EX-10 29 exhibit993.txt SHARE PURCHASE AND SALE AGREEMENT Exhibit 99.3 Asia Properties, Inc. (API) Northbridge Communities Limited (NCL) API and NCL Shares 14th August 2000 1) The shareholders of NCL have signed the Share Purchase and sale agreement between API and NCL, dated February 4, 2000. a) In this agreement, the shareholders agree to swap their shares as shown in Schedule A, for 4,600,000 shares in API. (Article I, Section 1.1 (3)) b) The shares will be distributed in proportion to their respective shareholding interests in NCL as per Schedule A. (Article I, Section 1.1 (3)). 2) The Share purchase and Sale agreement also shows at Schedule 1.1(2), the NCL Adjusted Balance Sheet, with no debt to Asia Frontier Holdings (AFH). This assumes that the debt to AFH as at 30th September 1999, has been converted into equity, and Schedule A would accurately illustrate the shareholding if it included the conversion, which it does not. 3) In addition to the above agreement, the shareholders of NCL have agreed to the conversion of the AFH debt to equity, so that the shareholding percentages are more accurately reflected in the attached spreadsheets. 4) Therefore, the 4.6 million API shares will be distributed so that a) 36.55% of the shares will be given to AFH. b) The other shareholders will receive a smaller number of shares, as a result, but the Net Asset Value of the Company will be higher, due to the reduction in debt. 5) The number of shares to be issued by API are correctly shown in the column marked Planned Shares of API after debt Conversion and the NCL ------------------------------------------- shareholders have agreed to this distribution. Confirmed by the Board of Directors of Northbridge Communities Limited. Dated: /s/ Robert Brewitt -------------------- Dr. Robert Brewitt Director /s/ Vorasit Pokachaiyapat --------------------------- Mr. Vorasit Pokachaiyapat Director 1 NORTHBRIDGE COMMUNITIES LIMITED
PLANNED SHAREHOLDER SHARES OF SHARES OF NCL SHARES OF API API DIFFERENCE Assume no debt conversion After debt conversion N.B.C. HOLDINGS 2,040,000 51.00% 2,346,000 51.00% 1,734,000 37.70% (612,000) MR. NIKHIL SRINIVASAN 800,000 20.00% 920,000 20.00% 680,000 14.78% (240,000) ASIAN FRONTIER HOLDINGS 565,990 14.15% 650,889 14.15% 1,681,100 36.55% 1,030,212 SIAM INVESTMENT FUND 250,000 6.25% 287,500 6.25% 212,500 4.62% (75,000) FINANSA INVESTMENT 175,204 4.38% 201,485 4.38% 148,920 3.24% (52,565) ADVISOR LTD. LOADHALL INVESTMENTS 144,796 3.62% 166,515 3.62% 123,080 2.68% (43,435) A.V.V. MR. JONATHAN COLBY 12,000 0.30% 13,800 0.30% 10,200 0.22% (3,600) MR. RICHARD BOWERS 6,000 0.15% 6,900 0.15% 5,100 0.11% (1,800) MR. RICHARD DAVIS 6,000 0.15% 6,900 0.15% 5,100 0.11% (1,800) MISS ARAYA INTARAKLY 1 0.00% 1 0.00% 0 0.00% (1) MR. VORASIT POKACHAIYAPAT 1 0.00% 1 0.00% 0 0.00% (1) MRS. CHANPEN LAOHARAWEE 1 0.00% 1 0.00% 0 0.00% (1) MISS SUJIN JUTTAWANICH 1 0.00% 1 0.00% 0 0.00% (1) MISS YUPADEE 1 0.00% 1 0.00% 0 0.00% (1) THEPRUENGCHAI MISS RACHANEE 1 0.00% 1 0.00% 0 0.00% (1) MAHATDEJKUL MISS PRAPAIPIS PRADITVEKIN 1 0.00% 1 0.00% 0 0.00% (1) MR. PICHAYAN TATANAPOL 1 0.00% 1 0.00% 0 0.00% (1) MR. VORATORN POKACHAIYAPAT 1 0.00% 1 0.00% 0 0.00% (1) MR. THANATHIP 1 0.00% 1 0.00% 0 0.00% (1) VIDHAYASIRINUM Total of API shares 4,600,000 4,600,000 distributed TOTAL SHARES IN NCL 4,000,000 100.00% 100.00% 100.00%