Today (Aug 4, 2005) at the meeting room, the 12th floor, Q Houses Convent, Mr Anant Asavabhokhin, President and Chief Executive Officer of Land & Houses Plc, announced a progress of establishing Land & Houses Retail Bank. Land & Houses Credit Foncier Plc (LHCF) has already raised its registered capital to 2.6 billion baht and paid-up capital to 1.1 billion baht and is now in a process to merge with Book Club Finance Plc.

After LHCF proposed Finance Ministry to establish a retail bank on July 19, 2004, the company got approval from Finance Minister with advice from Bank of Thailand to establish the retail bank on Dec 30, 2004. Since the approval, LHCF began implementing its plan for the retail bank as following;

1. Increase its registered capital from 100 million baht to 2.6 billion baht and its paid-up capital from 100 million baht to 1.1 billion baht by issuing new shares through private placements. The first placement was for 10 million shares sold at 140 baht apiece and the remaining will be gradually raised until 2.6 billion baht within 3 years after the bank is operated.
2. Process the merger with Book Club Finance Plc by making a tender offer for the remaining shares of Book Club from minor shareholders. LHCF will accept a transfer of assets, liabilities and all or some financial obligations from Book Club at the adjusted book values. After that, LHCF will seek for a retail banking license from Finance Minister.

LHCF made a tender offer for ordinary shares and convertible preferred shares of Book Club Finance between June 16 to July 21 and the result of tender offer was as following;

1. Total ordinary shares of Book Club Finance Plc stood at 183,670,743 shares, with the par value of 5 baht, or 100% of allocated ordinary shares. This represented 183,670,743 voting rights, or 100% of voting rights from ordinary shares and 64.75% of voting rights of the total shares of Book Club.
2. Book Club Finance Plc has total 100,000,000 convertible preferred shares with the par value of 5 baht, or 100% of allocated convertible preferred shares. This represented 100,000,000 voting rights, or 100% of voting rights from convertible preferred shares and 35.25% of voting rights of the total shares of Book Club.

After the completion of tender offer, LHCF bought 273,416,284 shares of Book Club Finance, of which 173,416,284 were ordinary shares and 100,000,000 convertible preferred shares, representing 96.38% of the company's total allocated shares.

In the next process of the establishment of retail bank, LHCF will undergo the other important procedures as following;

1. Transfer assets, liabilities and all or some financial obligations from Book Club Finance Plc.
2. Install the information technology and risks management system and the other support systems for banking operation. The installation and test-run must be done in accordance with the requirements set by the regulatory body.
3. Process the retail banking license by the end of 2005.