SET Announcements
04 November 2004
Notify Board of Directors Meeting No.3/2547 and Book Closing
= Translation =
Ref. No. CK-04-0000-PO-L-0299
November 4, 2004
Re: Notify the Company's Board of Directors Meeting No. 3/2547 and the Closing date of the
Registrar's Book to conclude the rights for attending the 1/2547 Extraordinary Shareholders
Meeting
To: The President
The Stock Exchange of Thailand
Attachment : 1. Transaction Information of Share Acquisition of Thai Tap Water Supply
Company Limited
2. Transaction Information of Share Acquisition of Bangkok Expressway Public Company
Limited
3. 3. Information of Transaction Affiliated to the Shares of Bangkok Expressway Public
Company Limited
Whereas the Company's Board of Directors No. 3/2547 held on November 3, 2001 at
3.00 p.m. have made a resolution for several matters as follows:
1. Approval of the Company's option to buy the ordinary shares of Thai Tap
Water Supply Company Limited from General Akkradej Sasiprapa totaled 10,499,997 shares or
equivalent to 35% of the registered and paid-up capital, of which total value does not exceed Baht
1,628,000,000.
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.
Meanwhile, the Company's buying share volume of Thai Tap Water Supply Company
Limited totaled 53.78%, was categorized into type 1 under the Notification of the Stock Exchange of
Thailand (SET) referring assets acquisition and disposal of the listed companies. This requires the
Company to have information disclosure of the said transaction for SET as well as holding the
Company's shareholders' meeting to seek the shareholders' approval of the said transaction.
2. Approval of the Company's decision to take its right in buying ordinary
shares of Bangkok Expressway Public Company Limited from Tokyu Construction Company Limited
totaled 9,551,150 shares or equivalent to 1.24%. The rights to buy 5,100,000 shares or 0.66% from
Bang- Pa-In Land Company Limited and from other companies totaled 60,423,850 shares or 7.84%, of
which the total buying shares shall not exceed 75,075,000 shares or equivalent to 9.75% of the
registered and paid-up capital, of the value not exceed 1,752,250,500 Baht.
Meanwhile, the Company's buying share volume of Thai Tap Water Supply Company
Limited totaled 62.55%, was categorized into type 1 under the Notification of the Stock Exchange of
Thailand (SET) referring the Rules, Regulations and Disclosure of Assets Acquisition and Disposal of
the listed companies. Therefore, the Company has to disclose information to SET following the said
transaction as well as holding the Company's shareholders' meeting to seek the shareholders' approval
of the said transaction.
3. Approval of a rectification for the Company's investment in South East Asia
Energy Company Limited (a subsidiary) totaled 8,999,995 shares or equivalent to 89.99995 % of the
amount of Baht 100,000,000 registered capital.
4. Approval of the Company's sell and/or waive its rights to buy capital increased
shares; and/or transfer the rights to buy ordinary shares of Southeast Asia Energy Company Limited to
other natural person or juristic person. Resultantly, there shall be a joint investor holding shares at the
ratio of 65-75% of the said company's registered capital, and so as to minimize the Company's
shareholding to only 25-35% of the said company's registered capital. The meeting requested the
Board of Directors to authorize the executive directors in making decision and approval of any details,
sales price and any terms and conditions of share option sales to other natural person or juristic person
accordingly. Upon the aforesaid Company's sell and/or waive its rights to buy capital increased
shares; and/or transfer the rights to buy ordinary shares to other natural person or juristic person, of
which the Company' s shareholding in Southeast Asia Energy Company Limited to be only 25-35% of
the said company's registered capital.
5. Approval for the Company's summon of the extraordinary shareholders meeting No.
1/2547 on Tuesday, 21 December, 2004 at 9:30 a.m., and to be held at the 4th Floor, Conference Room
Venue, Viriyathavorn Building, No. 587, Suthisarn Road, Khwaeng Dindaeng, Khet Dindaeng, Bangkok
Metropolis, the Company will issue an appointment letter on the shareholder's meeting to SET prior
sending to the shareholders within at least 5 working days, as to discuss the following matters :
Agenda 1Confirmation of the Minutes of the 2004 Annual Shareholders' Meeting.
The Board's opinion : The meeting should confirm the minutes of the 2004
annual shareholders' meeting.
Agenda 2 Consider and request an approval of the Company's option to buy ordinary
shares of Thai Tap Water Supply Company Limited.
The Board's opinion : The meeting should approve the Company's option to
buy ordinary shares of Thai Tap Water Supply
Company Limited as proposed by the Board of
Directors.
Agenda 3Consider and request an approval of the Company's option to buy ordinary
shares of Bangkok Expressway Public Company Limited.
The Board's opinion : The meeting should approve the Company's option to
buy ordinary shares of Bangkok Expressway Public
Company Limited as proposed by the Board of
Directors.
Agenda 4 Consider to sell and/or waive its rights to buy the capital increase shares
and/or transfer the rights to buy ordinary shares of Southeast Asia Energy Company Limited to other
natural person or juristic person.
The Board's opinion : The meeting approved of the Company's option to sell
and/or waive its rights to buy capital increase shares;
and /or transfer the rights to buy ordinary shares of
Southeast Asia Energy Company Limited to other
natural person and/or juristic person. Resultantly, there
shall be a joint investor holding shares at the ratio of
65-75% of total registered capital and the Company's
investment ratio in that company will be minimized to
only 25-35% of the registered capital as proposed by
the Board of Directors.
Agenda 5Other matters (if any)
6.Approval of the Company's closing date of the registrar's record to conclude the
shareholder's rights in attending the extraordinary shareholders' meeting No.1/2547 to be held on
December 1, 2004 from 12:00 hours to an adjournment of the shareholders meeting.
For your information.
Sincerely yours,
= Mr. Plew Trivisvavet =
( Mr. Plew Trivisvavet )
Chief Executive Officer
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