- Translation -
8. CAPITAL STRUCTURE
8.1
The Company’s Securities
8.1.1 Registered and paid-up capital
The following table shows details of the Company’s capital, as at 31 December 2010:
Registered Capital
As at 31 December 2010
Number of Shares
Ordinary shares
Preferred shares
Total
920,987,785
1,714,900
922,702,685
Par Value
1.00
1.00
Paid-up Capital
As at 31 December 2010
Number of Shares
Ordinary shares
Preferred shares
Total
Registered Capital
(Baht)
920,987,785
1,714,900
922,702,685
728,337,322
1,714,900
730,052,222
Par Value
1.00
1.00
Registered Capital
(Baht)
728,337,322
1,714,900
730,052,222
In the first quarter of 2010, 32,850 preferred shares (2009: 35,000 shares) were
converted into ordinary shares at ratio of one preferred share to one ordinary share. The
Company registered this conversion with the Ministry of Commerce on 11 March 2010.
8.1.2 Preferred Shares
As at 31 December 2010, the Company had issued and paid-up preferred shares of
1,714,900 shares. Preferred shareholders have similar rights as ordinary shareholders, except
for the right to dividends, which is detailed in Section 8.3 Dividend Policy. In February of every
year, preferred shareholders can convert their preferred shares into ordinary shares at the
rate of one preferred share to one ordinary share.
27
Form 56-1
- Translation 8.1.3 Convertible bonds
As at 31 December 2010, the Company has two tranches of convertible bonds in a total
outstanding amount of Baht 550 million. Details of each tranche are as follows:
Name
Date of issue
Issuing amount
Outstanding amount
Maturity
Coupon rate
Terms of payment
Current conversion price
Conversion option
Forced conversion
feature
Collateral
Credit rating
BH Partly Secured Convertible Bonds
Series #1 Due 2012
24 August 2000
Baht 300 million
Baht 300 million
12 years
2.5% for year 1-4, 5% for year 5-8 and
10% for year 9-12
Semiannually
Baht 4.55
The bondholders have the option to
convert the bonds into ordinary shares
throughout the life of the bonds
On the maturity date, the Company has
the option to either redeem the
convertible bonds or to convert the
bonds into ordinary shares
A mortgage of the Company’s land
Not required as the bonds were issued to
specific investors with restriction on
transfer of the bonds of maximum of 10
bondholders at any time
BH Partly Secured Convertible Bonds
Series #2 Due 2012
24 August 2000
Baht 1,000 million
Baht 250 million
12 years
1%
Semiannually
Baht 3.50
The bondholders have the option to
convert the bonds into ordinary shares
throughout the life of the bonds
On the maturity date, the Company has
the option to either redeem the
convertible bonds or to convert the
bonds into ordinary shares
A mortgage of the Company’s land
Not required as the bonds were issued to
specific investors with restriction on
transfer of the bonds of maximum of 10
bondholders at any time
8.1.4 Agreement between major shareholders
A letter of undertaking was signed between the Company, Istithmar and Temasek who
together shall be entitled to nominate a single director and a single observer to the
Company’s Board of Directors. The director seat and observer seat shall be rotated between
Istithmar and Temasek every year, so long as the combined shareholding by Istithmar and
Temasek continue to exceed 5% of the Company’s ordinary shares on a fully diluted basis. As
of the January 31, 2011 Istithmar and Temasek own no shares in the Company thereby losing
any right to nominate a director or observer.
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Form 56-1
- Translation 8.2
Shareholders
List of the Company’s 10 major shareholders as at 30 December 2010 is as follows:
Shareholder
Bangkok Insurance Pcl.
Thai NVDR Co., Ltd
Sinsuptawee Asset Management Co., Ltd.
UOB KAY HIAN (HONG KONG) LIMITED - Client Account
Littledown Nominees Limited 9
BNP Paribas Securities Services Luxembourg
Wattanasophonpanich Co., Ltd.
Raffles Nominees (Pte) Limited***
Citibank Nominees Singapore Pte. Ltd. - Aranda Investment Pte. Ltd.
State Street Bank and Trust Company for London
Total
Number of
shares*
96,122,002
80,057,707
63,258,514
58,363,690
43,774,600
28,660,200
25,121,875
22,855,871
21,070,872
17,282,763
456,568,094
Shareholding**
(%)
13.17
10.97
8.66
7.99
6.00
3.93
3.44
3.13
2.89
2.37
62.54
* Number of shares includes both preferred shares and common shares.
** The calculation of holding percentage includes both preferred shares and ordinary shares.
*** Raffles Nominees (Pte) Limited is the custodian of TLS Alpha Pte, Ltd., the representative of Temasek.
21,685,371 shares held by Raffles Nominee (Pte) Limited belong to TLS Alpha Pte. Ltd.
The Company has shareholders in the top ten major shareholders list who are foreign
financial institutions or custodians acting as trust companies or nominee accounts. Except for
Citibank Nominees Singapore Pte. Ltd. - Aranda Investments Pte. Ltd. and Raffles Nominees
(Pte) Limited, the custodian of TLS Alpha Pte. Ltd., which are representatives of Temasek, the
Company has no knowledge of the ultimate shareholders of these companies as these
shareholders have never nominated their representatives to serve on the Board of Directors
nor taken part in the management of the Company.
Shareholders with significant influence on the policies or management of the Company
Istithmar and Temasek, who have been major shareholders in the past (directly or
through their affiliates), have historically held, in aggregate, one rotating board seat. The
Company was informed that through a series of transactions in 2010 and January 2011, both
shareholders (directly or through their affiliates) had divested all of their shares in the Company.
8.3
Dividend Policy
8.3.1 The Company’s dividend policy is as follows:
8.3.1.1 When the Company has net profit which can be distributed to shareholders,
the preferred shareholders will receive dividends before the ordinary
shareholders. In any year that dividends distributed to the preferred
shareholders reach 15% of the capital represented by the preferred shares,
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Form 56-1
- Translation -
the balance of the profit shall be distributed to the ordinary shareholders at any
amount as determined by the shareholders’ meeting.
In any year that the Company is able to distribute dividends of more than 15%
of its capital, the shareholders of both types shall receive the dividends
equally.
8.3.1.2 For the payment of dividends, the Board of Directors is to follow the resolution
of the shareholders’ meeting.
8.3.1.3 For every dividend payment, the Company shall reserve at least 5% of the
profit as appropriated statutory reserve, until the reserve accounts for 10% of
the Company’s capital.
8.3.1.4 Accrued dividends are not entitled to any interest payment.
8.3.2 Subsidiaries’ dividend policy is as follows:
8.3.2.1 When the company has profit which can be distributed to shareholders, the
company is eligible to pay dividends to its shareholders at any amount in
accordance with the resolution of shareholders’ meeting.
8.3.2.2 Accrued dividends are not entitled to any interest payment.
On 23 February 2011, the Board of Directors approved, subject to shareholders’
approval in shareholders’ meeting to be held in April 2011, a dividend payment for the year
2010 to preferred and ordinary shareholders at the rate of Baht 0.90 per share, totaling Baht
657 million, which is a 52% pay-out ratio. The Company already paid an interim dividend of
Baht 0.40 per share, totaling Baht 292 million, on 9 September 2010. The remaining dividend
payment of Baht 0.50 per share, amounting to Baht 365 million will be paid on 24 May 2011,
after the shareholders’ approval.
For the year 2009, the Company paid dividend of Baht 0.85 per share, totaling Baht 621
million, or 50.0% pay-out ratio.
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Form 56-1