15 August 2007
(F53-4) Capital Increase Report Form
(F53-4)
Capital Increase Report Form
Singer Thailand Public Company Limited
Date 14 August 2007
We Singer Thailand Public Company Limited hereby report of the resolution of
the board of directors no.167 , held on 14 August 2007 at 2:30 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 270,000,000
Baht to
283,500,000 Baht by means of the issuance of 13,500,000 ordinary
shares with a par value of 1 Baht each, totaling 13,500,000 Baht.
2. Allotment of new shares:
2.1 The meeting of the board of directors passed a resolution
approving the allotment of 13,500,000 ordinary shares with par value of 1 Baht
each, totaling 13,500,000 Baht, the detail of which are as follows:
Sale price
Number Ratio per share Subscription and
Allotted to (shares) (old:new) (Baht) payment period Note
For supporting
the 13,500,000 - 1.78 After obtaining -
conversion/exercising approval from
the right of warrants shareholders'
under ESOP to the meeting and the
director, i.e., director office of SEC
Mr. Daniel Michel
Philiponet
2.2 The Company's plan in case where there is a fraction of shares remaining
- None -
2.3 The number of shares remaining from the allotment is - None -
shares with par value of - Baht each, totaling - million Baht.
3. Schedule for shareholders meeting to approve the capital
increase/allotment
The ordinary/extraordinary meeting of shareholders no.1/2007 is scheduled
to be held on 19 September 2007 at time 2.00 p.m.
at 30th Floor, CAT Telecom Tower, 72 Charoenkrung Road, Kwaeng Bangrak, Khet
Bangrak,Bangkok.The share register will be closed for share transfer in order to
determine the right to attend this meeting from August 30, 2007 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 The increase of capital requires to
be registered with the Ministry of Commerce, and sale report is required to be
submitted to the Stock Exchange of Thailand and the Office of Securities and
Exchange Commission.
5. Objectives of the capital increase and plans for utilizing
proceeds received form the capital increase The proceeds received from the
exercise of the warrants will be used as working capital in the management of
the Company.
6. Benefits which the Company will received from capital
increase/share allotment:
6.1 The proceeds received from the exercise of the warrants
will increase the Company's working capital.
6.2 The allocation of shares to accommodate the exercise of the
warrants to be issued and offered for sale to the director will encourage the
director to use his knowledge, skill and vision to manage the Company and
improve the performance of the Company in the long run for the benefits of all
shareholders.
7. Benefits which the shareholders will received from the capital
increase/share allotment:
The Company expects that the allocation of shares to accommodate the exercise
of the warrants to be issued and offered for sale to the director will
facilitate the improvement of the performance of the Company and the
improvement of returns to shareholders without any material cost which may be
incurred by the Company.Meanwhile, the Company will have more working capital
to be received from the payment for the increase of capital.
8. Other details necessary for shareholders to approve the capital
increase/share allotment:
8.1 With regard to the price dilution effect, it would not
cause all shares of the Company after the capital increase (283,500,000
shares) to be theoretically reduced in value. However, effects upon price
dilution due to the exercise of warrants will be subject to the market price
of the Company's shares on the day that new shares from the exercise of
warrants start trading on the SET.
8.2 With regard to the control dilution effect if rights under
the warrants in the whole amount are exercised, the voting right of the
existing shareholders will be diluted by 4.7619%.
9. Schedule of action where the board of directors of the Company
passes a resolution approving with out
Actions Period
1. Board of Directors' Meeting No.167 to 14 August 2007
approve the capital increase
2. The Date of the closure of share register 30 August 2007
book in order to determine the right to attend
the Extraordinary Meeting of Shareholders
No. 1/2007
3. The Date of the Extraordinary Meeting of 19 September 2007
Shareholders No. 1/2007
4. Registering the capital increase approved within 14 days of the date on
by the Shareholders at the Department of which the Extraordinary
Business Development in the Ministry of Meeting of Shareholders No.
Commerce 1/2007 was convened
The Company hereby certifies that the information contained in this report
form is true and complete in all respects.
Signed authorized director
(To be signed by the authorized ( Mr. Daniel Michel Philiponet )
directors who are authorized to Position Managing Director
sign on behalf of the Company
with the Company's seal affixed
Signed authorized director
( Mr. Sophon Pholvilai )
Position Director