SET Announcements
26 March 2008
Clarify Revision of Repayment Loan for JV
(Translation)
No. CK-08-0000-PO-L-0046
March 26, 2008
Re: Clarification on Additional Information of Revisions of the
Conditions of Repayment of Loans for Joint Ventures
Attn.: President of the Stock Exchange of Thailand
Reference: Financial Statements 2007
According to the reference, CH. Karnchang Public Company Limited
submitted the financial statements for the year 2007 to the Stock Exchange of
Thailand on February 29, 2008. The Stock Exchange then required the Company to
clarify additional information to ensure investors' understanding of the
revisions of the conditions of repayment of loans for two common businesses,
i.e., CKAE Consortium (CKAE) and Joint Venture CKET (CKET).
The Company hereby clarifies such additional information as follows:
1. Description of Transactions of Loans to Both Joint Ventures
1.1 The Company entered into such transaction by
providing a loan to CKAE for investment in construction of the project for
development and enhancement of the Bangkok Airport. The Company's shareholding
in CKAE represents 98 percent while the other companies hold an aggregate of 2
percent. Such financial support in the form of loan is based on the Company's
shareholding percentage in the Consortium and the Company's source of funds
for such transaction is derived from the Company's operation.Such financial
support in the form of loan is granted by the Company since June 5, 2001 in an
amount of not exceeding Baht 686 Million (based on the shareholding percentage
in the Consortium) out of the total amount of not exceeding Baht 700 Million
which CKAE required of the Company and the other companies.
1.2 The Company entered into such transaction by
providing a loan to CKET for the project for management of the design, supply,
installation, testing of the M&E Equipment as well as the operation of the
metro. The Company's shareholding in CKET represents 80 percent while Expert
Transport Co., Ltd. (ET) (a subsidiary in which 90% of shares are held by the
group of major shareholders) holds the remaining 20 percent. Such financial
support in the form of loan is based on the Company's shareholding percentage
in the Joint Venture and the Company's source of funds for such transaction is
derived from the Company's operation. Such financial support in the form of
loan is granted by the Company since February 27,2002 in an amount of not
exceeding Baht 1,320 Million (based on the shareholding percentage in the Joint
Venture) out of the total amount of not exceeding Baht 1,650 Million which
CKET required of the Company and ET.
2. Reason and Necessity of the Company's Extension of Time and
Revisions of the Conditions of Repayment of Loans to Both Joint Ventures
2.1 It is the Company's reason and necessity to
extend the time and revise the conditions of repayment of the loan for CKAE
because CKAE notified the requirement of working capital to accelerate the
construction of the project for development and enhancement of the Bangkok
Airport, with a project value of Baht 3,877,661,810, and thus requested the
financial support from the shareholders as hereinabove described. This
financial support was in addition to the credit facilities borrowed by CKAE
from financial institutions. When CKAE completed the construction, CKAE would
be required to first repay the credit facilities in full to the lending
financial institutions for such project prior to utilizing the remaining funds
from its operation to repay the loan to the shareholders. However, CKAE
provided loans to subcontractors out of the credit facilities borrowed by CKAE
from the financial institutions. Such subcontractors, namely, Best Plan
Technology Co., Ltd. (BPT) and Modern Construction Material Co., Ltd. (MCM)
(as the companies borrowing funds from CKAE), received such loans to
accelerate the construction, however, BPT and MCM could not complete the
construction in accordance with the contracts. As a result, BPT and MCM thus
became
debtors in respect of such loans with CKAE, and CKAE was thus unable to repay
the loans owed to the shareholders. Subsequently, BPT and MCM repaid the
principals and interest in the total amount of Baht 572,679,979 (in
proportion) to CKAE, with the outstanding balance of Baht 221,903,456 (in
proportion) as at December 31, 2007. Furthermore, during the year 2007, CKAE
repaid the principal and interest in the total amount of Baht 583,535,225 to
the Company, with the outstanding balance of Baht 140,968,197 as at December
31, 2007, which was thus changed from a short-term debt to a long-term debt
due for repayment on March 31, 2009. Considering the debt serviceability in
the year 2007, the Company believes that CKAE shall be able to repay the loan
and interest to the Company within the scheduled time. Furthermore, in
granting such loan, the Company also increases the interest rate by 1.75
percent per annum on the loan from the borrowing date until the date the
repayment is made in full, which in no way causes any loss of benefits to the
Company from granting such loan.
2.2 It is the Company's reason and necessity to
extend the time and revise the conditions of repayment of the loan for CKET
because CKET was engaged by Bangkok Metro Public Company Limited to control
and manage the construction of the metro as well as the project maintenance
administration, with a contract value of Baht 2,181.7 Million. CKET sent
letters requesting the financial support from the shareholders in an amount of
not exceeding Baht 1,650 Million, which was in addition to the credit facilities
borrowed by CKET from financial institutions. CKET would be required to first
repay the credit facilities in full to the lending financial institutions for
such project prior to utilizing the remaining funds from its operation
to repay the loan to the shareholders. However, CKET provided advance payments
for project commencement to Rayong Real Estate Co., Ltd. (RY) and Private
Inter Construction Co., Ltd. (PIC) during such time when RY was pending the
consideration and approval of the credit facilities from financial
institutions for construction in the project for land development for golf
course, resort and golf club and development of Premium Grade real
estate for sale with buildings. As a result, RY furnished a security in the
form of land and buildings as collateral for such loan. Moreover, the Company
had a project to carry out construction of the foregoing large-sized golf
course with infrastructure for RY, which is a borrower of funds from CKET, and
RY furnished a security to the financial institutions providing credit
facilities to the Company at as high value as Baht 1,675 Million. However, as
RY and PIC were affected by the economic slowdown in the year 2007 which
prevented the real estate projects from proceeding according to plan, the
repayment of such debts was thus delayed. It was thus necessary for CKET to
consider granting an extension of time for repayment of the loans to RY and
PIC, and as a result, CKET became unable to repay the loans to its
shareholders. Later, RY and PIC (as the companies borrowing funds from CKET)
repaid the loans in the total amount of Baht 219,791,241 (in proportion) to
CKET, with the outstanding balance of Baht 1,263,543,477 (in proportion) as at
December 31,2007. During the year 2007, CKET repaid the principal and interest
in the total amount of Baht 273,484,926,with the outstanding balance of Baht
1,115,972,672 as at December 31, 2007, which was thus changed from a
short-term debt to a long-term debt due for repayment on September 30, 2009.
Moreover, CKET has also increased the interest rate which would enable the
Company to derive 1 percent additional interest on the loan from the borrowing
date until the date the repayment is made in full. In this connection, the
Company expects that RY and CKET shall be able to pay the debt to the Company
within the agreed schedule, based on such security which has the value
sufficient to cover the loan.
3. In relation to the extension of time for repayment of the
loans granted to CKAE and CKET, it is necessary for the Company to extend the
repayment schedule to be consistent with the extension of time for repayment
of the loans granted by CKAE and CKET to BPT, MCM, RY and PIC, due to the fact
that at present,the accounts receivable of the said four companies are the
main sources of funds for CKAE and CKET to repay the loans to the
shareholders, as already described in Clauses 2.1 and 2.2 above.
The Company shall report the development of such repayment of the
loans and interest from CKAE and CKET through the system of the Stock Exchange
of Thailand, with the submission of the financial statements commencing from
the quarter 1/2008 onwards until the Company has received full repayment of the
loans and interest.
Please be informed accordingly.
Very truly yours,
(Mr. Plew Trivisvavet)
Chief Executive Officer