RPC/HO-SET/ELCID-0005/06
February 21st, 2006
Subject Increase Capital Report Form (Form 53-4)
To President
The Stock Exchange of Thailand
Rayong Purifier Public Company Limited (RPC) would like to inform
the resolutions made in the Board of Directors Meeting held on
Monday February 20th, 2006 in respect of a capital increase and
share allotment as follows.
1.) Capital increase
Approving the increase of registered capital of the Company from
Baht 424,040,000 to be Baht 530,048,171 by increasing of
106,008,171 ordinary shares (with par value Baht 1.00 each), totaling
Baht 106,008,171.
2.) Allotment of new shares
2.1) Approving the allotment of 106,008,171 ordinary shares with par
value Baht 1.00 each, totaling Baht 106,008,171, the details of which
are as follows:
Allotted to Number(Shares) Ratio(Old:New)
Share Price/Share (Baht) Subscription and payment period Note
Existing shareholders 104,593,171 4:1 Not specify -
The Company proposed to pay the stock dividend to the
shareholders at the ratio of 4 existing shares to 1 stock dividend or
Baht0.25 per share and cash dividend at the rate of Baht0.10 per
share, total dividend payment at Baht0.35 per share.
Existing warrant s holders of ESOP No.01 and waiting for the 2nd
and 3rd exercise period 1,415,000 1W:1.25S Not specify
- The company proposed to adjust the exercise ratio for the
existing warrant s holders of ESOP No.1 and waiting for the 2nd and
3rd exercise period
The dividend shall be payable to the shareholders whose names are
in the Company share register book as of Tuesday April 11th, 2006
at 12.00am. with the dividend payment date on Friday April 28th,
2006.
2.2) The Company s plan in case where there is a fraction of shares
remaining
In case that the shareholder has a fraction of shares remaining less
than 4 shares, the dividend therefor would be paid in form of cash
dividend instead at the rate of Baht0.25. In case of remaining of
shares, the Company will proceed to reduce paid capital by method
of cutting off registered shares.
2.3) The number of shares remaining from the allotment is .. share.
3.) Schedule for shareholders meeting to approve capital increase /
allotment
The 2006 Annual Ordinary Shareholders Meeting will be held on
Friday March 31, 2006 at 10.00am. at Ladprao Suite Room, the
Sofitel Central Plaza, 1695 Phaholyothin Road, Jatujak, Bangkok.
4.) Approval of capital increase / share allotment by
Thereto within 14 days after the 2006 Annual Ordinary Shareholders
Meeting completed. The allotment of shares will be listed in the
Stock Exchange of Thailand.
5.) Objectives of the capital increase and plans for utilizing proceeds
received from the capital increase
5.1) For allotment of the capital increase ordinary shares as stock
dividends to the Shareholders.
5.2) For reserve the adjusting of exercise ratio of ESOP No.1 the
impact from this stock dividend.
6.) Benefits which the Company will receive from the capital increase
and share allotment
6.1) To increase liquidity of the Company's Stock.
6.2) Increasing paid-up capital to maintain stable financial status.
7.) Benefits which the shareholders will receive from the capital
increase and share allotment
7.1) Dividend policy at least 50% of net Profit.
7.2) The persons who receive the allotment of these newly issued
shares will be entitled to receive dividends in equivalent to those of
the company's existing stock in the following allocation of dividends
in case the company is to make dividend.
8.) Other details necessary for shareholders to approve the capital
increase and share allotment
None
9.) Schedule of action
9.1) Date of Board of Directors resolving
February 20, 2006
9.2) Date of notification of the resolution to the SET
February 21, 2006
9.3) Closing date for the right to attend The 2006 Annual Ordinary
Shareholders Meeting
March 10, 2006
9.4) Closing date for the right to receive the dividend
April 11, 2006
9.5) Date of sending Invitation Notice to shareholders
March 20, 2006
9.6) Date of publication of Invitation Notice in daily newspaper
March 21-23, 2006
9.7) Date of the 2006 Annual Ordinary Shareholders Meeting
March 31, 2006
9.8) Date of notification of the resolution to the SET
April 3, 2006
9.9) Date of paying dividend
April 28, 2006
Please be so informed.
Sincerely Yours,
Ms.Siraporn Krishnakan
Assistant Managing Director
Investor Relations / Managing Director Office
Tel 0 2515-8671 0 2515-8600
e-mail ir@rpcthai.com