Symbol: CNT
Headline: Progress of Debt Restructuring Plan of the Company
Time: 16 Apr 2004 09:09:09
(Translation)
Ref . no. DY/SET/004/2004 16th April 2004
Subject Progress of Debt Restructuring Plan of the Company
To The President
The Stock Exchange of Thailand
Reference Your letter Bor.Jor 310/2546 dated 21 April 2003.
As per your letter referred above, the Company hereby submitted the Progress of
Debt Restructuring Plan of the Company for you acknowledgement.
Please be informed accordingly.
Yours faithfully,
- Signature -
(Mr. Sommai Ungsrithong) (Mr. Danuch Yontararak)
CN Advisory Company Limited
As Plan Administrator of
Christiani & Nielsen (Thai) Public Company Limited
Progress of Business Reorganization Plan of
Christiani & Nielsen (Thai) Public Company Limited
Christiani & Nielsen (Thai) PCL (the Company) filed a petition for business
rehabilitation with the Central Bankruptcy Court (the Court) on 31 May 2002. On 8
July 2003, the Court ordered the rehabilitation of the Company and appointed C N
Advisory Co., Ltd. as the Planner. On 15 January 2003, CN Advisory Co., Ltd. as the
Planner proposed the Business Rehabilitation Plan (the Plan) to the Creditors and the
Plan was approved by the majority of the concerned trade and financial institution
creditors on 18 February 2003 and subsequently agreed by the Court on 2 May 2003,
which then appointed CN Advisory Co., Ltd. as the Plan Administrator.
C N Advisory Co., Ltd. as the Plan Administrator of Christiani & Nielsen (Thai) PCL
would like to report on the progress of the Plan as follows:
Capital Restructuring
According to the Plan approved by the Central Bankruptcy Court on 2 May 2003 and
following by the resolution of the Board of Directors Meeting of the Plan Administrator
No. 3/2546 held on 23 July 2003, approved by the Court on 5 August 2003, the
capital of the Company has been restructured as follows:
1. Decrease of unpaid capital of 18,035,800 shares resulting in the decrease of
registered capital from Baht 1,592,193,200 (159,219,320 shares with par value
of Baht 10 per share) to registered capital of Baht 1,411,835,200 (141,183,520
shares with par value of Baht 10 per share). The registration was made with
the Registrar on 25 August 2003.
2. Decrease of paid-up capital to compensate the retained loss by reducing par
value from Baht 10 per share to Baht 0.01 per share, resulting in the capital
reduction of Baht 1,410,423,364.80 from registered capital of Baht
1,411,835,200 to registered capital of Baht 1,411,835.20 (141,183,520 shares
with par value of Baht 0.01 per share). The registration was made with the
Registrar on 26 August 2003.
3. Transfer of the legal reserve in the amount of Baht 28,418,390 and share
premium amount of Baht 198,136,897 to compensate retained loss. The
transfer has been made since 3rd quarter 2003.
4. Allotment of 31,060,374,480 new ordinary shares at par value of Baht 0.01 (1
Stang). Allotment of 31,060,474,400 new ordinary shares to existing
shareholders in the ratio of 1 existing share to 220 new shares at the offer
price of Baht 0.01 per share (1 Stang). Subscription period during 16, 19 and
20 September 2003. Allotment of new 80 ordinary shares to private placement
at the offer price of Baht 0.01 per share (1 Stang). Subscription date was 26
September 2003. The registered capital of the Company was increased from
Baht 1,411,835.20 (141,183,520 shares with par value of Baht 0.01 per share)
to new registered capital of Baht 312,015,580 (31,201,558,000 shares with par
value of Baht 0.01 per share). The registration was made with the Registrar on
30 September 2003.
5. The resolution of the Board of Directors Meeting of the Plan Administrator No.
1/2547 held on 14 January 2004 approved the change of the par value
according to the Plan approved by the Court on 5 August 2003 from the
existing value of Baht 0.01 per share (1 Stang) to new par value of Baht 1.00
per share by combining the shares from 100 existing shares to 1 new share.
The combining of the shares has been done and the registration was made
with the Registrar on 16 March 2004.
The Group Restructuring
The Company has disposed of the investments in the projects and closed the
dormant subsidiaries and subsidiaries with operating loss in 3rd quarter 2003
according to the resolution of the Board of Directors Meeting No. 3/2546 of the Plan
Administrator held on 23 July 2003, and approved by the Court on 5 August 2003.
The Debt Restructuring
The debt to each Group according to the Plan was paid accordingly. The part of the
debt that may become payable in the future had already been reserved as "Provision
for loss from guarantee obligations and other payables". The reserve amount of Baht
112 million was estimated at the rate of 3% of payable debt claimed i.e. debtor
Groups 8, 9, 11 and 12. The Company believes that such reserve will cover losses
and apart from such obligations, there will be no significant liabilities to be incurred.
The Company will pay the reserved debt to debtors Group 8, 9, 11 and 12 whenever
the Company has received the order from the Official Receiver or the Court. For
Debtor Group 10, with the total claim of approximately Baht 3,482 million, the Official
Receiver has inspected the evidence and found that the claim represented the
construction contract value of the Joint Venture: Nawarat, Italian, Christiani and A.S.
in which the Company has a 25% investment. The Joint Venture is now performing
the construction contract and has not yet breached the contract. The Official
Receiver has ordered the Debtor to receive only the Advance Payment of
approximately Baht 340 million together with interest payment at the rate of 7.5% per
annum from the date of dispute until received in full. The Joint Venture has already
paid the amount due in full to the Debtor in 4th Quarter 2003.
Details of payments and adjustment of liabilities
Group of Debtor Liabilities Debt Restructuring according Implementation
accordin to the Plan of the Plan
to the Plan as of 31/03/04
(Million Baht)
1st 169.1 Transfer ownership of land Transfer made according
Secured Creditor and buildings of the Company to the Plan.
and Subsidiaries to settle the
debt.
2nd 10.0 Remain as Overdraft Facility , Debt restructured
Secured Creditor retain existing secured assets according to the Plan.
for at least 5 years
3rd 129.7 Option 1, remain as Overdraft Debt restructured/paid
Unsecured Creditor Facility or loan for at least 5 according to the Plan.
years.
Option 2, pay at the rate of
3% of debt restructuring
within 3 years.
4th 1,718.6 Pay at the rate of 3% of debt Paid according to the
Debenture Creditor restructuring within 3 years. Plan.
5th 75.0 Transfer ownership of land of Transfer and payment
Debenture Creditor by the Company and for the made according to the
Court Judgement remaining debt pay 3% within Plan.
3 years.
6th 130.2 Pay in full within 90 days after Baht 118.08 M., as
Trade Creditors the issue of final decision. adjusted, has been paid.
7th 390.5 Pay at the rate of 3% of debt Payments as adjusted
Lending Creditors from restructuring within 3 years. have been completed.
related company
8th 1,436.9 Pay at the rate of 3% of debt A reserve for essential
Guarantee Note restructuring within 3 years, debt has been made at
Creditors for loan to subject to the order of the the rate of 3% of debt
related company Court restructuring.
9th 3,156.2 Pay at the rate of 3% of debt A reserve for essential
Guarantee Note restructuring within 3 years, debt has been made at
Creditors subject to the order of the the rate of 3% of debt
Court. restructuring.
10th 3,482.0 Operating under construction Joint Venture is operating
Bangkok Metropolitan contract for Joint Venture in under construction
Administration which the Company has 25% contract and has not
investment. The Company is breached the agreement.
obliged to pay only when an The Official Receiver has
order is received from the ordered the creditor to
Court. receive only the advance
payment of approximately
Baht 340 million including
interest at the rate of
7.5% per annum from the
date of dispute until
completion of payment.
The payment has been
paid.
11th 118.2 Pay at the rate of 3% of debt A reserve for essential
Revenue Department restructuring within 3 years. debt has been made at
the rate of 3% of debt
restructuring.
12th 128.5 Pay at the rate of 3% of debt A reserve for essential
Other Creditors restructuring within 3 years. debt has been made at
the rate of 3% of debt
restructuring.
Total 10,944.9
After implementation of Capital Restructuring, Group Restructuring and Debt
Restructuring, net amount of Shareholders' Equity of the Company was Baht 515
million as of 31 December 2003, increased from the deficit amount of Baht 394 million
at 3rd Quarter 2003. Moreover, total liabilities of the company decreased from Baht
2,311 million in 3rd Quarter 2003 to Baht 1,546 million in 4th Quarter 2003.
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