necessary for shareholders to approve the capital
increase/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:
Procedure
Date/Month/Year
Board of Directors' Meeting No. 8/2010 September 3, 2010
Record Date October 6, 2010
Collecting names of entitled shareholders October 7, 2010
under Section 225
Date of Extraordinary General Meeting of November 1, 2010
Shareholders No. 1/2010
Registration of capital increase with the Within 14 days
from the day of
Ministry of Commerce shareholders
meeting's resolution
The Company hereby certifies that the information contained in this
report form is true
and complete in all respects.
Please be informed accordingly.
Yours faithfully,
-Signed-
(Mr. Kavin Kanjanapas)
Position: Director
-Signed-
(Mr. Rangsin Kritalug )
Position: Director
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