SET Announcements

CH. KARNCHANG PUBLIC COPANY LIMITED Connected Transaction Disclosure The Board of Directors of CH. Karnchang Public Company Limited (The Company) No.4/1999 held on 27th September, 1999, have resolved to acquire common shares in Bangkok Concrete Industry Co., Ltd. in stake of 49.99% from Mahasiri Siam Co., Ltd., and common shares of Pathum Thani Water Co., Ltd. in stake of 16.10% from CH. Karnchang Holding Co., Ltd. The details of the transaction are described as follows: 1. Bangkok Concrete Industry Co., Ltd. A. The date of entering into the transaction occurred and Contractual Parties : The Company's Board of Directors Meeting No.4/1999 held on 27th September, 1999 have resolved to propose Shareholders Meeting No.1/1999 for consideration of common shares acquisition in Bangkok Concrete Industry Co., Ltd. in approximate amount of Baht94.28 million in which the said transaction would occur after get approval from the Shareholders Meeting. Buyer : CH. Karnchang Public Company Limited Seller : Mahasiri Siam Co., Ltd. Relation with The Company :As of 30th April, 1999, Mahasiri Siam Co., Ltd. is The Company's shareholder who held 24.63% of total paid- up shares. B. Information about the connected assets : According to SET's Announcement re. Disclosure of Connected Transactions, the acquisition of common shares of Bangkok Concrete Industry Co., Ltd. in stake of 49.99% is connected transaction. Then The Company has to ask for approval from Shareholders Meeting not less than three forth of vote of shareholders or their assignees who attended in the Meeting and have right to vote in which excluding sharehoders who are the connected persons in this connected transaction. The Company will acquire common shares in Bangkok Concrete Industry Co., Ltd. which supply of concrete-related spun pile and pile driving services. Information of acquired securities Name of security issuer : Bangkok Concrete Industry Co., Ltd. Type of security : Common share Business : Produce and supply of concrete-related spun pile and pile driving services Office location : 30/1 Moo 4 Udomchonlajorn, A.Muang, Chachoengsao Registered capital : Baht 170,000,000.- Paid-up capital : Baht 170,000,000.- Major shareholders : Mahasiri Siam Co. 49.99% Bilfinger + Berger Bauaktiengesellschaft Co. 36.76% UTM Engineering and Construction Co. 6.62% Metropolitan Concrete Products Co. 6.62% Board of Directors : 1. Mr. Uthai Chumlaksana 2. Mr. Ratn Santaannop 3. Mr. Narong Sangsuriya 4. Mr. Juerg Bichsel 5. Mr. Gunter Niebergall 6. Mr. Panom Sihabutra 7. Mr. Natthaporn Promsutthi C. Value of the Consideration : The acquisition price will be Baht94.28 million. The payment of the share acquisition will be settled in cash. D. Details of connected persons and related persons This transaction is the connected transaction in which the seller (Mahasiri Siam Co.) as the major shareholder of The Company (Buyer) holds 24.63% as of 30th April, 1999. In addition, Mahasiri Siam Co. has directors participating in The Company. Thus, the persons considered as connected persons have no right to vote for the transaction. By the way, the list and shares of the connected persons who have no right to vote for this transaction in the Shareholders Meeting is presented as follows:- Connected persons Share holding (shares) Relation as of 30th April, 1999 1. Mahasiri Siam Co. 25,866,700 Co-Shareholder 2. CH. Karnchang Holding Co. 23,558,950 Co-Shareholder 3. CK Office Tower Co. 7,500,000 Co-Shareholder 4. Mr. Thavorn Trivisvavet 1,648,100 Co-Shareholder 5. Mr. Plew Trivisvavet 593,200 Co-Shareholder & Co-Director 6. Mr. Prasert Trivisvavet 200,000 Co-Shareholder & Co-Director 7. Mr. Yim Trivisvavet 723,400 Co-Shareholder & CH.Karnchang Holding's Director 8. Mr. Kamthorn Trivisvavet 1,125,000 Co-Shareholder & Co-Director 9. Mr. Thep Trivisvavet - Mahasiri Siam's Major Shareholder E. and F. Position of management team, the relation with the Management, and their position in The company : (in clause D) G. Nature of the transaction and scope of interest of connected persons: Both Buyer and Seller have relation in terms of share holding and management according to the clause D. 2. Pathum Thani Water Co., Ltd. A. The date of entering into the transaction occurred and Contractual Parties : The Company's Board of Directors Meeting No.4/1999 held on 27th September, 1999 have resolved to propose Shreholders Meeting No.1/1999 for consideration of common shares acquisition in Pathum Thani Water Co., Ltd. in approximate amount of Baht218.77 million in which the said transaction would occur after get approval from the Shareholders Meeting. Buyer : CH. Karnchang Public Company Limited Seller : CH. Karnchang Holding Co., Ltd. Relation with The Company :As of 30th April, 1999, CH. Karnchang Holding Co. is The Company's shareholder who holds 22.44% of total paid-up shares. B. Information about the connected assets : According to SET's Announcement re. Disclosure of Connected Transactions, the acquisition of common shares of Pathum Thani Water Co., Ltd. in stake of 16.10% is connected transaction. Then The Company has to ask for approval from Shareholders Meeting not less than three forth of vote of shareholders or their assignees who attended in the Meeting and have right to vote in which excluding sharehoders who are the connected persons interested in this transaction. The Company will buy common shares of Pathum Thani Water Co., Ltd. which operates and supplies tap water for Provincial Waterworks Authority. Information of acquired securities Name of security issuer : Pathum Thani Water Co., Ltd. Type of security : Common share Business : operates and supplies tap water Office location : 43 Moo 3 Cheangraknoi-Bangsai Rd, A.Samkhok, Pathum Thani Registered capital : Baht 1,102,000,000.- Paid-up capital : Baht 1,102,000,000.- Major shareholders : Thames Water International (Thailand) Co. 31.10% CH. Karnchang Holding Co.16.10% CH. Karnchang Plc. 15.00% Beri Jucker 15.00% Capital Rice Co. 9.80% Thai Military Bank Plc. 4.00% Provincial Waterworks Authority 5.00% Board of Directors : 1. Mr. Ian B. Ritchie 2. Mr. Pira Intaratood 3. Mr. Kamthorn Trivisvavet 4. Mr. Narong Sangsuriya 5. Mr. David Loyn Nichol 6. Mr. Worapong Pitchpongsa 7. Mr. Wanchai Kooprasert C. Value of the Consideration : The acquisition price will be Baht218.77 million. The payment of share acquisition will be settled in cash. D. Details of connected persons and related persons This transaction is the connected transaction in which the seller (CH. Karnchang Holding Co.) as the major shareholder of The Company (Buyer) holds 22.44% as of 30th April, 1999. In addition, CH. Karnchang Holding Co. has directors participating The Company. Thus, the persons considered as connected persons have no right to vote for the transaction. By the way, the list and shares of the connected persons who has no right to vote for this transaction in the Shareholders Meeting is presented as follows:- Connected persons Share holding (shares) Relation as of 30th April, 1999 1. Mahasiri Siam Co. 25,866,700 Co-Shareholder 3. CH. Karnchang Holding Co. 23,558,950 Co-Shareholder 2. CK Office Tower Co. 7,500,000 Co-Shareholder 4. Mr. Thavorn Trivisvavet 1,648,100 Co-Shareholder 5. Mr. Plew Trivisvavet 593,200 Co-Shareholder & Co-Director 6. Mr. Prasert Trivisvavet 200,000 Co-Shareholder & Co-Director 7. Mr. Yim Trivisvavet 723,400 Co-Shareholder & CH.Karnchang Holding's Director 8. Mr. Kamthorn Trivisvavet 1,125,000 Co-Shareholder & Co-Director 9. Mr. Thep Trivisvavet -Mahasiri Siam's Shareholder E. and F. Position of management team, the relation with the Management, and their position in The company : (in clause D) G. Nature of the transaction and scope of interest of connected persons: Both Buyer and Seller has relation in terms of share holding and management according to the clause D.