Report on the Board of Directors's Meeting No.4/2546
04 August 2003
Tor.9/2546 August 4, 2003
Subject: Report on the Board of Directors's Meeting No.4/2546
To: President
The Stock Exchange of Thailand
Loxley Public Company Limited ("the Company") would like to report on the resolutions
made at the Board of Directors's Meeting No.4/2546 held on August 4, 2003. The detail of the resolutions
are as follows:
1. To approve the issuance and offering of debentures for sale at one time or at certain intervals
of time depending upon the discretion of, and terms and conditions fixed by, the Board of Directors or
Executive Board of Directors or the Chairman of the Board of Directors or the person authorized by the
Board of Directors or Executive Board of Directors. The debentures shall be issued in Thai Baht with a
total issue size as the Company sees fit but not exceeding Baht 2,000 million. The details are as follows:
Preliminary Details of the Debentures
Type : Secured and/or unsecured debentures subject to (i) the market conditions; (ii) terms and
conditions fixed by the Board of Directors or Executive Board of Directors or the Chairman
of the Board of Directors or the person authorized by the Board of Directors or Executive
Board of Directors; and (iii) approvals from the Office of the Securities and Exchange
Commission as required by laws.
Denomination : Thai Baht
Issue Size : The principal amount of the debentures to be issued shall not exceed Baht [2,000,000,000]
Interest Rate : To be fixed by the Board of Directors or Executive Board of Directors or the Chairman
of the Board of Directors or the person authorized by the Board of Directors or Executive
Board of Directors subject to the market conditions at the time of the issuance and the offering
Term : Not exceeding 10 years from the date of issuance
The Offering : To be made by public offering or private placement to domestic and/or international market
pursuant to the Notification Of the Securities and Exchange Commission No. Gor Jor 32/2544
Re: Rules, Conditions and Procedures for the Application and Approval for the Offering
Newly Issued Debentures Dated October 19, 2001 and/or any other notification being in force
at the time of the issuance of the debentures by the Company, in whole in a single offering or in
part in multiple offerings as determined by the Board of Directors or Executive Board of Directors
or the Chairman of the Board of Directors or the person authorized by the Board of Directors or
Executive Board of Directors.
Maturity Date : The expiration of the term of debentures
The Board of Directors or Executive Board of Directors or the Chairman of the Board of Directors
or the person authorized by the Board of Directors or Executive Board of Directors shall be empowered (i) to
determine the time to issue, other details and conditions for the issuance and the offer of the debentures for sale,
such as type, amount of debentures for each issuance, maturity, placement, and collateral; (ii) to negotiate, conclude
and enter into any agreement or related documents and perform any other acts necessary and appropriate in
connection with the Debentures; (iii) to appoint any selling agent, underwriters, advisors, trustees, registrar
and/or other related parties and to agree on remuneration and expenses and to enter into any agreements
or execute any documents with any relevant parties pursuant to laws, rules and regulations and to take any action
necessary for and pertinent to the issuance, offer and sale of the Debentures and to contact relevant authority for
permission.
2. To approve the Extraordinary General Meeting of Shareholders No.1/2546 would be held on
September 5, 2003 at 14:00 p.m. at Sheraton Grande Sukhumvit Hotel Bangkok, Ballroom 2, and the closing
dated for share registered for the meeting would be on August 18, 2003 at 12.00 p.m. until the date of meeting.
The agenda for the meeting would be:
1. To certify the Minutes of the Annual General Meeting of Shareholders No. 1/2546
2. To approve the issuance and offering of debentures for sale
3. To consider other business (if any)
Please be notified accordingly.
Sincerely yours,
Loxley Public Company Limited
(Mrs. Suganya Veerakiatkij)
Senior Vice President
Accounting Department