SET Announcements

- Siam Wire Industry Company Limited 5,210 6,430 - - Close to market price - Silasaicrete Limited Partnership 14,706 1,503 238 3 Close to market price - CH. Karnchang Holding Company Limited 14,870 13,495 - - Close to market price - Other related companies and related parties 415 27,216 - 17 Close to market price 92,920 87,938 35,277 10,110 Joint ventures - Other joint ventures 1,587 786 1,736 1,391 Close to market price Other Participants in joint ventures - Bilfinger and Berger Bauaktiengesellschaft 280,410 298,106 - - Close to market price - Tokyu Construction Company Limited 22,005 97,195 - - Close to market price - Kumagai Gumi Company Limited 16,609 79,466 - - Close to market price - Other participants in other joint ventures 18,297 25,436 - - Close to market price 337,321 500,203 - - Total accounts payable-trade 431,828 588,927 48,566 40,527 (UNAUDITED BUT REVIEWED) (Unit : Thousand Baht) Consolidated The Company Only Pricing policy 30 September 31 December 30 September 31 December 2000 1999 2000 1999 Loans and accrued interest Subsidiary - Bangkok Metro Company Limited - - 131,403 - Market interest rate - - 131,403 - Joint Ventures - The TWCK (Thames Water International (Thailand) Ltd. and CH. Karnchang Public Company Limited) Joint Venture 2,644 2,644 5,287 5,287 Market interest rate - Joint Venture CKSL (CH. Karnchang Public Company Limited and SNC - Lavaline Inc.) 405 - 405,570 - Market interest rate 3,049 2,644 410,857 5,287 Other participants in joint venture - Bilfinger and Berger Bauaktiengesellschaft 156,089 155,879 - - Market interest rate 156,089 155,879 - - Total loans and accrued interests 159,138 158,523 542,260 5,287 590,966 747,450 590,826 45,814 10. UNSECURED DEBENTURES On 1 June 2000, the Company issued unsecured debentures of Baht 400 million (400,000 units of Baht 1,000 each) by private placement. These debentures are name registered and unsubordinated and a trustee is to be appointed. Maturity in one year, the debentures pay interest every three months at 7.5 percent per annum. (UNAUDITED BUT REVIEWED) 11. LONG-TERM LOANS FROM RELATED COMPANIES (Unit : Thousand Baht) Consolidated Pricing policy 30 September 31 December 2000 1999 Loans from participants Loans : - Thames Water International Company Limited 47,250 60,507 As loan agreement - Bilfinger + Berger Bauaktiengesellschaft 96,919 136,124 As loan agreement - Tokyu Construction Company Limited 119,432 154,021 As loan agreement - Kumagai Gumi Company Limited 119,432 154,021 As loan agreement Total loans 383,033 504,673 Accrued interests : - Thames Water International Company Limited 596 3,200 Interest rate 5% per annum - Bilfinger + Berger Bauaktiengesellschaft 9,413 7,622 Interest rate 6% per annum - Tokyu Construction Company Limited 4,780 3,575 Interest rate 2% per annum - Kumagai Gumi Company Limited 4,780 3,575 Interest rate 2% per annum Total accrued interests 19,569 17,972 402,602 522,645 12. LONG - TERM LOANS (Unit : Thousand Baht) CONSOLIDATED THE COMPANY ONLY 30 September 31 December 30 September 31 December 2000 1999 2000 1999 Long-term loans from banks 1,402,536 995,019 450,000 240,000 Liabilities under discounted notes receivable - 2,897,163 - - 1,402,536 3,892,182 450,000 240,000 Current portion of long - term loans (923,280) (3,630,064) (121,300) - 479,256 262,118 328,700 240,000 Most of the loan agreements contain covenants and restrictions. These pertain to, among other things, the maintenance of certain financial ratios. As at 30 September 2000, these financial ratios would not been maintained in compliance with the stipulations of the agreements. (UNAUDITED BUT REVIEWED) The long-term loans of the Company, its subsidiaries and its joint ventures were secured by the pledge of their investments in the ordinary shares of Bangkok Expressway Public Company Limited, and the transfer of the rights of certain joint ventures to receive of repayment from employers under construction contracts and were guaranteed by the Company's directors and the participants in certain joint ventures. 13. SECURED DEBENTURES On 29 March 2000, the Company issued secured debentures of Baht 500 million (500,000 units of Baht 1,000 each). These debentures are unsubordinated and beared interest at a rate of 8 percent per annum (semi- annual interest payment) with a maturity period of 3 years as from the issuance date. These debentures carry a call option giving the issuer the option to redeem them at the end of first or second year from the issuance date. These debentures are secured by the pledge of certain bank deposit accounts and certain Company's investments in the ordinary shares of Bangkok Expressway Public Company Limited. 14. CORPORATE INCOME TAX Corporate income tax for the three-month and nine-month periods ended 30 September 2000 and 1999 have been calculated after adding back certain expenses which are disallowable for tax computation purposes. 15. RELATED PARTY TRANSACTIONS During the periods, the Company, its subsidiaries and its joint ventures had significant business transactions with their related parties (related by the way of common shareholders, investing in joint ventures, common joint ventures' participants or common directors). Therefore, these financial statements reflect the results of these transactions on the basis agreed between the parties. The significant transactions are summarised below :- (UNAUDITED BUT REVIEWED) (Unit: Million Baht) For the three-month period ended 30 September 2000 Consolidated The Company Only Pricing policy Transactions with subsidiaries and joint ventures (excluded transactions being eliminated from the consolidated financial statements) Revenue from construction services 51.1 30.0 Based on construction contracts Sales of construction materials 26.3 40.1 Close to market price Revenue from project management 12.6 129.7 Based on contracts Rental, transportation income and others 0.8 17.3 Close to market price Interest income 103 3.5 Market interest rate Costs of construction materials and construction work 0.5 12.4 Close to market price Other expenses - (0.8) By mutual agreement Transactions with associated and related companies Revenue from construction services (Reversal) (99.5) - Based on construction contracts Sales of construction materials 0.5 0.1 Revenue from project management 1.2 0.8 Based on contracts Rental, transportation income and others 2.3 7.7 Close to market price Interest income 7.5 7.5 Market interest rate Costs of construction materials and construction work 197.8 - Close to market price Selling & administrative expenses 7.8 - By mutual agreement (UNAUDITED BUT REVIEWED) (Unit : Million Baht) For the nine-month period ended 30 September 2000 Consolidated The Company Only Pricing policy Transactions with subsidiaries and joint ventures (excluded transactions being eliminated from the consolidated financial statements) Revenue from construction services 138.8 149.8 Based on construction contracts Sales of construction materials 143.3 186.8 Close to market price Revenue from project management 39.1 177.0 Based on contracts Rental and transportation income 3.3 24.0 Close to market price Interest income 3.9 13.4 Market interest rate Other income 17.1 42.7 Based on contracts Costs of construction materials and construction work 1.0 61.7 Close to market price Transactions with associated and related companies Revenue from construction services 598.8 - Based on construction contracts Sales of construction materials 1.0 0.1 Close to market price Revenue from project management 5.0 4.6 Based on contracts Rental and transportation income 19.5 19.5 Close to market price Interest income 25.0 22.7 Market interest rate Other income 3.2 4.7 Based on contracts Costs of construction materials and construction work 411.9 - Close to market price Selling & administrative expenses 74.1 - By mutual agreement The outstanding balances of the above transactions are shown as separate items in the balance sheet. 16. STATEMENTS OF CASH FLOWS For the purpose of the statements of cash flows, cash and cash equivalents include cash in hand and at banks and deposits with finance companies with an original maturity of 3 months or less, and not subject to restrictions. (UNAUDITED BUT REVIEWED) As at 30 September 2000 and 1999, cash and cash equivalents as reflected in the statements of cash flows consist of the following :- (Unit : Thousand Baht) Consolidated The Company Only 2000 1999 2000 1999 Cash in hand and at banks 5,661,150 4,295,279 2,944,661 1,718,072 Short-term investments 144,361 302,938 237 596 Total 5,805,511 4,598,217 2,944,898 1,718,668 Less : Deposits with maturity of more than 3 months or subject to restrictions (242,750) (39,020) (148,414) (20) Cash and cash equivalents 5,562,761 4,559,197 2,796,484 1,718,648 17. BANK GUARANTEES As at 30 September 2000 and 31 December 1999, there were outstanding bank guarantees of approximately Baht 12,620.2 million and Baht 12,625.0 million respectively (the Company Only : Baht 3,511.1 million and Baht 2,969.1 million respectively) issued by banks on behalf of the Company, its subsidiaries and its joint ventures in respect of certain performance bonds as required in the normal course of business of the Company, its subsidiaries and its joint ventures. The details of bank guarantees are as follows :- (Unit : Million Baht) Consolidated The Company Only 30 September 31 December 30 September 31 December 2000 1999 2000 1999 Guarantee of construction contract, bid, and debt repayment 6,752.9 6,210.5 2,340.2 1,582.3 Advance payment bond and retention 5,523.9 5,302.6 938.9 389.7 Guarantee of revenue loss due to damage caused by transportation, retention bond, rental equipment, electricity usage and letter of credit issuance 343.4 1,111.9 232.0 997.1 12,620.2 12,625.0 3,511.1 2,969.1 (UNAUDITED BUT REVIEWED) 18. GUARANTEES/COLLATERAL As at 30 September 2000, the Company and its subsidiaries had guaranteed or secured the following credit facilities of joint ventures in proportion to the Company's holding : 18.1 For the Joint Venture CH. Karnchang Public Company Limited, Bilfinger + Berger Bauaktiengesellschaft, Tokyu Construction Co., Ltd. and CH. Karnchang - Tokyu Construction Co., Ltd., the Company has provided guarantees of Baht 2,250 million and Baht 5,199 million, respectively for bank loan and guarantee facilities. The Company has also pledged part of its investment in Bangkok Expressway Public Company Limited to secure a performance guarantee from a bank. 18.2 For the Joint Venture BBCD (Bilfinger + Berger Bauaktiengesellschaft, CH. Karnchang Public Company Limited and Dyckerhoff & Widmann AG), the Company has issued guarantees for credit facilities provided by banks and financial institutions totaling Baht 2,222 million. 18.3 For the Joint Venture BCKT (Bilfinger + Berger Bauaktiengesellschaft, CH. Karnchang Public Company Limited, Kumagai Gumi Co., Ltd. and Tokyu Construction Co., Ltd.), the Company has provided a guarantee for a Baht 500 million bank loan of which repayment is due in 2001, a Baht 125 million letter of credit facility, and a foreign exchange hedging facility of Yen 1,000 million. 18.4 The Company has pledged part of its investment in Pathum Thani Water Company Limited with two banks to secure the loans of Pathum Thani Water Company Limited from those banks. The outstanding balance of these as at 30 September 2000 is approximately Baht 3,979 million. 18.5 The Company has pledged part of its land with a bank and a financial institution to secure loan facilities from that bank and financial institution. (UNAUDITED BUT REVIEWED) 19. COMMITMENTS AND CONTINGENT LIABILITIES As at 30 September 2000, commitments and contingent liabilities are as follows : 19.1 The Company, its subsidiaries and its joint ventures have commitments totaling Baht 5,590 million in respect of project construction costs. (the Company only : Baht 425 million). 19.2 The Company, its subsidiaries and its joint ventures have commitments totaling approximately Baht 3,376 million from guarantees of loans, letters of credit, letters of guarantee issued by banks, and notes discounted to joint ventures in which the Company is one of the participants (31 December 1999 : Baht 2,787 million). 19.3 The joint ventures have commitments from opening letters of credit with banks which have not been used. In 2000 and 1999 these totaled approximately Baht 1,013 million and Baht 72 million, respectively. 19.4 Joint Venture BBCD (Bilfinger + Berger Bauaktiengesellschaft, CH. Karnchang Public Company Limited and Dyckerhoff & Widmann AG) has entered into forward contracts for USD 10.76 million. These contracts will mature in 2000. 19.5 Joint Venture BCKT (Bilfinger + Berger Bauaktiengesellschaft, CH. Karnchang Public Company Limited, Kumagai Gumi Company limited and Tokyu Construction Company Limited) has entered into 7 forward exchange contracts with 2 local banks, for a combined amount of Yen 1,000 million, which may give rise to exchange gains or loss in the future. These contracts are secured by the pledge of fixed deposits of Baht 90 million, and are guaranteed by the participants. They will mature in 2000 and 2001. 19.6 Joint Venture CH. Karnchang Public Company Limited, Bilfinger + Berger Bauaktiengesellschaft, Tokyu Construction Company Limited and CH. Karnchang - Tokyu Construction Company Limited has a contingent liability of approximately Baht 4.6 million as a result of being sued for damages and compensation for termination of employment. The case is currently before the courts. (UNAUDITED BUT REVIEWED) 19.7 Joint Venture BBCD (Bilfinger + Berger Bauaktiengesellschaft, CH. Karnchang Public Company Limited and Dyckerhoff & Widmann AG) has delayed repayments due on a loan from a bank, which could affect the business of the joint venture as the lender now has the right to call for immediate repayment of principal under the agreement. As at 30 September 2000, the outstanding balance of principal was Baht 688 million. 19.8 Joint Venture BCKT (Bilfinger + Berger Bauaktiengesellschaft, CH. Karnchang Public Company Limited, Kumagai Gumi Company limited and Tokyu Construction Company Limited) has been sued for damages of Baht 197.4 million in regard to its termination of a former employee. The Joint Venture has already paid compensation in accordance with the law. The case is in the legal process, and the joint venture's counsel's opinion is that there is no precedent case in which a court has found that an employer must pay a compensation award of this size, and it is expected that the joint venture will eventually win the case. 19.9 On 11 May 2000, Joint Venture CKSL (CH. Karnchang Public Company Limited and SNC - Lavalin Inc.) entered into an "Agency Services Agreement" with an overseas company in order to procure equipment and materials for the construction of a mass transit system. Under the agreement, the Joint Venture has capital commitments in respect of commissions for the procurement of such equipment and materials, at 10 percent of the estimated value of procurement for the project, which is not less than Japanese Yen 565 million. 20. THE MRTA INITIAL SYSTEM PROJECT On 1 August 2000, Bangkok Metro Company Limited ("the Subsidiary") entered into "Agreement for the MRTA Initial System Project - Chaloem Ratchamongkhon Line" with Metropolitan Rapid Transit Authority ("the MRTA") to design, manufacture, supply, installation, testing and commissioning of the M&E Equipment and for the operation and maintenance of the MRTA Initial System. The agreement is for 25 years from the date of commencement of service under the agreement which is expected at approximately 4 years after the date of the agreement. Under the agreement, the Subsidiary and the MRTA have obligations to fulfill the Conditions Precedent before commencement of operations, comprise of receiving BOI Promotion Certificates, a long- term supply commitment of electricity for the MRTA Initial System, a financial commitment of the Subsidiary, etc. (UNAUDITED BUT REVIEWED) Under the agreement, the Subsidiary has the following commitments to make payment of Remuneration to the MRTA. a) Remuneration from fares The Subsidiary agreed to apportion revenues from fares amounting to Baht 43,567 million (inclusive of value added tax) to the MRTA in annual apportionments commencing from the 11th year of Revenue Service until the end of the agreement period and also apportion revenues to the MRTA at percentages of fare revenues, as mentioned in the agreement, from the year that revenue service commencement year until the end of the agreement period. b) Remuneration from Commercial Development The Subsidiary has agreed to apportion revenue from commercial development to the MRTA on an annual basis throughout the contract period, in totaling Baht 930 million, inclusive of value added tax and also apportion the MRTA percentage of revenue from Commercial Development per annual, as mentioned in the agreement, from the year that revenue service commencement year until the end of the agreement period. In addition to the above commitments, the Subsidiary agreed to apportion to the MRTA of excess profit calculated from the Return on Equity (ROE) and any benefit from the interest rate on a Credit Agreement which lower than the specified rate, at the rate as mentioned in the agreement. 21. CONTRACTS 21.1 Joint Venture BCKT (Bilfinger + Berger Bauaktiengesellschaft, CH. Karnchang Public Company Limited, Kumagai Gumi Co., Ltd. and Tokyu Construction Co., Ltd.) a) In 1999, the joint venture changed its method of operation for the tunnel boring from Rama IX station to Sirikit station from an arrangement where the joint venture was itself the constructor, to one where the work was subcontracted to Kumagai Gumi Co., Ltd.. This was in accordance with a resolution of the meeting of the joint venture's Board of Directors on 4 March 1999 under which participants can be hired to conduct construction work by the joint venture, in accordance with the existing budget for that work. The subcontract pricing conditions are payment of sums of Baht 660.8 million and Yen 1,811.2 million (excluding value added tax) in accordance with schedule indicated in the agreement. (UNAUDITED BUT REVIEWED) b) Commitments of approximately Baht 8.6 million under vehicle rental agreements for the joint venture. c) Under an agreement to rent land on which to build a factory building for use in producing construction supplies, and for siting temporary offices, the joint venture is committed to payment of approximately Baht 3.4 million. 21.2 Joint venture BBCD (Bilfinger + Berger Bauaktiengesellschaft, CH. Karnchang Public Company Limited and Dyckerhoff + Widmann AG) The joint venture has entered into two agreements to lease land for periods of 3 years and 4 years. The rental charged are Baht 13,500 per month per rai, and Baht 618,000 per year, respectively. 22. FINANCIAL INFORMATION BY SEGMENT The Company, its subsidiaries and joint ventures' operations (with the exception of Bangkok Metro Company Limited which operates in infrastructure project, mass transit system, but is not (more)