News Detail: [ABICO] Rehabilitation Plan passed by the Central Bankruptcy CourtSymbol: ABICO Headline: Rehabilitation Plan passed by the Central Bankruptcy Court Time: 15 Dec 2004 08:04:02 ABICO 023/KV/2004 13 December 2004 The President The Stock Exchange of Thailand (SET) Subject:Rehabilitation Plan Summary Passed by the Central Bankruptcy Court Reference:The letter of the Rehabilitation Plan Passed by the Central Bankruptcy Court Dated 29 November 2004 Whereas the Rehabilitation Plan of ABICO Holdings Public Company Limited has been passed by the Central Bankruptcy Court on 29 November 2004 as informed earlier, the company, as the Administrator of such plan, has made a summary of its important matters for the investors' benefits and other related persons with the details as follows : Forward for your information. Sincerely yours, Kitti Vilaivarangkul Abico Holdings Public Co.,Ltd. The Plan Administrator of Abico Holdings Public company Limited The Procedures of the Rehabilitation Plan of ABICO Holdings Public Company Limited 1) Debt Restructuring The company went through a debt restructuring plan so as to be in line with the current business operations by decreasing total accrued interests (including normal interests, default interests, compound interests, fees and other related expenses), principal debt obligations, debt payment due extension and interest rate. The company's creditors who have submitted petitions for debt payments to the appointed receiver are classified into 9 creditor groups. Each of them will be affected by this plan as follows: Group 1: Secured creditor having receivable debts less than 15 percent of the total debt payments This creditor group consists of the creditors who are secured by the company's stock pledge agreements for debt obligations. They will be affected by the decreased debts of the total accrued interests and the extension of the accrued-principal-debt payment due of the debts that are equal to the appraised values of the securities and they accept the newly extended payment due. All payments are scheduled to be settled within 10 years starting from the later date of either the effective date or the date of the court's final judgment. The creditors shall be paid every 6 months on the last working day of June and December at Krung Thai Bank (Plc)'s 3-month fixed deposit rate plus 1. Group 2: Loan and financial-instrument creditor (financial institution) This creditor group consists of the creditors from loan agreements, co-loans, financial instruments, inactive O/D, accrued interests (including normal interests, default interests, and compound interests), fees and other related expenses. They will be affected by the decreased debts of the total accrued interests and the decreased debts of the accrued principal from previous principal debt proportion to the new debts at 8 percent of the principal debt obligations that were petitioned for debt payments and that the court or the appointed receiver had their final judgments and the newly extended payment due. All payments are scheduled to be settled within 10 years starting from the later date of either the effective date or the date of the court's final judgment. The creditors shall be paid every 6 months on the last working day of June and December at Krung Thai Bank (Plc)'s 3-month fixed deposit rate plus 1. Group 3: Guarantee-agreement creditor This creditor group consists of the beneficiaries from the guarantee of the payments for third party. They will be affected by the decreased debts of the total accrued interests and the decreased debts of the accrued principal from previous principal debt proportion to the new debts at 8 percent of the principal debt obligations that were petitioned for debt payments and that the court or the appointed receiver had their final judgments and the newly extended payment due. All payments are scheduled to be settled within 10 years starting from the later date of either the effective date or the date of the court's final judgment. The creditors shall be paid every 6 months on the last working day of June and December at Krung Thai Bank (Plc)'s 3-month fixed deposit rate plus 1. Group 4: Affiliate creditor This creditor group consists of the creditors of whom the company owns some shares, some directors or all directors as a whole team or some of the relevant directors. All creditors in this group will be affected by the set-off against the company, the decreased debts of the total accrued interests and the decreased debts of the accrued principal balance from the set-off to the new debts at 8 percent of the balance principal debt obligations that were petitioned for debt payments and that the court or the appointed receiver had their final judgments and the newly extended payment due. All payments are scheduled to be settled within 10 years starting from the later date of either the effective date or the date of the court's final judgment. The creditors shall be paid every 6 months on the last working day of June and December at Krung Thai Bank (Plc)'s 3-month fixed deposit rate plus 1. Group 5: Trade and construction-contractor creditor This creditor group was constituted from the guarantee of the debts of construction costs and has entered into a composition agreement that the company agreed to partially pay for the debts of its subsidiaries, profession fees and relevant accrued interests for such creditors. This creditor group 5 will be affected by the decreased debts of the total accrued interests and the decreased debts of the accrued principal from previous principal debt proportion to the new debts at 8 percent of the principal debt obligations that were petitioned for debt payments and that the court or the appointed receiver had their final judgments and the newly extended payment due. All payments are scheduled to be settled within 10 years starting from the later date of either the effective date or the date of the court's final judgment. The creditors shall be paid every 6 months on the last working day of June and December at Krung Thai Bank (Plc)'s 3- month fixed deposit rate plus 1. Group 6: Creditor from hire-purchase agreement This creditor group consists of the creditors constituted from the hiring and hire- purchase agreement of automobiles, machines, equipments and components from normal commercial agreements of the company or other similar agreements. The company wishes to continue the using of the properties acquired from such hire-purchase agreements and will continue the payment of the associated installments in accordance with the terms and conditions of the original agreements. Group 7: Creditor from fee and service This creditor group consists of the creditors of registration fees of The Stock Exchange of Thailand and the share-registrar service. The debts are from accrued fees and services, accrued interests (including normal interests, default interests and compound interests) and other related expenses. This creditor group 7 will be affected by the decreased debts of the total accrued interests and the newly extended payment due and will be paid for the accrued principal debts that were petitioned for debt payments and that the court or the appointed receiver had their final judgments. All payments are scheduled to be settled within 10 years starting from the later date of either the effective date or the date of the court's final judgment. The creditors shall be paid every 6 months on the last working day of June and December at Krung Thai Bank (Plc)'s 3-month fixed deposit rate plus 1. Group 8: Creditor from auditing fee and retaining fee for the rehabilitation case This creditor group consists of the creditors of overdue auditing fees, default fees, interests, fines and other related auditing expenses and of the overdue rehabilitation case hiring costs, default fees, interests, fines and other related rehabilitation-case expenses, the consultation for rehabilitation, the plan preparation for rehabilitation and other handling charges. This creditor group 8 will be affected by the decreased debts of the total accrued interests and the newly extended payment due and will be paid for the accrued principal debts that were petitioned for debt payments and that the court or the appointed receiver had their final judgments. All payments are scheduled to be settled within 10 years starting from the later date of either the effective date or the date of the court's final judgment. The creditors shall be paid every 6 months on the last working day of June and December at Krung Thai Bank (Plc)'s 3-month fixed deposit rate plus 1. Group 9: Creditor whose security is other person's security This creditor group consists of the creditors from loan agreements, co-loans, financial instruments, O/D, accrued interests (including normal interests, default interests, and compound interests), fees and other related expenses that were secured by other persons' securities. This creditor group 9 will be affected by the decreased debts of the total accrued interests by the creditors and the newly extended payment due and will be fully paid in accordance with the appraised values of the securities held by each creditor. All payments are scheduled to be settled within 10 years starting from the later date of either the effective date or the date of the court's final judgment. The creditors shall be paid every 6 months on the last working day of June and December at Krung Thai Bank (Plc)'s 3-month fixed deposit rate plus 1. Payment Option In addition, the creditor group 2, 3, 4 and 5 are able to choose either of the following payment options. If the creditors do not express their intentions, it shall be construed that they accept to be abided with the debt-decreasing and 10-year payment due extension methods as described in the topics of Debt Payment, Payment Due Extension, Debt Decreasing and Treatment toward Creditor Mor. 90/42 bis and Mor 90/58. 1) To be paid at 50 percent of the new debts and dismiss all accrued debts. To be paid after the company has completely received the increased share capital. The debts from the creditor group 2, 3, 4 and 5 shall not exceed the limit at 15 million Baht. If such event occurs, the creditors whose submissions for intention are earlier shall get the rights. The limit for debt payments can be increased under the Plan Administrator's discretion if there are cashflow surplus from provision or share capital increasing. 2) To be paid at 15 percent of the new debts after the company has completely received the increased capital, converted the debts to capital at 15 percent of the new debts and to agree debt decreasing at 10 percent of the new debts. The debts from the creditor group 2, 3, 4 and 5 shall not exceed the limit at 5 million Baht. If such event occurs, the creditors whose submissions for intention are earlier shall get the rights. The limit for debt payments can be increased under the Plan Administrator's discretion if there are cashflow surplus from provision or capital increasing. For the balance debts, the creditors agree that all payments shall be settled within 10 years starting from the later date of either the effective date or the date of the court's final judgment. The creditors shall be paid every 6 months on the last working day of June and December at Krung Thai Bank (Plc)'s 3-month fixed deposit rate plus 1 when the first installment has been paid. The creditors shall be paid every 6 months on the last working day of June and December. As such, the creditors are unable to choose more than 1 method and should notify the Plan Administrator 15 days prior to the effective date. 2) Capital-Structure Restructuring ? Share Capital Decreasing The company will decrease the registered share capital by reducing the share quantity using previous 7 shares to 1 new share ratio. Consequently, the company's issued and paid registered share capital will be decreased from 1,400,000,000 Baht to 200,000,000 Baht. In addition, the company will transfer the legal reserves at 6,839,000 Baht and the paid-in capital at 260,000,000 Baht to cut the accumulative loss down in order to be able to pay dividends earlier. ? Share Capital Increasing The company will, within 120 days after the court agreed with the plan, increase the registered share capital from 200,000,000 Baht to at least 235,000,000 Baht by issuing fund-raising common stocks at least 3,500,000 shares at 10 Baht par value. They will be offered to current shareholders at least 3,000,000 shares using 20 current shares to 3 new shares ratio in order to accommodate to following appropriation: 1. The company will appropriate 500,000 shares of fund-raising common stocks at 10 Baht par value for the creditor group 2, 3, 4 and 5 to accommodate the debt to capital conversion. 2. The company will increase the share capital by issuing at least 3,000,000 shares of common stocks at 10 Baht par value. The will be offered to current shareholders using 20 current shares to 3 new shares ratio. In case the current shareholders do not want to buy or have their residual shares from previous offer, the plan manager will offer to the specific investors at 10 Baht per share. As such, the share appropriation, the application period, the payment, the terms and conditions and other related issues are in accordance with the Plan Administrator's discretion. Therefore, after the share capital increasing has been completed, the company will have the issued and paid registered share capital at 235,000,000 Baht or 23,500,000 shares. ? Adjustment of specified ordinary share value (par value) The company will register the change of specified ordinary share value from 10 baht per share to 1 baht per share, which will make the company to have the issued and paid-up registered shares in the amount of 235,000,000 baht or 235,000,000 shares. 3) Business-Operation Reorganization After the debt restructuring and the capital-structure restructuring have been completed, the company will reorganize its business operations to fit the current and foreseeable economic conditions. It will take into consideration of its ability to create debts, the economic expansion and every aspect of related risks for informed decision making. Security All creditors agreed not to write-off, assign, transfer, seize or garnish or conduct any operations that might cause the company to lose its rights over such debt securities. Security Redemption All creditors who have the company's properties or others' properties as securities shall redeem them against the company within 30 days since the date that the last installment of the debt payments for such creditors are made according to the rehabilitation plan or the date that they were fully paid using the debt payment method. Debt Retiring Under this plan, all creditors agreed that the total balance debts of all creditors, both petitioned and not petitioned to be paid, the future debts, the future debts for damages and the debts with condition and time clause that the debt obligations incurred in the period before the court passed the resolution of rehabilitation were not specified for the concept and the debt payment method in this plan shall be the company's entire debt retiring. The creditors shall not exercise any claims over such debt obligations and shall constitute a waiver for any rights of previous credit agreements or previous claims starting from the date that the court agreed with the plan. Success of the plan The undertaking of the rehabilitation plan shall be considered as successful after the company has decreased and increased the share capital, changed the par value of the common stocks and informed the creditor committee in writing. 4 5