(F 53-4)
Capital Increase Report Form
TICON Industrial Connection Public Company Limited
August 11, 2006
We TICON Industrial Connection Public Company Limited hereby report
of the resolution of the board of directors no.4/2006, held on
August 10, 2006 from 2.00 p.m. to 3.40 p.m. in respect of a capital
increase/share allotment as follows:
1. Capital increase:
The meeting of the board of directors passed a resolution
approving the increase of a registered capital of the Company from
564.62 million Baht to 673.62 million Baht by means of the issuance
of 109 ordinary shares with a par value of 1 Baht each, totaling
109 million Baht.
2. Allotment of new shares:
2.1 The meeting of the board of directors passed
a resolution approving the allotment of 109 ordinary shares with par
value of 1 Baht each, totaling 109 million Baht, the details of
which are as follows:
Allotted to Number
(shares) Ratio
(old : new) Sale price
per share (Baht) Subscription and payment period Note
Investor(s) through private placement
Up to
107,000,000
-
*
*
-
For supporting
the conversion/ exercising the right of Warrants
2,000,000
**
-
-
-
* The shares will be offered to the investors via Private
Placement. The Board of Directors will be authorized to make a
decision on the appropriate offering period. 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
** The newly issued shares are to accommodate adjustment of
exercise ratios of TICON-W1 and TICON-W2 according to the dividend
payment from the 2005 net profit with the payout ratio of more than
70 percent. (The said dividend was already paid in April 2006.). The
said adjustment of exercise ratios are as follows:
TICON-W1 : 1 Warrant for 5.21618 ordinary shares (formerly 5.11426 shares)
TICON-W2 : 1 Warrant for 1.02964 ordinary shares (formerly 1.00952 shares)
At present, there are unexercised TICON-W1 and TICON-W2 of 22,725 units and
25,246,900 units, respectively.
2.2 In case where there is a fraction of shares remaining from
exercise of TICON-W1 and TICON-W2, according to the new exercise ratio,
such a fraction shall be ignored.
2.3 The number of shares remaining from the allotment - none
3. Schedule for shareholders meeting to approve the capital
increase/allotment
The extraordinary meeting of shareholders no. 1/2006 is scheduled to
be held 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 share
register will be closed for share transfer in order to determine
the right to attend this meeting from August 25, 2006 at 12.00 o'clock,
until the meeting has been duly convened.,
4. Approval of the capital increase/share allotment by relevant
governmental agency and conditions thereto (if any) None -
5. Objectives of the capital increase and plans for untilizing
proceeds received from the capital increase
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.
The plan to use the proceeds can not be specified since the offering
period and offering amount have not been determined at present.
6. Benefits which the Company will receive from the capital
increase/share allotment:
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 consequent enlarged capital base will provide the
Company with the opportunity to penetrate other industrial property
development 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.
7. Benefits which the shareholders will receive from the
capital increase/share allotment:
7.1 The investor (s) who will subscribe the offering shares and
the existing shareholders have the same right in receiving the same
rate of dividend.
7.2 Subscribers of new offering shares issued will be entitled
to receive dividends from the Company's business operations starting
from the first dividend payment after they are registered as the
Company's shareholders.
7.3 Others
1) The expansion in investment in factories rental business to
fulfill increased demand will create good returns to the shareholders.
2) The consequent enlarged capital base will provide the
Company with opportunities to penetrate other industrial property
developments with a high potential growth. This will result in the
benefits to shareholders.
8. Other details necessary for shareholders to approve the
capital increase/share allotment:
- Non -
9. Schedule of action where the board of directors of the
Company passes a resolution approving the capital increase or
allotment of new shares:
Time Activities
August 10, 2006 Approval of capital increase by Board of
Directors' Meeting
August 25, 2006Close of share register for the right to attend
EGM No.1/2006
September 13, 2006 EGM No.1/2006
Within 1 year after September 13, 2006
Offering of shares to the investor(s) in accordance with SET and MOC
rules and regulations after the placement
The Company hereby certifies that the information contained in
this report form is true and complete in all respects.
(Miss Lalitphant Phiriyaphant)
Secretary to the Board of Directors