The debt-to-equity conversion is a part of the Debt Restructuring Plan. The principles of a debt-to-equity conversion are as follows:

Transcription

1 "! 1. Policy and Procedures of the Debt-to-Equity Conversion Scheme, Rationale, Advantages and Disadvantages, and Benefits which the Company will obtain from the Debt-to-Equity Conversion Scheme 1.1 Policy of the Debt-to-Equity Conversion Scheme As of March 31, 2012, the Company and the Group had a significant amount of liabilities in total of Baht 28,570 million. Therefore, it is necessary to implement a debt restructuring plan (the Debt Restructuring Plan ) in order to lower the debt burden to a level that is manageable and acceptable to the new strategic investor, so that the Company can conduct its business in a stable manner and improve its financial status. The Debt Restructuring Plan consists of a request to reduce the amount of debt, to extend the repayment term, and to do a debt-to-equity conversion. The debt-to-equity conversion is a part of the Debt Restructuring Plan. The principles of a debt-to-equity conversion are as follows: (1) to negotiate with the creditors to reduce the amount of debt; and (2) to repay the remaining debt with the newly issued ordinary shares of the Company to creditors that participate in the debt-to-equity conversion scheme. The Company hopes that each creditor will participate in the debt-to-equity scheme with the total outstanding debt balance. However, this is subject to the negotiation and the acceptance on the case by case basis. The Company will make the best effort to negotiate for haircut as much as possible. Likewise, this depends on negotiation on the case by case basis which can be varied and that some creditors may participate in the debt-to-equity scheme without accepting the haircut. In the event that the creditors do not participate in the debt-to-equity conversion scheme, the Company will endeavor to extend the repayment term of the outstanding debt as long as possible. 1.2 Procedures of the Debt-to-Equity Conversion Scheme To allocate 6,845,670,192 newly issued ordinary shares with a par value of Baht 1 per share to creditors of the Company under the debt-to-equity conversion scheme, at Baht 0.50 per share. The offering price is lower than the par value of the Company s share price. Therefore, the Company is required to comply with Section 52 of the Public Limited Companies Act B.E (1992), as amended. However, the offering price is not lower than 90% of the Market Price according to the relevant notifications of the Securities and Exchange Commission. Market Price means the weighted average price of the Company s ordinary shares traded on the Stock Exchange for 15 consecutive business days prior to the date on which the Board of Directors resolves to propose the agenda item regarding the offering of newly issued shares, to the 1 st /2012 Extraordinary General Meeting of 1

2 Shareholders for further approval. The Market Price during that period (from June 8, 2012 to June 28, 2012) was Baht per share. 1.3 Rationale, Advantages and Disadvantages, and Benefits which the Company will obtain from the Debt-to-Equity Conversion Scheme On December 19, 2011, the Company received notice of termination of the Shares Subscription Agreement dated December 15, 2011 from ArcelorMittal Netherlands B.V. ( AM ). The Company agreed to the termination of the Shares Subscription Agreement by AM, as it was in accordance with the conditions precedent for investment under the Shares Subscription Agreement. The result of the termination of the Shares Subscription Agreement is that there will be no tender offer of the Company s shares by AM, and no tender offer of G J Steel Public Company Limited ( GJS ) shares by the Company and Oriental Access, resulting in the Company having no source of funds to conduct its business in a stable manner. Therefore, the Company deems it necessary to obtain a source of funds from a new group of investors. However, if the debt restructuring plan of the Company does not have solid and clear progress, it would be difficult for a new group of investors to have confidence in investing in the Company, since the Company s debt is no longer manageable. A debt-to-equity conversion is one of the mechanisms to be used to repay the outstanding debt of the Company. However, a debt-to-equity conversion, including the Debt Restructuring Plan, will result in the dilution of control for the existing shareholders. The Debt Restructuring Plan will reduce the Company s and the Group s debt, and it is expected that the Company and the Group will record a profit from the reduction of the outstanding debt, which will improve shareholder equity. In addition, the Debt Restructuring Plan will create confidence to a group of investors in the Company, and provide convenient as well as accelerate the injection of new funds from a group of investors. If the new funds are injected into the Company, it will be able to continue its business and will have the opportunity to strengthen its financial condition. Furthermore, the value of the Company s securities will increase in the long run. 2. Source of Debt The Company expects that the debt to be negotiated in the debt-to-equity Conversion scheme can be categorized as follows: Group of Creditors Approximate Amount of Debt as of March 31, 2012 (Millions of Baht) Group of major trade payables 7,000 Group of customers who paid 2,000 advances, but to whom the Company has not delivered its goods Group of other account payables and 3,000 current payables Total 12,000 2

3 Remarks: The categories above may not be consistent with those specified in the financial statements, as the categories above are listed in relation the source of debt for the benefit of negotiation. 3. Summary of Financial Statements of the Company Statements of Comprehensive Income G Steel Public Company Limited Statements of Comprehensive Income Unit : Baht Separate financial statements Q1/2012 YR2011 YR2010 YR2009 Income Revenue from sale of goods 3,109,549,560 12,258,015,780 7,856,484,328 9,839,959,917 Revenue from rendering of services ,995,660 Reversal of bad and doubtful debts expense 33,893,836 64,003, Reversal of loss on devaluation of inventories 156,239, ,693,213 2,076,078,095 Reversal of provision for loss on purchase orders for undelivered raw material 0 63,043, ,946,374 0 Reversal of loss on impairment of assets Reversal of provision for loss on contract termination 0 61,599, Net foreign exchange gain 311,696, ,237,462, ,654,685 Gain from debt restructuring 0 349,991,856 3,187,595,196 0 Other income 55,711, ,959, ,179, ,622,707 Total income 3,667,090,938 12,979,613,774 13,539,360,907 13,134,311,064 Expenses Cost of sale of goods 3,491,135,138 13,424,666,299 8,480,825,438 13,674,789,085 Selling expenses 25,787, ,451,819 96,072, ,035,660 Administrative expenses 247,966, ,097, ,304, ,693,548 Loss on confirmed purchase orders for undelivered raw materials 33,781, ,147,462 Losses related to performance guarantee Bad and doubtful debts expense ,121,017 4,356,951,487 Loss on devaluation of inventories 0 244,321, Loss on impairment of assets 77,583, ,098,126 8,983,356,797 1,906,992,628 Net foreign exchange loss 0 389,617, Other expenses 33,884, ,569,292 2,053,623, ,555,919 3

4 Statements of Comprehensive Income Separate financial statements Q1/2012 YR2011 YR2010 YR2009 Finance costs 163,281, ,840,160 1,457,655,553 1,178,357,649 Total expenses 4,073,420,105 15,487,661,385 22,000,959,042 22,885,523,438 Loss for the year (406,329,167) (2,508,047,611) (8,461,598,135) (9,751,212,374) Other comprehensive income for the year Total comprehensive income for the year (406,329,167) (2,508,047,611) (8,461,598,135) (9,751,212,374) Loss attributable to : Owners of the Company (406,329,167) (2,508,047,611) (8,461,598,135) (9,751,212,374) Non-controlling interests Loss for the year (406,329,167) (2,508,047,611) (8,461,598,135) (9,751,212,374) Loss per share Basic loss per share (0.02) (0.15) (0.61) (0.71) 4

5 Statements of Financial Position G Steel Public Company Limited Statements of Financial Position Unit: Baht Separate Financial Statements 31-Mar Dec Dec Dec-09 Assets Current assets Cash and cash equivalents 62,866,204 58,392,456 18,178,077 17,658,714 Trade accounts receivable 56,379, ,864, ,347, ,665,965 Amounts receivable from related parties 128,844, ,419, ,282, ,155,972 Receivable from related party for offsetting transaction 946,187, ,187, Inventories 1,800,056,261 2,555,199,365 2,572,416, ,187,498 Other current assets 237,984, ,121, ,662, ,853,210 Total current assets 3,232,317,668 4,278,184,769 3,197,887,797 2,521,521,359 Non-current assets Restricted deposits at financial institutions 24,000,000 24,000,000 27,493,574 31,725,449 Investments in subsidiaries 2,696,241,056 2,773,824,246 3,066,378,647 3,502,800,000 Receivable from related party for offsetting transaction ,881, ,236,875 Advance payment for purchases of property, plant and equipment ,821,129,342 Property, plant and equipment 17,205,635,072 17,443,998,680 18,335,621,074 23,303,508,734 Intangible assets 14,541,521 14,958,740 16,599,467 31,454,706 Other non-current assets 131,541, ,684, ,499, ,650,709 Total non-current assets 20,071,958,739 20,386,466,580 22,651,473,951 31,994,505,815 Total assets 23,304,276,407 24,664,651,349 25,849,361,748 34,516,027,174 5

6 Statements of Financial Position Liabilities and equity Current liabilities Separate Financial Statements 31-Mar Dec Dec Dec-09 Short-term loans from financial institutions 186,965, ,436, ,259, ,828,690 Trade accounts payable 8,527,536,843 10,077,237,872 7,815,797,034 6,431,967,517 Current portion of liabilities which were included under rehabilitation plan 18,137,017 18,137,017 14,260,686 15,124,430 Current portion of long-term loan from financial institution Bonds 1,065,483,793 1,094,482, ,026,932 5,668,531,420 Short-term loan from other parties 74,000,000 15,000, ,971, ,774,342 Loan from shareholder 432,622, ,622, Advances received from customers 776,728, ,760,802 2,182,592,744 1,784,553,409 Other payables and accrued expenses 1,463,390,965 1,406,875, ,659, ,633,858 Accrued interest expenses 1,698,608,762 1,601,832,700 1,639,160,707 1,325,002,510 Provisions 1,289,714,406 1,222,048,130 1,302,278, ,191,549 Other current liabilities 874,475, ,751, ,238,380 1,328,102,688 Total current liabilities 16,407,663,609 17,365,185,940 15,569,244,805 18,301,710,413 Non-current liabilities Liabilities which were included under rehabilitation plan - net of current portion 515,665, ,665, ,526, ,973,119 Finance lease liabilities 471, ,057 1,280,781 0 Bonds ,656,810 0 Employee benefit obligations 18,329,121 14,792, Total non-current liabilities 534,465, ,989,410 1,200,463, ,973,119 Total liabilities 16,942,129,574 17,896,175,350 16,769,708,557 18,864,683,532 6

7 Statements of Financial Position Separate Financial Statements 31-Mar Dec Dec Dec-09 Equity Share capital Authorised share capital Ordinary share 29,798,589,773 shares, par Baht 1 ( 2010: Ordinary share 18,960,000,000 shares par Baht 1 ) 29,798,589,773 29,798,589,773 18,960,000,000 13,860,000,000 Issued and paid-up share capital Ordinary share 17,028,557,473 shares par Baht 1 ( 2010: Ordinary share 16,481,695,198 shares par Baht 1 ) 17,028,557,473 17,028,557,473 16,481,695,198 13,760,435,198 Additional paid in capital: Share premium 795,133, ,133,358 1,145,125,214 1,976,477,530 Premium on capital reduction 206,307, ,307, ,307, ,307,094 Retained earnings (deficits) Appropriated: Legal reserve 763,976, ,976, ,976, ,976,886 Unappropriated (12,431,827,979) (12,025,498,812) (9,517,451,201) (1,055,853,066) Equity attributable to owners of the Company 6,362,146,833 6,768,475,999 9,079,653,191 15,651,343,642 Non-controlling interests Total equity 6,362,146,833 6,768,475,999 9,079,653,191 15,651,343,642 Total liabilities and equity 23,304,276,407 24,664,651,349 25,849,361,748 34,516,027,174 7

8 G Steel Public Company Limited Statements of Cash Flows Unit: Baht Statements of Cash Flows Separate Financial Statements 31-Mar Dec Dec Dec-09 Cash flows from operating activities Loss for the year (406,329,166) (2,508,047,611) (8,461,598,135) (9,751,212,374) Adjustments for Depreciation and amortization 250,654,886 1,071,489, ,811, ,099,684 (Reversal of) loss on impairment of assets 77,583, ,098,126 8,983,356,797 1,906,992,628 Interest income (19,403,537) (75,416,841) (65,852,585) (106,594,256) Finance costs 163,281, ,840,160 1,457,655,553 1,178,357,649 (Reversal of) bad and doubtful debts expense (33,893,836) (64,003,613) 62,121,017 4,356,951,487 (Reversal of) loss on devaluation of inventories (156,239,684) 244,321,028 (913,693,213) (2,076,078,095) (Reversal of) loss on confirmed purchase orders for raw material 33,781,558 (63,043,414) (221,946,374) 348,147,462 Unrealised (gain) loss on exchange (270,731,875) 394,273,018 (1,129,410,702) (538,321,384) Discount of liabilities included under the rehabilitation plan (127,631,185) Loss on write-off of tax benefit Gain from sale of other longterm investment Loss on sale of investment in subsidiaries (Reversal of) provision for loss on contract termination 195,433 (61,599,386) 289,491,303 0 Provision for tax - related liabilities 33,689, ,569, ,541, ,908,506 Losses related to performance guarantees (Gain) loss from disposal of assets (149,999) (1,653,104) 30,163, ,312 Loss on purchase of inferior raw material Gain from debt restructuring 0 (349,991,856) (3,187,595,196) 0 Employee benefit obligations 3,536,946 14,792, Consulting fee for bonds restructuring ,000,000 0 Profit (Loss) from operating activities before changes in operating assets and liabilities (324,025,212) (729,372,884) (2,113,954,769) (3,651,633,566) 8

9 Statements of Cash Flows Separate Financial Statements 31-Mar Dec Dec Dec-09 Changes in operating assets and liabilities Trade accounts receivable 33,912,798 84,170, ,851,527 (90,981,506) Amount due from related parties 11,632,959 2,355, ,183,476 (544,040,964) Inventories 911,382,788 (227,103,901) (967,535,781) 2,134,784,288 Receivables from scrap sales 447,696 6,800, , ,000,921 Other current assets 91,518,874 (17,201,289) 67,874,334 56,389,158 Receivables from others Other non-current assets (13,656,925) (46,835,830) (35,270,925) (42,074,016) Trade accounts payable (1,144,061,975) 670,694,550 2,013,135,560 1,945,656,244 Advances received from customers 310,968,058 (132,760,472) 398,039,335 (171,167,994) Other payable accrued expenses 67,414, ,911,089 40,470, ,922,022 Other current liabilities 11,794,785 46,109, ,723,101 (32,941,541) Provision for tax-related liabilities paid Income tax recovered ,158,246 Income tax paid (5,052) (914,949) (1,446,907) (942,184) Net cash flows provided by operating activities (42,676,704) 177,851, , ,129,108 Cash flows from investing activities Interest received 1,481 23,157,205 64,705, ,827 Increase in current investment Increase) decrease in restricted deposits at financial institutions 0 3,493,574 4,231, ,390,476 Purchase of property, plant and equipment (1,730,020) (24,746,823) (30,490,384) (30,551,611) Proceeds from sales of property, plant and equipment 149,999 1,653,127 1,154,979 0 Purchase of intangible assets 0 (36,493) (9,824,838) 0 Proceeds from receivable from related party for offsetting transaction 0 11,693,942 67,856,686 0 Loans to subsidiary (10,610,706) (13,790,000) (23,100,000) (704,457,852) Advance for purchase of property, plant and equipment Advance for purchase of machinery (19,712,791) Payment for investing in subsidiaries 0 0 (41,446,121) 0 Proceeds from sales of investment in subsidiary Net cash flows provided by (used in) investing activities (12,189,246) 1,424,532 33,087,403 (347,647,951) 9

10 Statements of Cash Flows Separate Financial Statements 31-Mar Dec Dec Dec-09 Cash flows from financing activities Finance costs paid (25,488,522) (119,973,907) (111,145,124) (517,955,683) Payment of liabilities which were included under rehabilitation plan 0 (4,562,834) (7,247,045) (12,651,608) Proceeds from short-term loans from financial institutions ,709,202 Decrease in short-term loans from financial institutions (4,036,275) (13,996,638) (10,426,879) (239,452,842) Proceeds from short-term loans from other parties 59,000, ,000, ,528,499 Repayment of short-term loans from other parties 0 0 (40,000,000) (143,219,808) Proceeds from short-term loans from related party 30,000, ,570 0 Repayment of long-term loans from financial institutions Repayment of finance lease liabilities (135,910) (528,415) (380,804) 0 Loan from shareholder Proceeds from issue of ordinary shares of subsidiary to noncontrolling interests Proceeds from issue of warrants of subsidiary to non-controlling interests Net cash flows used in financing activities 59,339,293 (139,061,794) (33,462,282) (186,042,240) Net increase in cash and cash equivalents 4,473,342 40,214, ,363 (53,561,083) Cash and cash equivalents at 1 January 58,392,456 18,178,077 17,658,714 71,219,797 Effect from exchange rate changes on balances held in foreign currencies Cash and cash equivalents at 31 December 62,865,798 58,392,456 18,178,077 17,658,714 10

11 Statements of Cash Flows Separate Financial Statements 31-Mar Dec Dec Dec-09 Additional details of cash flow Non-cash items Conversion of debt to share capital 0 196,870,419 1,790,094,600 0 Issue of ordinary shares to pay for consulting fee (including VAT) ,813,084 0 Offset of receivables from scrap sales with liabilities which were included under the rehabilitation plan, provision for loss on contract termination and payables from purchase of machineries 0 15,745, ,554,936 0 Transfer of receivables from scrap sales to receivable from related party for offsetting transaction ,501,147 0 Offset of trade accounts receivables with short-term loan from other parties, accrued interest expense, payables from purchase of machineries and trade accounts payable 0 384,554, Transfer guarantee obligation to loan from shareholder 0 432,622, Transfer of long-term loan from financial institution and accrued interest expense to loan from shareholder Purchase of vehicle under finance lease liabilities 0 0 2,190,000 0 Transfer of trade accounts receivable to amounts receivable from related parties 0 29,276, Transfer other receivables from scrap sales to amount receivable from related parties ,236,875 Offsetting between trade accounts receivable and advance received from customers Purchase of machineries by offsetting with trade accounts receivable Purchase of machineries by offsetting with other receivables from scrap sales ,442,193,787 Offset of trade accounts receivable with trade account payable 173,536, Offset of due from related party with trade account payable 15,943,

12 4. Names, addresses, and number of creditors to receive newly issued shares subject to the Debt-to-Equity Conversion Scheme " #$% &! #'(! " ")"! )*)" #+# ) -&&.+! /+#,&.0+ 2#3 1+.+& * 1 #45. (. 7.+ ((! +#,#&& &) ( " #! "" 1+#/ " ) &0 /+#& #0 " # % # #0 &&!)""#% +6.+#.!!!#4 283 #4 1 (*! ( ")*!("! )(*) "!)!)!!!*" (!!(""!"! *!)!! )!!") "*))(!*!!!)*((!"!"!(")! )*" 12

13 ,4&6 4+& 96 8& ",;<,-, --8= :$-1>/ >= * " % 6! "9 :! "!/ *><<,$79.,8 8</,A9><7><7 "A!A*8<,-,A$ >,,,.,< ")!! )( ((("*(! ((*)* * "!)! ") ")"!! )*") )./-8,/>< 79 88/,8 B$7 1-B8/,<=!)! ()"!!!"! 8<,8, --8= $<->< 8<7-<88/-<7 >= :>/-,<,B$7/,<9,9<9>:.,B B$7 1-B8/,<= $<-><$-=-<7"A!A* 8<,-,A$>,,,.,< *)")*! *)"( " ")!)!!")** )""*!( ( *)!(" 13

14 5. Name and Amount of Debt of other creditors other than afore table in 4 which have the most amount of debt of the top ten creditors as of 31 March 2012 are as of follows: Creditors Name Debt (Million Baht) Type of Creditors -. "( '+ "/4 *(! + =%+,&.!** '+ ) -4& )! ,#6 "! 60 # 60 #2#3 * :+-& C8$C-$>/.>/,-><, "! 60 # 60 *,4+:0+& "" &# 4+60# 6 & 4 6 (7,/><7/>$. ) 60 # 60 -<8/7,8,7 *( '+ 6. Type and number of shares to be issued for debt settlement subject to the Debtto-Equity Conversion Scheme 6,845,670,192 newly issued ordinary shares will be allocated to creditors of the Company under the debt-to-equity conversion scheme, as shown on table in Newly issued share price and criteria for setting the share price The criteria for setting the price of those 6,845,670,192 newly issued ordinary shares with a par value of Baht 1 per share at the conversion price of Baht 0.50 per share is that it is not lower than 90% of the Market Price according to the relevant notifications of the Securities and Exchange Commission. 14

15 The offering price is lower than the par value of the Company s share price. Therefore, the Company is required to obtain the approval for the Shareholders Meeting and to comply with Section 52 of the Public Limited Companies Act B.E (1992), as amended. However, such an offering price is not lower than 90% of the Market Price according to the relevant notifications of the Securities and Exchange Commission. Market Price means the weighted average price of the Company s ordinary shares traded on the Stock Exchange for 15 consecutive business days prior to the date on which the Board of Directors resolves to propose the agenda item regarding the offering of newly issued shares, to the 1 st /2012 Extraordinary Meeting of Shareholders for further approval. The Market Price during that period (from June 8, 2012 to June 28, 2012) was Baht per share. 15