September 23rd, 2003
Subject : Report on the Resolution of the Extraordinary General Meeting of Shareholders No. 1/ 2003
To : The President,
The Stock Exchange of Thailand (SET).
The Union Mosaic Industry Public Company Ltd. (" The Company ") would like to inform
the resolution of the Extraordinary Meeting of Shareholders No. 1 / 2003, held on September 23rd,
2003 at 10.00 a.m. at the Company's meeting room. The resolutions of the meeting are as the follows:
1. The shareholders approved unanimously the Minutes of the Annual General Meeting of
Shareholders No. 1/2003.
2. The Shareholders approved the issuance of convertible debenture of the Company amount
160 million Baht to the group of the Company's debtors to comply with Debt Restructuring
Contract between Thai Asset Management Corporation and TISCO Finance Plc. and the
Company. If the Company can issue and offer for sales the convertible debenture within the
specific time in Debt Restructuring Contract, The Company will receive debt restructuring
and deduction of debt (Haircut) from the group of debtors at an amount of 408,262,138.00
Baht including all amount of accrued interest from all value of debt at total 1,522,628,007.91
Baht.
Detail of convertible debenture as follows:
Type : Convertible debenture without collateral with
name-registered and no representative of
debentureholder.
Maturity : 5 years counted from the date of issuing
debenture.
Number of convertible debenture : 160,000 shares (one hundred and sixty
issued thousand shares).
Value per unit : 1,000.00 Baht each (one thousand Baht).
Total values : 160,000,000.00 Baht
Issuing date : When approval has been granted by the Office
of the Securities and Exchange Commission,
which expects to be within September 30th,
2003.
Maturity date : 5 years counted from the date of issuing
debenture.
Sales offering : 144,744 shares of convertible debenture will
be offered for sales to the Company's debtors,
which are Thai Asset Management Corporation
and 15,256 shares to TISCO Finance Plc. as
the debtors of the Company before the
issuance of the debenture, for the benefit of
debt restructuring and to comply with Debt
Restructuring Contract.
Collateral : Without collateral.
Interest payment date : Interest payment shall be twice a year, every 6
months counted from the date of issuing
convertible debenture.
Interest rate : Floated interest rate equal to interest rate
specified in Debt Restructuring Contract of the
Company, which is MLR of Thai Asset
Management Corporation minus 1.00 percent
per year.
Conversion ratio : 1 convertible debenture per 100 ordinary
shares.
Conversion price : 10.00 Baht
No. of common share issued to : 16,000,000 shares (sixteen million
support the Conversion. shares)
Period of time for exercising : Convertible debenture holders shall exercise
conversion right the conversion right on the last business day
of each month during maturity period of
convertible debenture and the first conversion
date is on November 28th, 2003.
Period of time to make a request : 15 days before the last day of exercising
for the last Conversion right conversion right
Changing of right to convert : When there is an event according to the
notification of the Office of the Securities and
Exchange Commission, the conversion of
subscription price and the rate of exercising of
subscription is allowed according to the
calculation method to be specified in the right's
term.
Right to purchase back debenture : Issuers of debenture can purchase back
before Maturity convertible debenture from Thai Asset
Management Corporation and TISCO Finance
Plc. amount 57,896 shares and 6,104 shares
accordingly within 3 months counted from the
date of issuing debenture at price 1,000.00
Baht each plus accrued interest counted from
the date of last interest payment to the date the
Company purchase back plus return benefit at
price 250.00 Baht each. And the issuers of
convertible debenture will have to cancel
convertible debenture that is purchased back
immediately.
Right of issuers to redeem : Issuers of convertible debenture do not have
debenture before Maturity right to redeem convertible debenture before
maturity.
Limitation of transfer : Transfer of debenture, in any case, it should
be limited to the persons that are former
debtors of the Company before the offer to sell
convertible debenture under the Debt
Restructuring Contract.
Provide that the Board of Directors and / or the persons who the Board of Directors
appointed, have a power to specify details and any condition of convertible debenture with properly
conduct in order to comply with terms and conditions of Debt Restructuring Contract of the Company
and also have a power to negotiate, approve, sign, and deliver contract and any relevant
documentations together with power to conduct any necessary and related matters to the issuance of
convertible debenture.
3. The shareholders' meeting approved the increase of registered capital from an amount 320
million Baht to 576 million Baht by mean of newly issued ordinary shares amount 25,600,000
shares with a par value 10.00 Baht each in order to support the right to exercise converting
of convertible debentures, and also to issue and offer subscription to existing shareholders.
4. The shareholders' meeting approved the amendment of the Company's prospectus clause no.
4 about registered capital of the Company in order to be in line with the capital increase
of the Company.
Registered capital amount 576,000,000 Baht (Five hundred and seventy-six million Baht)
Divided into 57,600,000 shares (Fifty-seven million and six hundred thousand shares)
Par value 10 Baht (Ten Baht)
Shall be separated as:
Ordinary shares 57,600,000 shares (Fifty-seven million and six hundred thousand shares)
Preferred shares - shares ( - shares)
5. The shareholders' meeting approved the allotment of capital increase in term of ordinary
shares amount 25,600,000 shares as the followings:
5.1 Amount 16,000,000 shares to support converting of convertible debenture.
5.2 Amount 9,600,000 shares to offer for subscription to the existing shareholders that names
have been registered in the share register book on the date of October 3rd, 2003 according
to the ratio of shares holding and the shareholders have right to subscribe newly issued
ordinary shares at a ratio of 5 original ordinary shares to 1 newly issued ordinary shares at
price per share of 12.50 Baht each.
And authority will be assigned to the Board of Directors and / or the persons that the
Board of Directors appointed to have a power to conduct any necessaries and related
matters about allotment of newly issued shares in every matter.
6. The shareholders' meeting approved the transfer of legal reserve amount 32,000,000.00 Baht
and premium on share capital amount 498,800,000.00 Baht to compensate for the
accumulated loss of the Company, which will also decrease the accumulated loss of the
Company.
Please be informed accordingly.
Yours sincerely,
Miss Paweena Laowiwatwong
President
The Union Mosaic Industry Public Company Ltd.
