CAPITAL INCREASE REPORT
16 กรกฎาคม 2544
(Translation)
Capital Increase Report
Advanced Info Service Public Company Limited
July 13, 2001
The Board of Directors' Meeting No. 4/2001 of Advanced Info Service Public
Company Limited (the Company), held on July 13, 2001 at 3.30 p.m. passed a
resolution in respect of the allotment of unissued shares.
The details are as follows:
1. Capital increase
The Board of Directors' Meeting No. 4/2001 approved the allotment of
23.5 million unissued shares with par value of Baht 10 per share,
resulting in the increase in the Company paid-up capital from Bt2,700
million to Bt2,935 million
2. Allotment of new shares
The Board of Directors' Meeting approved the allotment of 23.5 million
new ordinary shares, at par value of Baht 10 per share, totalling Baht
235 million via private placement to Shin Corporation Public Company
Limited (SHIN) and SingTel Strategic Investments Pte Ltd.(SingTel),
according to the following details:
2.1 Details of allotment
Allot to Number of Ratio Offering price Subscription and Remark
shares (old : new) (Baht / share) payment period
Existing - - - - -
shareholders
Public - - - - -
Shin 17 million - 413 The detail of The price
Corporation the subscription is based
Public period,method on 90-day
Company and offering average
Limited condition shall price
be determined by trading on
the Executive the main
Committee and/or board.
the designated
person authorized
by the Board of
Directors.
SingTel 6.5 million - 462 The detail of The price
Strategic the subscription is based
Investments period,method on 90-day
Pte. Ltd. and offering average
condition shall price
be determined by trading on
the Executive the
Committee and/or foreign
the designated board.
person authorized
by the Board of
Directors.
To reserve - - - - -
for the
conversion
/ exercise
of the
financial
instruments
(please specify)
Details of Shin Corporation Public Company Limited
Name : Shin Corporation Public Company Limited
Nature of Business : Holding Company
Type of Business : To invest and participate in the management of the
companies related to telecom business
Major Shareholders : 1. Mr. Panthongtae Shinawatra 24.99
2. Mr. Bhanapot Damapong 13.77
3. Ample Rich Investments Ltd. 11.2
4. Singapore Telecom International Pte Ltd 5.18
5. Samart Corporation Public Company Limited 4.10
6. Others 40.76
Total 100.00
Board of Directors : 1. Mr. Bhanapot Damapong Chairman of the
Board of Directors
2. Mr. Paiboon Limpaphayom (Ph.D.) Vice Chairman of
the Board of
Directors
3. Mr. Paron Isarasena Na Ayudhaya Director
4. Mr. Boonklee Plangsiri Director
5. Mrs. Siripen Sitasuwan Director
6. Ms. Chua Sock Koong Director
7. Mr. Niwat Boonsong Director
8. Mr. Arak Chonlatanon Director
9. Mr. Thavatchai Vilailuck Director
10.Mr. Thanong Bidhaya (Ph.D.) Director
11.Mr. Olarn Chaiprawat (Ph.D.) Chairman of the
Audit Committee
12.Mr. Sirin Nimmanheminda Audit Committee
13.Mr. Vithit Leenutaphong Audit Committee
Details of SingTel Strategic Investment Pte. Ltd.
Name : SingTel Strategic Investments Pte Ltd.
Nature of Business : Investment holding
Type of Business To invest and participate in the management of the
companies related to telecom business
Major Shareholders : Singapore Telecommunication Pte Ltd.
Board of Directors : 1. BG Lee Hsien Yang
2. Chua Sock Koong
2.2 The Company's action in case of any fraction of shares
- None -
2.3 Remaining unallotted shares
206.5 million shares
3. Schedule for shareholders' meeting for approval of the allotment of
new shares
The Extraordinary General Meeting of Shareholders No.2/2001 is
scheduled to be held on August 20, 2001 at 13.30 p.m. at the
Auditorium Room, 19th Floor Shinawatra Tower 1, Phaholyothin Road,
Kwaeng Samsennai, Khet Phayathai, Bangkok 10400. The share register
book will be closed to determine the right of shareholders who could to
attend and vote in the meeting from 12.00 noon on July 31, 2001 until
the meeting has been duly convened.
4. Approval for capital increase or allotment of new shares by relevant
governmental agency and conditions
The Company will apply for the registration of the increase in paid-up
capital with the Ministry of Commerce.
5. Objectives and plans for utilising proceeds received from the capital
increase
The Company issues 23.5 million new ordinary shares at the par value of
Baht 10 per share, of which 17 million shares shall be issued to SHIN
at the price of Baht413 per share. The rest of 6.5 million shares shall
be allotted to SingTel at the price of Baht 462 per share. The proceeds
from issuing new ordinary shares will be lent to SDT to partially repay
the debts owed to SHIN and SingTel.
6. Benefits from the capital increase
In preparation for the upcoming liberalisation, the Company plans to
invest in SDT, a major shareholder of Digital Phone Company Limited (DPC)
which is a GSM 1800 MHz mobile phone service provider. The investment
will amount to Baht540 million, after SDT purchases 430,986,272 shares
of DPC from TMI Mauritius Limited. After the transaction, full synergy
can be realized in many aspects such as network cost saving, network
sharing, etc. All of which will translate into benefits for the
Company's subscribers in terms of wider service area and enhanced
quality of service.
7. Expected Benefits to shareholders from the allotment of new shares
7.1 Dividend policy
The Company will declare dividend of not less than 40 percent of
the net profit, if there is no material impact to the Company's
performance.
7.2 The persons who subscribe for new ordinary shares will be entitled
to receive dividend from the Company's business operations starting
from January 1, 2001.
8. Tentative timetable in case of the Board of Directors of the Company
approves for the allotment of new share is set out as the attachment
to this report.
The Company certifies that the information described in this report is
accurate and complete.
(Signed) Director
(Mr. Somprasong Boonyachai)
Director
Advanced Info Service Public Company Limited.
(Signed) Director
(Mrs. Siripen Sitasuwan)
Director
Advanced Info Service Public Company Limited
Tentative Timetable for the Allotment of New shares
No. Activities Date
1. Board of Directors' Meeting to approve the allotment July 13, 2001
of new shares
2. Report the Board of Directors resolutions to the SET July 13, 2001
3. Closure of share registrar book to determine the right July 31, 2001
of shareholders who could attend the Meeting (XM)
4. Extraordinary General Meeting of Shareholders to August 20, 2001
approve the allotment of new shares.
5. Report the Extraordinary General Meeting of August 20, 2001
Shareholders resolutions to the SET.