Symbol: TGPRO
Headline: 6th Progress Report on Improving Plan of
TGPRO.
Time: 25 May 2004 09:30:15
May 22, 2004
Subject : The Sixth Progress Report on Improving the Process of Business Reorganization
Plan of Thai-German Products Public Company Limited
To : The President
The Stock Exchange of Thailand
Reference : 1. The Stock Exchange of Thailand's Letter No.Bor Jor 307/2546 Dated
April 21, 2003
2. The Fifth Progress Report on Improving the Process of Business
Reorganization Plan of Thai-German Products Public Company Limited
On April 16, 2004
Regarding to the second above references, May 21, 2004, the creditor meeting has
approved the third amendment of the Business Reorganization Plan (The Plan). The Central
Bankruptcy Court is going to consider to agree the plan on May 31, 2004. The details of the
plan, the plan administrator hereby submit to you the summary report of The Plan.
Yours Sincerely,
- SIGNATURE -
(Mr.Apinun Ratchatasombat)
Executive Planner Representation
Summary Report of Third Amendment of the Business Reorganization Plan
Of
Thai-German Products Public Company Limited (TGPRO)
(1) Date of Submit the Business Reorganization Plan (the Plan) date of all creditor meeting
approval and expected date of consideration by the Bankruptcy Court
1.1 On April 2, 2004, the Plan was submit to the Receiver.
1.2 On May 21, 2004, the all creditor meeting had approved the Plan.
1.3 Expected date of agreement by the Bankruptcy Court will be held on May 31, 2004.
(2) Table of Allocation of Debts
Under the Plan, all outstanding debt will be subjected to re-arrange as following
Type of Former New Principle Description Amendment
debt Principle
A 178,230,800 178,230,800 Paid by cash collection from non No changing by payment
core assets or transferring non core within 10 years after May
assets to secure creditor who has 18, 2000
non core assets for collateral
B1 1,147,215,784 613,112,890 Debts was classified on forced sales of Convert B1 to equity
core assets but not exceeding of Amounting to Baht
mortgage debts 534,102,894.
B2 200,000,000 106,887,110 Debts was classified on new working Convert B2 to equity to
capital Baht 93,112,890
B3 1,027,784,216 80,000,000 Debts was classified to unsecured Convert B3 to equity to
creditors Baht 947,784,216
Total B 2,375,000,000 800,000,000
C1 175,659,827 0 Debts was classified to subordinate Disposal of C1 debt
Debentures and suspend payment
C2 1,901,140,173 0 Suspend Payment Disposal of C2 debt
Total C 2,076,800,000 0
D 1,300,000,000 0 Convertible Debenture Force convert of all
convertible debentur
e
Grand Total 5,930,030,800 978,230,800
(3) Table of Payment on Debt B
Under the Plan, the time table of Debt B payment as following
Year Principle Payment
2006 40
2007 60
2008 100
2009 100
2010 100
2011 100
2012 100
2013 100
2014 100
(4) Interest on Debt B Payment
Under the Plan, interest on Debt B payment as following
(4.1) Average interest rate at MLR of SCIB, IFCT and KTB
(4.2) Interest of 2004 and 2005 will be paid at 2% p.a. and 3% p.a. respectively.
The difference of interest MLR and such actual interest of 2004 and 2005 will
be paid within 10 years after The Bankruptcy Court agreed with the Plan.
(5) Issuing TGPRO common shares
(5.1) Force convert convertible debenture #2 (CD2) hold by Plan Administrator from
50,000,000 common shares to 34,166,667 common shares. Common share
17,083,333 shares will be issued to Plan Administrator and the rest of common
shares 17,083,334 shares will be issued after TGPRO has payment debt not
lower Baht 200 million.
(5.2) Issuing warrant to the small shareholders of TGPRO as at shareholders list
June 1, 2000 except Plan Administrator and its related parties totally
24,379,943 warrants at no price and ratio of 2.493 common share to 1 warrant.
The holder of warrant can exercise the warrant to the common shares at price
of Baht 0.19 per share within 15 days after the first day of TGPRO common
shares resumed trade in SET.
(5.3) Issuing warrant to TGPRO management and staff under ESOP plan totalling
17,083,333 warrants at no price. The exercise warrant price was set at Baht
3 per share and exercised period 5 year after the date of issuing warrants.
(6) Decreasing common share par value
After increasing and decreasing common shares, Plan Administrator will register
decreasing common share par value from Baht 10 to Baht 1 per share.
(7) Buy Back Agreement
During 3 years after the Bankruptcy Court has agreement with the Plan, Plan
Administrator has right to buy back 35%of common share from convert debt B
to equity and CD#1 at the following price
A) Baht 1.71 per share before TGPRO common share could be resumed trade in
SET
B) Baht 1.71 per share or 80% of 5 days closing price in SET which heigher after
TGPRO common shares had been resumed trade in SET.
(8) Revise the period of payment of trade creditor
Revise the period of payment of trade creditor from 5 years to 10 years since May
18, 2000.