SET Announcements

=TRANSLATION= Information of Stock Acquisition of Thai Tap Water Supply Company Limited According to the 3/2547 Directors' Meeting of CH. Karnchang Public Company Limited held on November 3, 2004, the said meeting has made a resolution to take the option of acquired ordinary shares of Thai Tap Water Supply Company Limited as follows: 1. Date of Transaction Following the approval of the Shareholders' Meeting to make transactions. 2. The Transaction Party The Buyer : CH. Karnchang Public Company Limited The Seller : General Akkradej Sasiprapa Number of Shares: 10,499,997 shares, accounted for 35% of the total registered and paid-up capital Transaction Value : Total amount not exceeding Baht 1,627,499,535 Relationship : No relation with the Company's Organization 3. Nature of the Transaction The Company has executed an agreement to take an option to buy shares of Thai Tap Water Supply Company Limited totaled 10,499,997 shares at first for not exceeding Baht 1,628 million (the share value granted as being estimated by the freelance financial consultant that should be more than the aforesaid buying price) from General Akkradej Sasiprapa totaled 10,499,997 shares or equivalent to 35% of the registered and paid-up capital. In this respect, the Company shall be paid equivalent to 90% of the first price in accordance with the agreement for the amount of Baht 1,465 million to right grantor, as to guarantee such buying shares. (Following to the disclosure in remarks of Notes to Consolidated Financial Statements for the years ended 30 June 2004) Thus, the Company hereby take an option to buy the said shares, following to exercise its right, the Company's shareholding in Thai Tap Water Supply Company Limited shall be increased to 50% of the registered and paid up capital. The said acquisition volume is based on the Notification of the Stock Exchange of Thailand referring the Rules and Regulations of Information Disclosure for Assets Acquisition and Disposal of the Listed Company, which in this case the acquired assets are equivalent to 53.78% and categorized into type 1 thereof. According to the said SET notification, it requires disclosure of the said information for the Stock Exchange of Thailand and the approval of the shareholders' meeting of shareholders must be sought for the said report arrangement. 4. Details of the Acquired Assets A. Nature of Business Name : Thai Tap Water Supply Company Limited Location: 30/10, Moo12, Tambon Raiking, Amphur Sampran, Changwat Nakorn Pathom Nature of Business : The Company deals in the business of water operation and distribution for the Provincial Waterworks Authority to supply water in the provinces of Nakorn Pathom and Samut Songkram. The business is a joint venture between the Company and Thames Water International (Thailand) Company Limited, which has been granted waterworks concession from the Provincial Waterworks Authority on the basis of Build Own and Operation (BOO). BOO means that Thai Tap Water Supply Company Limited shall make investment for operation and distribution system construction, and the said system shall not be vested to PWA upon expiration of the concession contract that will last for 30 years from July 21, 2004. B. Structure of the Shareholders As of September 30, 2004, Thai Tap Water Supply Company Limited has retained a registered and paid-up capital of Baht 3,000 million, divided into 30 million ordinary shares of Baht 100 par value, of which the Company's major shareholders are as follows: Number of shares % 1. Thames Water Public Company Limited 14,670,000 48.90 *2.General Akkradej Sasiprapa 10,499,997 35.00 3. CH. Karnchang Public Company Limited 4,500,000 15.00 4. Thames Water International (Thailand) Co., Ltd. 300,000 1.00 5. Thames Water International Service Co., Ltd. 30,000 0.10 6. Mr. Sombat Kijjaluck 1 - 7. Mr. Narong Sangsuriya 1 - 8. Mr. Prasert Marittanaporn 1 - Total 30,000,000 100.00 * Remarks : Duration on abiding for change of the shareholder's list registration. D. Summary of Financial Status A summary of the audited financial report and business performance of Thai Tap Water Supply Company Limited as of December 31, 2001-2003 as well as the internal balance sheet as of June 30, 2004 is as follows: ( Unit : Thousand Baht ) 2001 2002 2003 30 June 2004 Current Assets 225,214 498,397 99,037 201,142 Fixed Assets 1,573,085 5,452,074 9,036,582 9,798,398 Total Assets 3,209,987 6,488,726 9,157,407 9,999,564 Current Liabilities 220,949 686,575 230,200 88,468 Long term Liabilities 2,125,000 4,214,000 6,430,000 7,000,000 Total Liabilities 2,345,949 4,900,575 6,660,200 7,088,468 Registered and Paid-up Capital 1,000,000 1,876,000 2,812,000 3,000,000 Shareholders' Equity 864,038 1,588,151 2,497,207 2,911,096 Total Income 1,017 640 4,635 283,559 Sales Cost - - - - Operation Cost 136,276 152,887 31,579 12,831 Net Profit (Loss) (135,259) (151,887) (26,944) 225,888 5. Reciprocated Value The reciprocated value to be paid by the Company shall not exceed Baht 1,628 million, of which the Company has placed a deposit and paid the price in the amount of Baht 1,465 million to the Seller. Thus, the reciprocated value should have to pay additionally for Baht 160 million. 6. Value of the Assets Acquisition The Company's acquired assets are the ordinary shares of Thai Tap Water Supply Company Limited in the amount of 10.5 million shares as to the book value of the unaudited report on June 30, 2003, of which the acquired assets totaled Baht 1,019 million. 7. Source of Fund for Acquisition The Company will utilize the cash flows retained from the business operation for buying these shares, since the Company has already placed deposits and paid the price in the amount of Baht 1,465 million to the Seller. Thus, the Company shall pay the outstanding balance in the amount of Baht 160 million. 8. Criteria of Transaction Share Pricing Pricing of the transaction shares of Thai Tap Water Company Limited is the fair price at Baht 155 per share as agreed by both transaction parties (the share value granted as being estimated by the freelance financial consultant that should be more than the aforesaid buying price), and also agreed by the Company as a fair price. 9. Expected Interest for the Company As a shareholder of Thai Tap Water Supply Company Limited, the Company shall have interests derived from the Company's performance and the dividend. 10. Transactional Conditions To fulfill the aforementioned transactions, an approval of the shareholders" meeting of CH. Karnchang Public Company Limited must be sought. It also requires 3/4 of the total shareholders' votes or the shareholders' proxy (if any) who attend the said meeting and is entitled to cast votes with no consideration of the Company's stakeholders. The Company certifies that all of the said information is true and correct. Signed by : =Mr.Plew Trivisvavet= ( Mr.Plew Trivisvavet ) Chief Executive Officer Remarks : * The Company had been informed from the seller on November 2, 2004 that should the Company exercises its right to buy such amount of shares in accordance with the granted right contract by December 16, 2004, the right grantor would designate the Company to have to additionally pay the remuneration in the rate of Baht 7.5 per share as for the every 6 months of period extension from December 17, 2003 thenceforth. - 1 -