Symbol: CNT
Headline: Capital Increase Report Form
Time: 14 Sep 2004 14:04:00
(Translation)
Capital Increase Report Form
Christiani & Nielsen (Thai) Public Company Limited
14th September 2004
Christiani & Nielsen (Thai) Public Company (the Company) would like to report the resolution
of the Board of Directors Meeting No. 4/2004 of CN Advisory Company Limited, the
Company's Plan Administrator held on 30 July 2004 from 16.30 to 17.30 pm. in respect of a
capital increase/share allotment as follows:
1. Capital increase:
The meeting of the Board of Directors of the Plan Administrator passed a resolution approving
the increase of the registered capital of the Company from Baht 312,015,580 to Baht
401,162,888 by means of the issuance of 89,147,308 ordinary shares with a par value of Baht
1.00 each, totaling Baht 89,147,308. The Central Bankruptcy Court had approved the
amendment of the Company's Memorandum Association to reflect the capital increase on 13
September 2004.
2. Allotment of new shares:
2.1 The meeting of the Board of Directors passed a resolution approving the allotment of
89,147,308 ordinary shares with par value of Baht 1.00 each, totaling Baht 89,147,308,
the details of which are as follows:
Allotted to Number Ratio Sale price Subscription Note
(shares) (existing : per share and payment
new) (Baht) period
Existing 89,147,308 Existing 3.5 89,147,308 The Board of The Board of Directors Meeting of
Shareholders shares: 1 Shares Directors Meeting the Plan Administrator No.
to reserve dividend dividend of the Plan 4/2547, held on 30 July 2547
dividend shares share.(In the payment at Administrator passed a resolution approving the
payment case that the Baht 1.00 per shall consider allocation of profit for dividend
fraction of share,totaling theclosing date payment by means of share
the shares is Baht of share register dividend and cash dividend as
less than 3.5 89,147,308 book for the right follows:
shares, equivalent to to subscribe for (a) Allotment of 89,147,308
dividend dividend shares dividend dividend shares at par value of
payment shall payment of payment and the Baht 1.00 each to existing
be paid at Baht 0.286 date of share shareholders in the ratio of 3.5
Baht 0.286 per share. allotment. existing shares to 1 dividend
per share. share, totaling Baht 89,147,308
equivalent to dividend payment of
Baht 0.286 per share. In the case
that the fraction of the shares is
less than 3.5 shares, dividend
payment shall be paid at Baht
0.286 per share.
(b) Cash dividend payment at the
rate of Baht 0.034 per share,
totaling Baht 10,608,530.
2.2 The Company's plan where there is a fraction of shares remaining :
The fraction of shares less than 3.5 shares shall be paid at Baht 0.286 per share.
2.3 The number of shares remaining from the allotment is __-___ shares with par value of
__-___ Baht each, totaling ____-___ million Baht.
/3. Schedule
3. Schedule for shareholders meeting to approve the capital increase/allotment
The Capital increase and the Allotment of Shares have been done in accordance with the
rehabilitation plan of Christiani & Nielsen (Thai) Public Company Limited approved by the
Central Bankruptcy Court. The capital increase and the allotment of shares were under the
consideration of the Plan Administrator. As such the Company does not need to hold a
Shareholders Meeting to approve the procedure.
4. Approval of the capital increase/share allotment by relevant governmental agency
and conditions thereto (if any)
On 13 September 2004, the Central Bankruptcy Court approved the amendment of the
Company's Memorandum of Association to reflect the capital increase.
5. Objectives of the capital increase and plans for utilizing proceeds received from the
capital increase
To allocate the profit for dividend payment to shareholders in terms of share dividend and
cash dividend (the shareholders do not pay for dividend shares). The increase in capital
enables the Company to meet the criteria for registration as the Special Class Contractor with
Highways Department.
6. Benefits which the Company will receive from the capital increase/share allotment:
6.1 Increase of the Company's capital
6.2 Paid up capital of the Company shall comply with the criteria for the registration as
Special Class Contractor with the Highways Department. This enables the Company
to have the opportunity to bid for large projects.
7. Benefits which the shareholders will receive from the capital increase/share
allotment:
7.1 Dividend policy is subject to the consideration of the Plan Administrator.
7.2 Subscribers of new shares issued for this capital increase will be entitled to receive
dividends from the Company's business operations at the time the dividend shall be
paid.
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:
-See attachment-
The Company hereby certifies that the information contained in this report form is true and
complete in all respects.
- Signature -
(Mr. Sarunthorn Chutima) / (Mr. Danuch Yontararak)
CN Advisory Company Limited
As the Plan Administrator of
Christiani & Nielsen (Thai) Public Company Limited
(Translation)
Appendix
Capital Increase Form
Christiani & Nielsen (Thai) Public Company Limited
14th September 204
Plan Schedule
Plan Date
1. The Board of Directors' Meeting of the
Plan Administrator to consider the capital 30 July 2004
increase and the allotment of shares to
reserve shares dividend payment to
shareholders.
2. The Central Bankruptcy Court approved
the amendment in the Company's 13 September 2004
Memorandum of Association to reflect capital
increase.
3. Report the Board's resolution and the
approval of the Central Bankruptcy Court to 14 September 2004
the Stock Exchange of Thailand.
4. The Board of Director's Meeting of the
Plan Administrator to consider the date for Shall notify later
closing the register book for the right to
receive dividend payment (XD) and the date
of dividend payment.
5. The closing date of share register book for
the right to receive dividend payment (XD). Shall notify later
6. The allocation of profit for dividend
payment in terms of dividend shares and Shall notify later
cash dividend.