LT.F 260/2006
August 10, 2006
Subject Resolution of Board of Directors' Meeting regarding capital
increase
Attention The President
The Stock Exchange of Thailand
Following TICON's Board of Directors' Meeting No. 4/2006 held on
August 10, 2006 at 2.00 p.m., the Company would like to announce the
Board of Directors' significant resolutions which could affect
investors' decision making as follows:
1. To approve the issuance of new ordinary shares with details
as follows: (subject to the Shareholders' approval)
1.1 Objective and reasons
The area of factories lease (before sales of factories) at the end of
June 2006 has grown by 28 percent as compared with the area as at the end
of last year. The Management was of a view that there is a lot of demand
in rental factories at the present and a high potential growth
in the future.
The larger scale of investment in the typical business to support the
huge demand will benefit the Company and the shareholders.
Besides the standard factory rental business, the Management
foresees current opportunities in investing in other industrial
and warehousing property.
A larger capital base, therefore, is needed to support the said investment.
1.2 Offering method
The shares will be offered to investors via Private Placement. The Board
of Directors will be authorized to make a decision on the appropriate
offering period.
1.3 Offering shares
The total numbers of shares to be offered is up to 107 million shares.
1.4 Offering price
The shares will be offered at a premium to the market price or at a
discount of not more than 10% from the market price. The market price
is defined by the average price during the 10 consecutive day before
the offering date, calculated by the summation of trading value of
the said 10 days divided by the summation of trading volume of the
same period. The Board of Directors will be authorized to make a
decision on the offering price according to the criteria as mentioned
1.5 Benefits to the shareholders
a. The offering of the shares at a premium to or at a discount
of not more than 10% from the market price as mentioned above will
enhance the Company's Book Value per Share.
b. The expansion in investment in the factory rental business
to fulfill increased demand will create good returns to the shareholders.
c. The consequent enlarged capital base will provide the
Company with opportunities to penetrate other industrial property
developments with a high potential growth. The capital increase will
not only benefit the Company in term of the proceeds from the share
placement, but will also enhance the capability of the Company in
utilizing debt instruments.
The Company would like to add that selling the Company's factories to
TFUND will still be considered as a regular source of fund for the
Company.
2. To approve the issuance of new ordinary shares to accommodate
adjustment of the exercise ratios of TICON Warrants according to the
dividend payment from the 2005 net profit with the payout ratio of
more than 70 percent, subject to the Shareholders' approval. (The said
dividend was already paid in April 2006.)
3. To approve the increase in registered capital from
Baht 564,618,000 to Baht 673,618,000 by means of issuance of ordinary
shares totaling 109,000,000 shares, at a par value of Baht 1 per share,
subject to the Shareholders' approval.
4. To approve the amendment to the Company's Memorandum of
Association to be in accordance with the capital increase with the
details as follows, subject to the Shareholders' approval
Clause 4
Registered capital Baht 673,618,000 -
(Baht Six Hundred Seventy Three Million Six Hundred and Eighteen Thousand)
divided into 673,618,000 shares
(Six Hundred Seventy Three Million Six Hundred and Eighteen Thousand)
par value Baht 1.- (Baht One) each.
and classified into
ordinary share 673,618,000
(Six Hundred Seventy Three Million Six Hundred and Eighteen Thousand)
shares; and
preferred share 0 (Zero) share
5. To approve the convening of the Extraordinary
General Meeting of shareholders No. 1/2006 on September 13, 2006,
at 2.30 p.m. at the Grand
Hall, the Bangkok Club, 28th Floor, Sathorn City Tower, 175 South
Sathorn Road, Thungmahamek Sub District, Sathorn District, Bangkok.The
agendas of the meeting will be as follows:
1) To certify the Minutes of the AGM 2006 held on March 29, 2006
2) To consider and approve the issuance of ordinary shares,
offering to investor(s) through private placement
3) To consider and approve the issuance of ordinary shares
to accommodate the adjustment of Exercise Ratio of
TICON Warrants
4) To consider and approve the increase in
registered capital
5) To consider and approve the
amendment to TICON's
Memorandum of Association in accordance with the
capital increase
6) To acknowledge the appointment of a new director to
replace the resigning director
7) Other business (if any)
The share register will be closed for the right to attend
the EGM No. 1/2006 on August 25, 2006 at 12.00 noon, until the
completion of the EGM.
6. With the reasons of the expansion of factories rental and
other related businesses as mentioned above, the Board of
Directors' Meeting has resolved to postpone the consideration of
interim dividend payment from H1/2006 earnings. The earnings
during the said period will be added up to the H2/2006 earnings
being the base of year-end dividend payment consideration.
7. To approve the appointment of Mr. Pote Videt as a director
of the Company to replace Mr. Jean-Pierre Noel who has
resigned his position.
Please be informed.
Yours faithfully,
(Miss Lalitphant Phiriyaphant)
Secretary to the Board of Directors