SET Announcements

No. Tor 25/20009 October 2000 RE : Clarification on Restructure of Euroconvertible Bonds - ECD 1 and ECD 2 - Indebtedness TO : President The Stock Exchange of Thailand The Company, in its letter of 6 October 2000, stated that it is under the negotiation of restructuring of its Euroconvertible Bonds ("ECD 1 and ECD 2") indebtedness. However, various rumors have circulated around and caused great confusion to the Company's investors. As such, the Company consulted with the Adhoc Committee of the creditors and would like to report on the negotiation of the debt restructuring, the details of which are as follows: 1. Debt Under Restructure The Company has negotiated with the Company's 2 groups of major creditors. The first group is the holders of ECD 1 and ECD 2 of which the aggregate indebtedness constitutes approximately US$ 265 million and of which its Adhoc Committee being the representatives to negotiate for this group of creditors. The second group is the 2 foreign banks, of which the aggregate debt constitutes approximately US$ 11 million. The indebtedness relating to these 2 groups of creditors totals approximately US$ 276 million or equivalent to approximately Baht 10,471 million and, according to the balance sheet of the Company as of 30 June 2000, represents 87% of the Company's total indebtedness. The remaining 13% indebtedness of the Company is working capital and trading debt which is not required to be restructured. From the negotiation with the Adhoc Committee, a preliminary agreement has been reached with respect to the plan to restructuring of ECD 1 and ECD 2 debt. A meeting of the holders of each ECD 1 and ECD 2 shall be held on 12 October 2000 to consider for approval of this restructuring plan (the "Debt Restructuring Plan"). 2. Summary of Debt Restructuring Plan The Debt Restructuring Plan, which is subject to approval by the holders of ECD 1 and ECD 2 on 12 October 2000, can be summarized as follows: a. Out of the total ECD 1 and ECD 2 indebtedness of US$ 265 million, approximately US$ 125 million shall be converted into 85 million ordinary shares of the Company at calculated conversion price of approximately Baht 60 per share. After such conversion, the indebtedness under ECD 1 and ECD 2 will be reduced and remain only US$140 million. b. The repayment of US$ 140 million remaining indebtedness under a. above shall be extended to 8 years according to the following details and will bear interest, ranging from 7.00% to 8.75% per year: Principal Payment Scheduled Payment (US$) 9,500,000 within 2001 9,500,000 within 2002 14,500,000 within 2003 24,500,000 within 2004 24,500,000 within 2005 14,500,000 within 2006 4,500,000 within 2007 38,500,000 within 2008 This remaining indebtedness shall be without the feature of conversion right into the Company's shares. c. The Company shall increase its capital as elaborated below. d. In relation to the loan from 2 foreign banks of which the indebtedness totals approximately US$ 11 million, if such loan restructure plan has been approved by the holders of ECD 1 and ECD 2, these 2 banking creditors agree to reduce 50% of the outstanding amount in satisfaction of all amounts due and owing to them. 3. Capital Increase Plan Under the Debt Restructuring Plan, which is subject to the approval by the holders of ECD 1 and ECD 2 on 12 October 2000, the Company shall increase its capital in the sum of US$ 15 million by issuance of 75 million ordinary shares at the price of approximately Baht 8.50 per share (at the exchange rate of 1US$ = Baht 42.50); 65 million of which shall be offered to the existing shareholders and 10 million of which shall be offered on private placement basis. The proceeds obtained from the capital increase shall be used as the Company's working capital to enable the Company to efficiently compete in operating its business under the current economic downturn condition. After the capital increase, the Company's paid up capital will be increased from Baht 400 million to Baht 2,000 million. 4. Conditions Precedent for Effectiveness of Debt Restructuring and Capital Increase Currently, the debt restructuring and capital increase are not definite and certain due to they being subject to approval by the holders of ECD 1 and ECD on 12 October 2000 and, thereafter, submission for approval by the Company's Board of Directors and shareholders meetings, the date and time of which shall be further scheduled according to the law. However, the Company believes that it will obtain favorable support from the Adhoc Committee, who are the holders of certain amount of ECD 1 and/or ECD 2, in approving the debt restructuring plan and the capital increase at the meetings of the holders of ECD 1 and ECD 2. The Company will keep you informed if there is any progress on the matter. Please be informed accordingly. Yours sincerely, Loxley Public Company Limited (Ms. Suganya Veerakiatikij) Senior Vice President Accounting & Budgeting Dept.