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Thai Dev.Cap.Fund (THD)

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Friday 11 April, 2003

Thai Dev.Cap.Fund

Interim Results etc.

Thai Development Capital Fund Ld
11 April 2003


                  THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR

                              IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this document, you should consult
your financial adviser, bank manager, lawyer, accountant or other professional
adviser.

If you have sold or transferred all your shares in The Thai Development Capital
Fund Limited, you should at once hand this document and the enclosed form of
proxy to the purchaser or stockbroker or other agent through whom the sale or
transfer was effected, for transmission to the purchaser.


                         THAI DEVELOPMENT CAPITAL FUND LIMITED
           (an investment company incorporated in The Cayman Islands)

                            CIRCULAR TO SHAREHOLDERS


The Directors of the Company, whose names appear on page 2 below, accept
responsibility for the information contained in this document.  To the best of
their knowledge and belief (having taken all reasonable care to ensure that such
is the case) such information is in accordance with the facts and does not omit
anything which is likely to affect materially the import of such information.
The Directors accept responsibility accordingly.

                                                                10th April  2003


                     THAI DEVELOPMENT CAPITAL FUND LIMITED

Directors:                                                   Registered Office:
                                                             
C. S. Forbes                                                           3rd Floor
D. G. Lean                                                     36C Bermuda House
P. H. Smith                                                      Dr. Roy's Drive
                                                                     George Town                                        
                                                                    Grand Cayman
                                                             British West Indies

To the Shareholders
                                                       10th April  2003


Dear Shareholder

       Interim statement, announcement of further return of capital, and
           cancellation of the Company's London Stock Exchange listing


Introduction


The Thai Development Capital Fund was established in 1990, with an initial 10
year life.


In the Annual General Meeting held in December 2000, shareholders voted not to
extend the company's life and since then, against a backdrop of difficult
economic conditions, the directors have worked to dispose of the investment
portfolio and return to shareholders the capital thus realised.


The disposal process continues, and since 1998 shareholders have received
distributions of their original capital on three occasions, aggregating US$ 5.70
per share. As covered below, a further return of capital of US$ 0.07 per share
has been approved which will be paid on 30th April 2003.


The company has been listed on the London Stock Exchange since its
establishment. However in recent times the company's lack of activity has
resulted in infrequent changes in valuation, and announcements have only been
made of semi and full year results.  At a board meeting held in July 2002, the
directors reviewed the situation and decided to maintain the listing until early
2003. This was communicated to shareholders at the time and reported in the
accounts at 31st July 2002 which were distributed to shareholders directly and
to their nominees in October 2002.


A further board meeting  held on  4th April 2003 reconsidered the position. The
Directors decided that given the company's small amount of remaining assets, the
pending increase in listing fees, and inflation in the cost of making
announcements, it was no longer justifiable to remain a listed company.
Therefore in accordance with Chapter 1.21 of the listing rules of the Stock
Exchange, the Directors decided to give notice that the company's shares'
listing will be cancelled with effect from 16th May 2003.


Communications with shareholders will be maintained by means of either direct
contact and/or through their nominees. All shareholders are encouraged to ensure
that their updated contact details have been communicated to Mr. Lean (e-mail:
[email protected]), who has agreed to maintain such details, and will
remain responsible for ensuring that  messages or announcements are and will be
transmitted in good time.


Effect of the Decision


The main effect of the decision will be the removal of the costs associated with
listing, and a reduction in administrative and reporting duties. Shareholders
will continue to receive financial statements and information, either directly,
or through their nominees.  Further distributions of original capital  will be
made as and when sufficient funds become available from disposals, and to the
extent possible shareholders will be notified both directly and through their
nominees. The aim remains that of ensuring that as much capital as possible can
be returned to shareholders.


Return of Capital


The Directors have resolved that a further return of original capital  of
US$0.07 (seven cents) be made to shareholders on the register on 25th April
2003.


Beyond this, before any further return of capital can be made, recovery of
short-term loans or disposals of equity investments will be required. The
Directors do not anticipate any such additional repayment in the immediate
future. Post distribution, the company's net asset value will be US$0.04 per
share or US$70,000,  as shown in the financial summary below.


Financial information


The following summarises the Company's financial position as at 31st March 2003,
less the proposed return of capital referred to above:


                           31 March 2003                           31 July 2002
                                                                       (Note 1)
                    Note         US$'000                                US$'000

Investments        2,3                 0                                      0

Short-term loans     3                69                                    100

Cash                                 296                                    337

Liabilities          4              -173                                   -122

Return of Capital    5              -122                                      0

                                   -------                               --------
Net Assets           6                70                                    315
                                    ====                                   ====

Notes


1.       The results at 31st July 2002 are abridged and are taken from the
audited accounts for that year which were distributed to shareholders in October
2002.



2.       The Company has investments in two companies of greater than 20% of
those companies' issued share capital, which are associated undertakings for
which it does not equity account. Dividends from these undertakings are taken to
income when declared. Interest on loans made by the Company is recognised when
received.



3.       Remaining Portfolio Summary



Economic Management Limited (EML)

While the company has recovered from the difficulties last year and has expanded
production, it still remains vulnerable to the international market price of
shrimps. The company has been  reorganised, but it is unlikely that any recovery
of the investment will be made until 2004. The full provision made against the
investment reflects the uncertainties in achieving an exit from a primary
producer, or realising assets that are still dependent upon successful trading
in the second half of 2003 and the first half of 2004. A short term loan of
US$60,000 was made to the company to enable it to trade through difficult
circumstances in late 2002 and over the winter period of 2003. The loan is
scheduled for repayment in the first quarter of 2004.



Thai Universal Office Products Ltd. (TUOP)



TDCF successfully disposed of its equity in the company, and a convertible loan
is being repaid in instalments. Two of the four scheduled repayments have been
received, both payments several months behind the agreed terms. TUOP has
survived a dip in margins, but has secured new markets and has expanded
production facilities. The balance of the loans, against which a provision has
been carried since 2001,  is scheduled for repayment within the next year.



Prai Cosmetics Inc (PCI)



The investment has been fully provided against since 1999. The US company which
bought PCI's US assets has made progress in promoting and selling the range on
TV shopping networks. The best outcome for TDCF remains the eventual sale of the
business to a third party, as a result of which royalty payments could arise.
Since this eventuality cannot be predicted, the full provision has been
maintained.



4.       Liabilities include the amount of US$79,000 set aside to meet the
eventual costs of liquidation of the Company once investments have been disposed
of.



5.       On 4th April 2003 the directors approved a return of capital to
shareholders of US$ 0.07 (seven cents) per share. This represents a return of
original share capital and is made from the share premium account. It will paid
on 30th April 2003 to shareholders on the register on 25th April 2003. No
interim dividends were declared out of earnings during the period since the last
audited accounts date.



6.       The movement in net assets since 31st July 2002 is made up as follows:




                                             US$'000

Net assets at 31st July 2002                     315

Distribution to Shareholders                    -122

Provision for liquidation costs                  -79

Income received less operating costs             -44
                                              ---------

Net Assets at 31st March 2003                     70
                                                =====

7.       The net asset value per ordinary share  is calculated based on
1,754,500 shares in issue at each period end and throughout each period.



8.       The company is resident in the Cayman Islands for taxation purposes,
and is exempt from Cayman Island tax until the year 2010. The distribution (see
note 5 above) is a return of original share capital. Shareholders should seek
their own advice on the nature of the distribution as it might affect their tax
position.



9.       Copies of the interim accounts are available for inspection at the
company's registered address and at the registration agent, Bermuda
International Securities (UK) Ltd., at Austin Friars House, 2-6 Austin Friars,
London E2N 2HE, United Kingdom.



Summary


The removal of the Company's listing will take effect on 16th May 2003.


Yours faithfully,

The Board

                      This information is provided by RNS
            The company news service from the London Stock Exchange                                                                                                                                                        

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