- 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 2008:
Registered Capital
As at 31 December 2008
Number of Shares
Ordinary shares
Preferred shares
Total
920,919,935
1,782,750
922,702,685
Par Value
1.00
1.00
Paid-up Capital
As at 31 December 2008
Number of Shares
Ordinary shares
Preferred shares
Total
Registered Capital
(Baht)
920,919,935
1,782,750
922,702,685
728,269,472
1,782,750
730,052,222
Par Value
1.00
1.00
Registered Capital
(Baht)
728,269,472
1,782,750
730,052,222
In the first quarter of 2008, 66,700 preferred shares (2007: 377,400 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 14 March 2008.
8.1.2 Preferred Shares
As at 31 December 2008, the Company had issued and paid-up preferred shares of
1,782,750 shares. Preferred shareholders have similar rights to 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.
8.1.3 Thai Trust Funds of Non-Voting Depository Receipts (NVDR)
As at 30 December 2008, there were 50,027,585 shares (including both preferred
shares and ordinary shares) held in NVDR. This accounts for 6.85% of the total shares. The
shares held by NVDR will not be entitled to voting rights.
29
Form 56-1
- Translation 8.1.4 Convertible bonds
As at 31 December 2008, 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
8.1.5 Agreement between major shareholders
A letter of undertaking has been signed between the Company, Istithmar and Temasek
that Istithmar and Temasek together shall be entitled to nominate a single director and a
single observer to the Company’s Board of Directors, whereby 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.
30
Form 56-1
- Translation 8.2
Shareholders
List of the Company’s 10 major shareholders as at 30 December 2008 is as follows:
Shareholder
1.
2.
3.
4.
5.
6.
7.
8.
9.
Bangkok Insurance Pcl.
Sinsuptawee Asset Management Co., Ltd.
UOB Kay Hian (Hong Kong) Limited - Client Account
Thai NVDR Co., Ltd.
Littledown Nominees Limited 9
Istithmar PJSC
State Street Bank and Trust Company for London
Wattanasophonpanich Co., Ltd.
Citibank Nominees Singapore Pte. Ltd. - Aranda
Investments Pte. Ltd.
10. TLS Alpha Pte. Ltd.
Total
Number of
shares*
96,099,702
63,258,514
58,673,690
50,027,585
43,774,600
43,370,743
27,420,000
25,121,875
21,685,372
21,685,371
426,197,517
Shareholding**
(%)
13.16
8.66
8.04
6.85
6.00
5.94
3.76
3.44
2.97
2.97
61.79
* Number of shares includes both preferred shares and common shares
** The calculation of holding percentage includes both preferred shares and ordinary shares
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 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 or take part in the management of the
Company.
Shareholders with significant influence on the policies or management of the Company
Bangkok Bank Public Company Limited, the major shareholder of the Company with
9.75%* shareholding, has two representatives on the Board of Directors, which are Mr. Chatri
Sophonpanich and Mrs. Kulathida Sivayathorn. The other group of major shareholders,
Istithmar and Temasek, with a total shareholding of 11.88%**, has one rotating board seat
between the two. Currently, Mr. Felix Herlihy from Istithmar is the representative on the
Company’s Board of Directors.
* Data as of 30 December 2008; the shareholding includes that of Sinsuptawee Asset Management Co., Ltd. and
Bangkok Bank Pcl.
** Data as of 30 December 2008; the shareholding includes that of Istithmar PJSC, Aranda Investments Pte. Ltd. and
TLS Alpha Pte. Ltd.
31
Form 56-1
- Translation 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,
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 25 February 2009, the Board of Directors approved, subject to shareholders’
approval in shareholders’ meeting to be held in April 2009, a dividend payment for the year
2008 to preferred and ordinary shareholders at the rate of Baht 0.80 per share, totaling Baht
584 million, which is a 49% pay-out ratio. The Company already paid an interim dividend of
Baht 0.40 per share, totaling Baht 292 million, on 4 September 2008. The remaining dividend
payment of Baht 0.40 per share, amounting to Baht 292 million will be paid after the
shareholders’ approval.
For the year 2007, the Company paid dividend of Baht 0.80 per share, totaling Baht 584
million, or 49.0% pay-out ratio. The net profit used to calculate the dividend pay-out ratio is the
consolidated net profit for 2007, netted off with the non-cash share gain from CDE Trading
Company Limited, which is a one-time non-operating item.
32
Form 56-1