Symbol: RAIMON
Headline: Offering shares to the investors by Private
Placement
Time: 16 Jul 2004 13:35:56
16 July 2004
President
The Stock Exchange of Thailand
62 Rachadapisek Road, Klongtoey
Bangkok 10110
Subject:Notifying the resolutions of the Board of Directors Meeting
We, Raimon Land Public Company Limited ("the Company"), wish to notify the
resolutions of the Board of Directors meeting No. 10/2004, held on 16 July 2004,
as follows:
1. Adoption of the Minutes of the Board of Directors meeting of the Company
No. 9/2004.
2. Unanimous approval of the Interim Financial Statement of the Company and
its subsidiaries for the three-month and six-month periods ended
30 June 2004.
3. Approval by a majority vote (Mr. Jeremy Lechemere King as the management
of the certain funds that intend to subscribe the increase ordinary
shares in this private placement abstained from the Vote) to offer the
remaining 117,671,321 ordinary shares (after subscription of the existing
shareholders by way of rights issue and excess rights) having a par value
of Baht 1.- per share to investors in private placement and/or in
stitutional investors categorized under the Notification of the Securities
and Exchange Commission, No. Kor. Jor. 12/2543; Re: the Application and
Permission for Offering Newly Issued Shares, as authorized under the
resolutions of the Shareholders Meeting of the Company No. 1/2004 held
on 27 April 2004 as follows:
3.1 Offering Price : Baht 1.- per share which is the same price
that the Company offered to the existing
shareholders during 17 to 21 June 2004.
The offering price is based on the 98.06%
of the market price where by the market price
is calculated from the weighted average price
of the trading of the Company shares during
3 June 2004 to 15 July 2004, being 30 (thirty)
business days before (but excluding) the date
of Board of Directors today has a resolution.
3.2 Subscription and Payment Period : 19 July 2004 to 23 July 2004.
The Criteria that the Board used for considering to offer the ordinary shares
to the investor in private placement at the price lower than the market are
as follows;
(1) Criteria or conditions in offering the shares to the investors in
private placement.
The Board of Directors of the Company has considered that the offering
of the shares to the investors in private placement and/or institutional
investors will enable the Company to receive the funds in the short
period of time and on schedule.
(2) Criteria in determining the offering price.
The Company determined the offering based on the price that the Company
offered to the existing shareholders. If the offering price is compare
with the market price, the price will be at 98.06% of the market price.
(3) Benefits enjoyed by the Company from adopting an offer to the investors
in private placement.
(3.1) The Company would be mobilized fund in a short-time because
these investors are interested to invest in the Company.
(3.2) Expansion of the shareholders base in order to strengthen the
stability of the Company.
And approval by a majority vote with Mr. Jeremy Lechemere King abstained from
Vote to offer the remaining 117,671,321 ordinary shares to the investors
in private placement and/or institutional investors as follows:
Name Nature of Nationality No of shares
business
1. Mr. Teo Ek Tor - Singaporean 925,000
2. Chelverton Dividend Fund Management UK 10,000,000
Income Fund Limited
3. Mr. Bee Tachaubol - Thai 3,000,000
4. Mr. Charoen Korka - Thai 3,000,000
5. Private funds by Seamico - Thai 25,000,000
Knight Fund Management
Co., Ltd.
6. Knight Thai Opportunities Investments St.Kitts & Nevis 2,400,000
Fund by Knight Asian Company
Investments Limited
7. Knight Asian Fund by Investments St.Kitts & Nevis 2,400,000
Knight Asian Company
Investments Limited
8. Knight Thailand Fund by Investments St.Kitts & Nevis 1,200,000
Knight Asian Company
Investments Limited
9. Knight Thai Strategic Investments St.Kitts & Nevis 19,750,000
Investments Limited Company
10. Knight Pacific Fund Limited Investments British Virgin 9,250,000
Company Islands
11. Mr. Adrian H.C. Fu - Hong Kong 20,000,000
12. If Development Limited Investments Channel Island 10,746,321
Company
13. Integrity Asset Investments Samoa 4,000,000
Management (SFC) Limited Company
14. Mr. Bertrand Michaud - French 1,000,000
15. Ms. Diane Delphine Droin - French 500,000
16. Celtic International Limited Investments BVI 2,000,000
Company
17. Tremorland Securities Limited Investments BVI 2,500,000
Company
Total 117,671,321
These investors do not want to participate in the management of the Company
and are not the connected persons according to the Notification of
the Stock Exchange of Thailand Re: Rules, Procedures and Disclosure of
Connected Transactions of the Listed Companies.
Please be informed, accordingly.
Yours sincerely,
Raimon Land PLC
Nigel J. Cornick
Chief Executive Officer