SET Announcements

- 6 - Number of employees At March 31, 1997, the number of employees are 176 persons Management 8 persons Staff 168 persons Total 176 persons Significant events July 1991 Registered for establishment of Bangna View of the company Co.,Ltd. by Mr. Kitti Thanakitamnuay, Mr. Chali and its subsidiaries Sophonpanich and Mrs. Panida Taepkarnchana (Wattanavekin) with the initial registered capital of Baht 20 million to take on the property development January 1992 Launched Noble Park, Thailands first low-rise condominium project August 1992 Introduced ached-roof detached house project, Noble Home. The product was constructed using premium- quality metal sheet that allowed energy savings and gave protection for heat and humidity April 1994 Officially changed the name to be Noble Holding Development Co., Ltd. The name change was considered a significant strategic move to create brand name and loyalty since Noble appeared on all the projects names June 1994 Increased the registered capital from Baht 200 milli on to Baht 400 million comprising 40,000,000 common shares at Baht 10 par value. The capital increase was accomplished through investment from various investor groups ranging from financial institutions to business alliances such as Prudential Asset Management Asia, Jaic Investment Fund, Finance One Plc. Group, Thai Dhanu Bank Plc. as well as the Busrawong and Busrapan groups. Issued 4-year privately-placed unsecured debentures. The issue totaled Baht 500 million at an annual coupon rate of 8 percent with the condition that in case the ordinary shares of the company have not been listed on the SET prior to maturity date, the redemption price shall be adjusted to provide return to the holders of the debenture at a rate of 15% per annum throughout the life of the debenture. The use of the proceeds obtained from the capital increase as well as the issuance of debentures is summarized as follows: - Bang Plee View Co.,Ltd. 100.00% - Wipa View Co.,Ltd. 100.00% - Ban Siam Co.,Ltd. 100.00% - Continental City Co.,Ltd. 57.08%(100% in Nov.1994) - 7 - A portion of the funds was spent on acquisition of vacant land of medium size in different Bangkok metropolitan areas such as Soi Ruamrudee, Lardprao and Budhamonthon Road for future development June 1995 Transformed to a public company and renamed Noble Development Public Company Limited December 1995 Invested 100% or 150,000 shares in World Time Holding Co.,Ltd., the developer of Noble House Phayathai. The investment value was Baht 60 million Listing Date June 12, 1997 (Commence Trading on June 12, 1997) Type of Listed 55 million common shares at Baht 10 par value totaling Securities Baht 550 million Issued and paid-up 55 million common shares at Baht 10 par value totaling capital Baht 550 million Increase in capital (Million Baht) Month/Date/Year Increase Amount after Remark Amount increase July 19, 1991 - 20 - Issued 0.2 mil. shares at Bt.100 per share (equal to par value) Reason To establish the company January 6, 1992 90 110 - Rights offering of 0.9 mil. shares to existing shareholders with the ratio of 2 old : 9 new at Bt. 100 per share (equal to par value) Reason Business expansion and working capital December 29, 1993 90 200 - Split par value from Bt. 100 to Bt. 10 and Rights offering of 9 mil.shares to the existing shareholders with the ratio of 11 old : 9 new at Bt. 25 per share Reason Business expansion and working capital June 29, 1994 200 400 - Right offering of 10 mil. shares with the ratio of 2 old : 1 new at Bt. 41.1338 per share and the other 10 mil. shares at Bt. 37 per share which some of the existing shareholders refuse the rights to the existing shareholders that hold debenture of the company - 8 - Reason To invest in subsidiaries and associated companies comprising Bang Plee View Co.,Ltd., Wipa View Co.,Ltd., BanSiam Co.,Ltd. and Continental City Co.,Ltd., and for business expansion and working capital February 22, 1996 40 440 - Issued 4 mil. shares for a private placement at Bt. 10 per share Reason To invest in World Time Holding Co.,Ltd. May 8, 1997 110 550 - Issued 11 mil. shares for public offering divided into + 3.3 mil. shares for public random at baht 16 per share + 7.1 mil. share for general public at baht 16 per share + 0.6 mil. shares for employees of the company at baht 12 per share Reason To invest in the companys projects and for working capital and debt repayment Accounting Period January 1 - December 31 Auditor Mrs. Kesree Narongdej A.M.T. & Associates Registrar Thailand Securities Depository Co.,Ltd. Financial Advisor Nithipat Finance Public Company Limited Dividend Policy According to prospectus of the company The company will pay at least 40% of fiscal net profit starting 1997 The companys subsidiaries have never paid dividend and will not pay dividend in the future Number of shareholders Number of shareholders at June 4, 1997 are listed as follows: Number Number of shares1 Percentage of registered1 capital shareholders who hold more than 30 39,445,619 72.11 5/1000 of registered capital shareholders who hold not more 756 15,254,381 27.89 than 5/1000 of registered capital Total 786 54,700,000 100.00 1 Not including government agency, The Fund for Financial Institution Rehabilitation and Development, State enterprise or juristic person incorporated by specific law listed as follows: - 9 - Name Number of shares Percentage of registered capital 1) The Industrial Finance 300,000 0.55 Corporation of Thailand Total 300,000 0.55 Major Shareholders Top 10 major shareholders at June 4, 1997 are listed as follows Name Number of shares percentage of registered capital 1. Ban Siam Holding Co.,Ltd. 5,500,000 10.00 2. Chatri Sophon Co.,Ltd. 4,382,769 7.97 3. Mrs. Panida Thepkarnjana 3,666,000 6.67 4. Mr. Kitti Thanakitamnuay 3,373,603 6.13 5. Khunying Samonsri Viravan 2,823,950 5.13 6. Cumberland Investment Pte 2,000,000 3.64 7. Finance One Public Co.,Ltd. 1,800,000 3.27 8. Phatra Thanakit Public Co.,Ltd. 1,652,000 3.00 9. Mr. Damrong Krishanamara 1,511,297 2.75 10. Asia Sermkij Co.,Ltd. 1,356,000 2.47 Total 28,065,619 51.03 Foreign shareholders At June 4, 1997 the number of foreign shareholders are 11 persons holding 6,125,100 shares or 11.14 % of registered capital remark according to item 6 of the article of association of the company the shares of the company shall be held by Thai shareholders not less than 70% of paid-up capital Board of Directors Chairman of the board/managing director Mr. Kitti Thanakitamnuay Director Mr. Chali Sophonpanich Director Mrs.Panida Thepkarnjana Director Mr. Vichan Busarawong Director Mr. Thakolkiat Viravan Director Mr. Sitti Leelakasamelerk Director Mr. Thongchai Busrapan Director Mr. Thermchai Phinyawattana Independent Director Mr. Weerawong Jitmittraparp Independent Director Mr. Shaw Sinhaseni Silent Period Major shareholders and/or directors of the company who hold 30,250,000 common shares of the company certify that none of the shares will be sold within 3 years after the day the shares have been traded of the SET - 10 - Listing Conditions 1. Mr. Kitti Thanakitamnuay, shareholder and core management of the company, certifies that he will not undertake property development business under other firms but Noble Development Plc. and its subsidiaries 2. The company certifies that any transactions between the company, its subsidiaries and related companies or major shareholders or directors or management of the company will be accordance to the market price and can be compared to market practices. These transactions will not have adverse impact on the small shareholders interest and will be monitored by independent director of the company. Auditor of the company will audit those transactions and report them in the annual financial statement Others In 1994 - 1995, the company restructured its group by invested 100% of equity stack in 5 property development firms which had practically the same major shareholders as the company had. Shares purchased from Ban Siam Holding Co., Ltd. were made at book value or par value or the price close to par value. The other portion of the shares purchased from individual persons were made at par value except for those from Continental City Co.,Ltd. and World Time Holding Co.,Ltd.. Watcharatham lawyer and property business was of the opinion that the company, as the purchaser of the shares from Continental City Co.,Ltd., together with the sellers may be liable for not withholding the tax incurred as at October 31, 1996 amounting to Baht 166,186 Statistical Summary Noble Development Public Company Limited " In Thousands " Baht / Share Year Sale Net Profits Earnings Dividend Book Value Payout Ratio (Loss) (Loss) (%) 1993 950,443 103,905 9.45 - 22.19 - 1994 672,552 121,971 3.74 - 33.68 - 1995 232,673 72,351 1.81 - 35.48 - 1996 166,782 91,147 2.07 - 35.24 - Q1/1997 58,403 19,373 0.44 - 35.67 - (3 months) (more)