SET Announcements

Nature of Business Relationship Share Capital 2000 31, 1999 Subsidiary Companies - At Equity Loxley Business Information Technology Company Limited Trading computer and and subsidiaries banking information system Shareholders Baht 295,000,000 99 99 Loxley Myanmar Company Limited (not yet started principal commercial operations) International trading Shareholders Jad 1,000,000 99 99 Loxley Wireless Company Limited Sale and service of mobile phone Shareholders Baht 30,000,000 99 99 Jago Company Limited (not yet started principal commercial operations) Lottery on-line Shareholders Baht 330,000,000 99 99 Loxley Energy Company Limited (not yet started principal commercial operations) Electric power business Shareholders Baht 2,500,000 99 99 Loxley Utilities Services Sale and service waste Company Limited water treatment Shareholders Baht 15,000,000 90 90 Loxley Broadcast and Media Broadcast and Company Limited and subsidiary media/TV cable Shareholders Baht 79,000,000 74 74 Loxley Comware Company Limited Sale and service of network Shareholders Baht 7,000,000 70 70 Societed Commercial Lao Company Limited Commercial trading in Lao Shareholders Kip 162,750,000 67 67 Loxley Newtech Company Limited Construction with polyurethane system Shareholders Baht 20,000,000 67 67 Loxley Pacific Company Limited Telecommunication service Shareholders Baht 300,000,000 63 63 Loxley Infra Company Limited Projects consultant and construction utility Shareholders Baht 20,000,000 60 60 Loxley Pagephone Company Limited and subsidiary Sale of pager Shareholders Baht 230,000,000 55 55 Loxley Satellite Communications Company Limited (not yet started Satellite transmission principal commercial operations) services Shareholders Baht 10,000,000 51 51 Loxley Trading Company Limited Sale consumer products Shareholders Baht 50,000,000 50 50 Loxley Property Development Construction business and Company Limited building for rent Shareholders Baht 107,500,000 40 40 - 17 - In Thousand Baht Investment - At Cost Investment - At Equity Dividend June 30, December June 30, December June 30, December 2000 31, 1999 2000 31, 1999 2000 31, 1999 (Unaudited) (Unaudited) (Unaudited) (Reviewed) (Audited) (Reviewed) (Audited) (Reviewed) (Audited) Subsidiaries - At Equity Loxley Business Information Technolgy Company Limited and subsidiaries 294,200 294,200 740,568 358,236 - - Loxley Myanmar Company Limited (not yet started principal commercial operations) 4,197 4,197 1,673 1,765 - - Loxley Wireless Company Limited 30,000 30,000 13,562 29,056 - - Jago Company Limited (not yet started principal commercial operations) 330,000 330,000 - 727 - - Loxley Energy Company Limited (not yet started principal commercial operations) 2,499 2,499 153 720 - - Loxley Utilities Services Company Limited 2,000 2,000 - - - - Loxley Broadcast and Media Company Limited and subsidiary 58,600 58,600 - - - - Loxley Comware Company Limited 4,900 4,900 - - - - Societed Commercial Lao Company Limited 8,714 8,714 - 46 - - Loxley Newtech Company Limited 13,334 13,334 - - - - Loxley Pacific Company Limited 188,400 188,400 64,686 90,039 - - Loxley Infra Company Limited 12,000 12,000 10,274 10,575 - - Loxley Pagephone Company Limited and subsidiary 126,500 126,500 195,377 211,047 - - Loxley Satellite Communications Company Limited (not yet started principal commercial operations) 5,100 5,100 2,578 2,858 - - Loxley Trading Company Limited 25,000 25,000 127,919 145,190 25,000 - Loxley Property Development Company Limited 43,000 43,000 33,646 32,063 - - Total 1,148,444 1,148,444 1,190,436 882,322 25,000 - - 18 - Percentage Fully Paid-up Of Holding June December Nature of Business Relationship Share Capital 30, 2000 31, 1999 Associated Companies - At Equity Saxon (Thailand) Company Limited Blending castrol lubricants Shareholders Baht 10,000,000 50 50 Castrol (Thailand) Company Limited Distribute lubricants Shareholders Baht 40,000,000 49 49 Thai Fiber Optic Company Limited Optic Cable Shareholders Baht 100,000,000 40 40 Ericsson Thai Network Company Limited Outside plant services Shareholders Baht 3,750,000 33 33 Lao Soft Drink Company Limited Produce and sale soft drink in Lao Shareholders Kip 2,448,000,000 30 30 Loxley Aluminium and Engineering Design and installation Company Limited glass and aluminium Shareholders Baht 54,000,000 30 30 Newspager Corporation Limited Sale and service of pager in USA Shareholders USD 4,896,895 27 27 Thai Cellulose Products Company Manufacturing of sodium Limited carboxy metholy cellulose Shareholders Baht 180,000,000 26 26 Lao Brewery Company Limited Produce and sale beer in Lao Shareholders Kip 14,400,000,000 26 26 BHP Steel Building Product Produce and distribute (Thailand) Company Limited lysaght metal sheet Shareholders Baht 83,500,000 25 25 Houay Ho Power Company Limited Hydropower in Lao Shareholders USD 50,000,000 20 20 Related and Other Companies Available - for - sale securities - at fair value Thai Telephone and Telecommunication Public Telephone service Company Limited concession Shareholders Baht 11,250,000,000 13 13 Phatra Insurance Public Company Limited Insurance business Shareholders Baht 200,000,000 8 8 General Investments - at cost BHP Steel (Thailand) Company Produce and distribute Limited lysaght metal sheet Shareholders Baht 2,500,000,000 18 18 The Preferred Shares - Subordinated Debentures of Thai Farmers Bank Plc. Fund Fund manager Shareholders Baht 40,000,000,000 0.25 0.25 - 19 - In Thousand Baht Investment - At Cost Investment - At Equity Dividend June 30, December June 30, December June 30, December 2000 31, 1999 2000 31, 1999 2000 31, 1999 (Unaudited) (Unaudited) (Unaudited) (Reviewed) (Audited) (Reviewed) (Audited) (Reviewed) (Audited) Associated Companies - At Equity Saxon (Thailand) Company Limited 5,000 5,000 46,159 47,589 34,979 94,943 Castrol (Thailand) Company Limited 19,600 19,600 296,530 275,617 88,191 225,377 Thai Fiber Optic Company Limited 40,000 40,000 - - - - Ericsson Thai Network Company Limited 1,250 1,250 2,683 2,734 - 3,998 Lao Soft Drink Company Limited 25,715 25,715 25,900 27,016 5,466 5,340 Loxley Aluminium and Engineering Company Limited - 16,135 - - - - Newspager Corporation Limited 98,746 98,746 - - - - Thai Cellulose Products Company Limited 46,800 46,800 - - - - Lao Brewery Company Limited 129,480 129,480 153,295 157,772 57,413 26,670 BHP Steel Building Product (Thailand) Company Limited 20,875 20,875 93,748 92,302 - 7,515 Houay Ho Power Company Limited 254,234 254,234 373,711 366,742 - - Others 91,140 91,140 15,272 19,827 - 780 Total 732,840 748,975 1,007,298 989,599 186,049 364,623 Grand Total 1,881,284 1,897,419 2,197,734 1,871,921 211,049 364,623 Related and Other Companies Available - for - sale securities - at fair value Thai Telephone and Telecommunication Public Company Limited 1,753,873 1,753,873 - - Phatra Insurance Public Company Limited 35,621 35,621 11,428 13,061 Others 13,787 13,787 80 360 Total 1,803,281 1,803,281 11,508 13,421 Add (Less) difference between book value and fair value ( 845,632) 357,847 Net 957,649 2,161,128 General Investments - at cost BHP Steel (Thailand) Company Limited 450,000 450,000 - - The Preferred Shares - Subordinated Debentures of Thai Farmers Bank Plc. Fund 100,000 100,000 5,485 10,699 Others 130,130 135,880 1,708 1,798 Total 680,130 685,880 7,193 12,497 Less allowance for impairment in value of general investments ( 20,500) ( 20,500) Net 659,630 665,380 - 20 - The Company accounts for its investment in Loxley Hitachi Cable Engineering Company Limited and investment in Thai Telephone and Telecommunication Public Company Limited by the equity method. Subsequently in 1997 and 1996, the Company sold a portion of investments which effected the percentage of shareholding in the said companies reducing to less than 20%. As a result, the Company changed the accounting method for these investments to the cost method by using the outstanding balance of investments under the equity method as cost of the investments. The Company accounts for its investment in Thai Flying Service Company Limited by the equity method. Subsequently in 1998, the Company had not excercised the right to acquire the increasing in the company's authorized share capital which effected the percentage of shareholding in the said company reducing to less than 20%. As a result, the Company changed the accounting method for this investment to the cost method by using the outstanding balance of investment under the equity method as the cost of investment. The financial statements of certain associated companies, which were used as a basis for accounting for the investment under the equity method, had not been audited, due to the certain associated companies are incorporated and operating in foreign countries and the reviewed interim financial statements of the such associated companies are not required by their management. The investments in such associated companies as at June 30, 2000 amounted to approximately Baht 570.9 million which equivalent to 4.5% and 5.4% of total assets in consolidated balance sheets and the Company balance sheets, respectively. The equity in the results of operations of such associated companies which were included in the statements of income for the three- month periods ended June 30, 2000 and 1999 reported net income amounted to approximately Baht 46.1 million and Baht 34.3 million, which equivalent to (11.4) % and 17.1% of net income (loss) in consolidated interim financial statements and (11.4) % and 16.9% of net income (loss) in the Company interim financial statements for each period, respectively and for the six-month periods ended June 30, 2000 and 1999, reported net income amounted to approximately Baht 63.0 million and Baht 65.9 million, which equivalent to (10.1) % and 104.1% of consolidated net income (loss) and (10.2) % and 126.3% of the Company net income (loss) for each period, respectively. - 21 - 6.7 Short-Term Loans and Advance from Related Companies Consolidated These consist of In Thousand Baht Interest Rate Amount June 30, December June 30, December 2000 31, 1999 2000 31, 1999 (Unaudited) (Audited) (Unaudited) (Audited) Objective (Reviewed) (Restated) (Reviewed) (Restated) Short-Term Loans C.T.W. Bata Co., Ltd. For operations 9.50% 12.75% 8,590 9,000 Advance Loxley Utilities Services Co., Ltd. and Siripong Construction Partnership Ltd. Joint Venture For operations - - 4,680 6,310 Others 2,362 4,208 Total Short-Term Loans and Advance from Related Companies 15,632 19,518 6.8 Long-Term Loans In March 1994, a subsidiary entered into a loan agreement with a local bank to obtain a loan facility of Baht 400 million which is separated into two (2) equal tranches amounting to Baht 200 million each in U.S. currency equivalent to Baht and Baht currency. The first tranch of the loan in U.S. currency bears interest at the rate of 2% p.a. over the Singapore Interbank Offered Rate (SIBOR), while the second tranch bears interest at the Minimum Loan Rate (MLR) announced by a local bank. The loan is repayable in thirty-two (32) quarterly installments commencing two (2) years after the drawndown date. The loan is collateralized by the mortgage of the subsidiary's land and construction thereon. Subsequently in May 1997, the subsidiary entered into an agreement to convert the U.S. Dollar loan to Baht currency at an agreed exchange rate amounting to Baht 178.8 million, and to change the rate of interest to bear at the Minimum Loan Rate (MLR) announced by the lending bank. Subsequently in August 1998, the subsidiary had negotiated with the lender bank for changing the repayment conditions of this loan, and had been approved to extend to twenty - six (26) months commencing from July 31, 1998 for repayment of principal, while interest expense is repayable in monthly installments. - 22 - In October 1994 and September 1995, a subsidiary entered into the loan agreements with a local bank to obtain a loan facility of Baht 60 million and Baht 15 million, respectively. The loans shall be repayable in installments up to October 2000 and September 2000, respectively. These long-term loans are guaranteed by the mortgage of machinery and operating equipment of subsidiary. Since the subsidiary defaulted on repayment of loans already due, therefore, the subsidiary recorded these loans totalling Baht 66 million as "current portion of long-term loans" in the consolidated financial statements. In December 1997, a subsidiary entered into the loan agreements with a local bank to obtain a loan facility of Baht 50 million. The loan shall be repayable in monthly installments commencing from January 1998. These long-term loans are guaranteed by another subsidiary. The subsidiary fully repaid this loan in the forth quarter of 1999. 6.9 Euro Convertible Bonds During the second quarter of 1995, the Company offered the Euro-Convertible Bonds in the foreign countries with a total face value of U.S. Dollars 100 million (divided into 100,000 bonds at U.S. Dollars 1,000 principal amount) (ECD 1), or equivalent to Baht 2,455 million contingent on the exchange rate fixed at the time of conversion or redemption. The bonds bear interest at the rate of 3.5% p.a. after withholding tax and will be due for redemption on April 20, 2005. However, the bondholders, pursuant to the stipulated conditions in the prospectus, may exercise their conversion rights at any time from July 20, 1995 up to March 20, 2005 at the conversion price of Baht 500 per share, or put redemption option at the early maturity on April 20, 2000 at the price with premium totalling U.S. Dollars 1,310 per share. In addition, the Company, pursuant to the stipulated conditions in the prospectus, may mandatorily redeem all or some of the bonds at any time from May, 1998 to April 20, 2000 at the price with premium totalling U.S. Dollars 1,237 per share or U.S. Dollars 1,310 per share, depending upon the period of redemption. During the second quarter of 1996, the Company offered another Euro-Convertible Bond in the foreign countries with a total face value of U.S. Dollars 105 million (divided into 105,000 bonds at U.S. Dollars 1,000 principal amount) (ECD 2), or equivalent to Baht 2,646 million contingent on the exchange rate fixed at the time of conversion. The bonds bear interest at the rate of 2.5% p.a. after withholding tax and will be due for redemption on April 4, 2001. However, the bondholders, pursuant to the stipulated conditions in the prospectus, may exercise their conversion rights at any time from July 4, 1996 up to March 4, 2001 at the conversion price of Baht 450 per share. In addition, the Company, pursuant to the stipulated conditions in the prospectus, may mandatorily redeem all or some of the bonds at any time from April 1999 to April 3, 2001 at the price with premium totalling U.S.Dollars 1,210 per share in 2000 and U.S. Dollars 1,272 per share in 2001. - 23 - In respect of the issuance of the bonds referred to above, at the extraordinary shareholders meetings held on January 11, 1995 and March 18, 1996, the shareholders approved the increase in the Company's authorized share capital from Baht 400 million (divided into 40,000,000 shares at Baht 10 par value) to Baht 460 million (divided into 46,000,000 shares at the same par value) and finally to Baht 520 million (divided into 52,000,000 shares at the same par value). The increased share capital of 12,000,000 shares will be issued to the convertible bondholders who will later exercise their conversion rights. The Company registered the resolution of the increase share capital with the Ministry of Commerce on January 27, 1995 and March 20, 1996, respectively. Since 1996, the market prices of stock, including the Company's shares, in the Stock Exchange of Thailand have declined continuously. Consequently, the bondholders may not exercise their conversion rights as much as that of the Company's estimate. Accordingly, the Company set up a policy to provide for the premium to be paid to the bondholders at the time redemption must be made at the rate of 80% of the total premium to be paid in case all bondholders exercise the redemption right at the early maturity date, spread over the period of the right by applying the straight-line method. However, in the fourth quarter of 1999, the Company provided for the premium to be paid on ECD 1 at the rate of 100% because the redemption period will be effect in the near future. As at June 30, 2000, the provision amounted to approximately Baht 1,979.7 million (including a provision for the three - month period ended June 30, 2000 of approximately Baht 158.5 million). Because the redemption period will begin in the near future, the Company had appointed the financial advisors to provide assistance relating to the debt restructuring on these ECD. The Steering Committee of Bondholders had submitted a proposed debt restructuring plan to the Company, and the management of the Company generally agreed with this proposal. However, the Company is still in the process of negotiation of certain conditions in the proposal. The Company expects that the relevant agreements will be finalized and signed in the near future. - 24 - 6.10 Segment Financial Information Details of financial data by segments for the periods ended June 30, 2000 and 1999 were as follows: Consolidated financial statements In Million Baht Information Industrial and Technology Consumer Products Trading Others Total (more)