SET Announcements

Capital Increase Report Form Loxley Public Company Limited October 26, 2000 We Loxley Public Company Limited hereby report of the resolution of the Board of Directors No. 6/2000, held on October 26, 2000 from 2.00 P.M. to 2.45 P.M. in respect to a capital increase/share allotment as follows: 1. Capital increase: The Meeting of the Board of Directors passed a resolution approving the increase of registered capital of the Company from Baht 400 million to Baht 2,000 million by means of the issuance of 160,000,000 ordinary shares with a par value of Baht 10 each, totaling Baht 1,600 million. 2. Allotment of new shares: The Meeting of the Board of Directors passed a resolution approving the allotment of 160,000,000 ordinary shares with par value of 10 Baht each, totaling 160,000,000 million Baht, the details of which are as follows: 2.1 The details of the allocation are as follows; Allotted to Number Ratio Sale price and Subscription Note (shares) per share payment period (old: new) (Baht) Existing 65,000,000 1 : 1.625 the approximate Dec 18-22,2000 - shareholders price of Baht 8.50 or equivalent 0.20 USD, the exact price will depent on the foreign exchange rate as of the Shareholders' Meeting date which is calculated from 0.20 USD For supporting 85,000,000 - - - To reserve as the conversion/ the additional exercising the ordinary right of (specify) Shares for the Convertible Conversion of Debenture ECD 1 ECD1 and amd ECD 2 ECD 2 Allotted to Number Ratio Sale price and Subscription Note (shares) per share payment period (old: new) (Baht) Directors and 10,000,000 - at the same - An offer for sale employees of the offering price shall be rendered Company and which is offered after obtaining subsidiaries of to the existing the approval of the Company shareholder the Shareholders's Meeting and the Securities and Exchange Commission The Meeting of the Board of Directors resolved to fix the closing date of the register book in order to determine the right to subscribe newly issued shares on November 9, 2000. If the calculation of the subscription ratio causes any fraction of shares which is not an integer, it shall be summed together and included with the unsubscribed shares remaining from such allotment to the existing shareholders; then,they shall be offered to the shareholders who have subscribed for shares in excess of their entitlement at the same offering price, whereby the Company shall consider allotting such shares as follows (a) in the case where there are any unsubscribed shares over the shares subscribed in excess of the shareholders' entitlement, such shares shall be allotted to all existing shareholders who have subscribed for shares in excess of their entitlement in the full subscription number, and (b) in the case where there are any unsubscribe shares less than the shares subscribed in excess of the shareholders' entitlement, such shares shall be allotted to each of the existing shareholders who have subscribed for shares in excess of their entitlement in proportion to the number of excess subscribed shares. Any subscriber who does not obtain such share allotment shall be given a refund without interest within 30 days. 2.2 The Company's plan in the case where there is a fraction of shares remaining - None - 2.3 The number of shares remaining from the allotment - None - 3. Schedule for shareholders meeting to approve the capital increase/allotment The Extraordinary General Meeting of Shareholders No. 1/2000 is schedule to be held on November 29, 2000. The share register will be closed for share transfer in order to determine the right to attend this meeting from November 9, 2000 at 12.00 P.M., until the meeting has been duly convened. 4. Approval of the capital increase/share allotment by the relevant governmental agency and conditions thereto (if any) Prior to the offer for sale of newly issued shares to directors and employees, the Company shall obtain approval from the Securities and Exchange Commission. 5. Objectives of the capital increase and plans for utilizing proceeds received from the capital increase The Company shall use proceeds from the allotment and the subscription of capital increase obtained from (i) the existing shareholders, and (ii) directors, and employees of the Company as the working capital. 6. Benefits which the Company will receive from the capital increase/share allotment: New working capital will strengthen the financial status of the Company. Furthermore, after the conversion of ECD 1 and ECD 2, the Company's debts will be reduced. 7. Benefits which the shareholders will receive from the capital increase/share allotment: 7.1 Dividend policy The Company is unable to determine clearly the dividends policy, due to the accumulated loss of the Company. 7.2 Subscribers of new shares issued for this capital increase will be entitled to receive dividends from the Company's business operations starting from The Company is unable to determine such period due to the accumulated loss of the Company. 7.3 Others - None - 8. Other details necessary for shareholders to approve the capital increase/share allotment: Summary of the minutes of the Board of Directors Meeting and this Capital Increase Report Form submitted to the Stock Exchange of Thailand by the Company shall be taken into consideration by the shareholders in making the decision to approve the capital increase/ allotment 9. Schedule of action where the board of directors of the Company passes a resolution approving the capital increase or allotment of new shares: Procedure Date 1.The Board of Directors Meeting to approve the capital increase October 26, 2000 2.The closing of the share register for the right to attend the November 9, 2000 Extraordinary General Meeting of Shareholders No. 1/2000 (XM) and at 12.00 P.M. the right to subscribe newly issued shares (XR) 3.The Extraordinary General Meeting of Shareholders No. 1/2000 November 29, 2000 to approve the capital increase 4.Newly issued shares subscription period December 18-22, 2000 The Company hereby certifies that the information contained in this report form is true and complete in all respects. Signed.................................authorized director ( Mr.Pairote Lamsam ) Position Director Signed.................................authorized director ( Mr.Suraphand Bhasitnirandr) Position Director