SET Announcements

=Translation= Information Memorandum on Acquisition of Shares in Thai Tap Water Supply Co., Ltd. The Board of Directors Meeting No. 3/2005 of CH. Karnchang Public Company Limited, held on April 28, 2005, resolved that the Company purchased ordinary shares of Thai Tap Water Supply Co., Ltd. as per the following details: 1. Transaction Date After receipt of approval from the Shareholders Meeting for execution of the transaction. 2. Contractual Parties Purchaser :CH. Karnchang Public Company Limited Sellers :Thames Water International Service Ltd. Thames Water International (Thailand) Ltd. Thames Water Public Company Limited Amount of Shares :15,000,000 shares representing 50 percent of the registered and paid-up capital Transaction Value :A total of not exceeding Baht 3,600,000,000 Relationship :Parties without connection with the Company 3. General Characteristics of the Transaction The Company shall enter into a share purchase agreement for 15,000,000 shares in Thai Tap Water Supply Co., Ltd. at the purchase price of not exceeding Baht 3,600 Million (the share value appraised by the independent financial advisor shall be higher than such price) from Thames Water International Service Ltd., Thames Water International (Thailand) Ltd., and Thames Water Public Company Limited, totaling 15,000,000 shares at the par value of Baht 100 per share, representing 50 percent of the registered and paid-up capital. After the acquisition of such shares, the Company shall hold 99.99 percent of the registered and paid-up capital of Thai Tap Water Supply Co., Ltd. The volume of the acquisition transaction, if calculated in accordance with the Stock Exchange of Thailand Notification Re: Rules, Procedures and Disclosure on Acquisition or Disposition of Assets of Listed Companies, shall represent 103.68 percent, which therefore falls under Class 4 Transaction pursuant to the said Notification, and shall not be treated as a new listing application since the acquired business has a volume not larger than 120 percent of the volume of the Company; the acquired business is a mutually supporting business to the Companys business; the Company has no policy to make a major change in its primary business; the acquisition of assets of said company renders said company to have suitable qualifications for listing with the Stock Exchange in the future; and there will be no material change in the composition of the board of directors of the Company and the controlling power. Therefore, it would be necessary to disclose information on execution of such transaction to the Stock Exchange and convene a shareholders meeting to seek approval for the execution of such transaction. 4. Details of Acquired Assets A. Nature of Business Name :Thai Tap Water Supply Co., Ltd. Address :30/10 Moo 12 Tambol Rai Khing, Amphur Sam Phran, Nakhon Pathom Province Nature of Business :Production and distribution of tap water to the Provincial Waterworks Authority in Nakhon Pathom Province and Samut Songkram Province, through a joint investment between the Company and Thames Water International (Thailand) Ltd., under a concession granted by the Provincial Waterworks Authority, on a Build, Own and Operate (BOO) basis, whereby Thai Tap Water Supply Co., Ltd. invested in the construction of the tap water production and distribution systems and upon completion of the concession period, the title to the tap water production and distribution systems shall not be required to be transferred to the Provincial Waterworks Authority, with a concession period of 30 years commencing from July 21, 2004 to July 21, 2034. B. Shareholding Structure On December 30, 2004, the registered and paid-up capital of Thai Tap Water Supply Co., Ltd. amounts to Baht 3,000 Million, divided into 30 million ordinary shares at the par value of Baht 100 per share. The names of the major shareholders are as follows: Shares % 1. CH. Karnchang Public Company Limited 14,999,997 49.99 2. Thames Water Public Company Limited 14,670,000 48.90 3. Thames Water International (Thailand) Ltd.300,000 1.00 4. Thames Water International Service Ltd. 30,000 0.10 5. Mr. Sombat Kitjalaksana 1 0.000003 6. Mr. Narong Sangsuriya 1 0.000003 7. Mr. Prasert Marittanaporn 1 0.000003 Total 30,000,000 100.00 C. Summary of Financial Condition The summary of the financial condition and the results of operation of Thai Tap Water Supply Co., Ltd. as audited by the auditor as at December 31, 2001-2004 is as follows: (Unit: Thousand Baht) 2001 2002 2003 2004 Current assets 225,214 498,397 99,037 459,810 Fixed assets 1,573,085 5,452,074 9,036,582 9,753,937 Total assets 3,209,987 6,488,726 9,157,407 10,213,747 Current liabilities 220,949 686,575 230,200 235,967 Long-term liabilities 2,125,000 4,214,000 6,430,000 6,860,000 Total liabilities 2,345,949 4,900,575 6,660,200 7,095,967 Registered and paid-up capital 1,000,000 1,876,000 2,812,000 3,000,000 Shareholder's equity 864,038 1,588,151 2,497,207 3,117,780 Total income 1,017 640 4,635 889,910 Cost of sales - - - 274,063 Operating expenses 136,276 152,887 31,579 27,093 Net profit (loss) (135,259) (151,887) (26,944) 432,573 Net profit (loss) per share (Baht) (24.28) (11.30) (1.15) 14.42 Number of Shares (million) 10 18.76 28.12 30.00 5. Value of Consideration The value of consideration to be paid by the Company shall not exceed Baht 3,600 Million. 6. Value of Acquired Assets The assets acquired by the Company are 15 million ordinary shares in Thai Tap Water Supply Co., Ltd., at an audited book value of Baht 103.92 as at December 31, 2004. Therefore, the total value of the acquired assets amounts to Baht 1,558,800,000. 7. Source of Funds for the Acquisition The Company shall acquire such shares by utilizing funds derived from the Companys operating cash flow and funds from financial institutions. 8. Basis for Calculation of the Transaction Value The transaction value of shares in Thai Tap Water Supply Co., Ltd. is fixed at the price of not exceeding Baht 240 per share, which is the price as mutually agreed upon between both contractual parties (the share value appraised by the independent financial advisor shall be higher than such price) and the Company is of the view that such price is reasonable. 9. Benefits expected to be obtained by the Company The Company shall derive benefits in its capacity as a shareholder in Thai Tap Water Supply Co., Ltd. from the results of operation and dividend. Base on the outcome from operation commencing June 30, 2004 onwards, Thai Tap Water Supply Company Limited has regularly gained profit from its operation whereby to reflect the indication on remuneration from the investment of the Company as to receive worthy remuneration in return. 10. Opinions of the Board Directors and Audit Committees The Board of Directors and Audit Committees have had opinions that the aforementioned Acquisition transaction being exercised properly and beneficially for the Company. Since such transaction will support in value increasing to the Company, of which the nature of business that to support each other as well as a fair price including the concerned conditions. 11. Conditions of Execution of the Transaction The execution of the foregoing transaction shall require approval of the Shareholders Meeting of CH. Karnchang Public Company Limited with not less than three-fourths of the total number of votes of the shareholders or proxies (if any) attending the Meeting and having the right to vote, excluding the votes of interested shareholders. The Company hereby certifies that the foregoing information is true and correct in all respects. Signed: (Mr. Plew Trivisvavet) Chief Executive Officer ?? ?? ?? ?? 6