SET Announcements
29 August 2005
Notification of Resolutions,Closing Date
No. CK-05-0000-PO-L-0225
August 26, 2005
Re: Notification of Resolutions of the Board of Directors
Meeting No. 6/2005 and Notification of the Closing Date of the Share
Register for Suspension of the Share Transfer for the Right to
Attend the Extraordinary General Meeting of Shareholders No. 2/2005
Attn: President of the Stock Exchange of Thailand
Enclosure: Information Memorandum on Disposition of Shares in
Thai Tap Water Supply Co., Ltd.
The Board of Directors Meeting No. 6/2005, held on August 26,
2005, resolved on various matters as per the following details:
1. Approval was granted for the Company to sell ordinary
shares in Thai Tap Water Supply Co., Ltd. to Bangkok Bank Public
Company Limited, in the amount of 750,000 shares or representing 2.5
percent of the registered capital, at the price of Baht 290 per
share, totaling Baht 217,500,000 (Two Hundred Seventeen Million Five
Hundred Thousand Baht Only).
2. Approval was granted for the Company to sell ordinary
shares in Thai Tap Water Supply Co., Ltd. to Thai Military Bank
Public Company Limited, in the amount of 750,000 shares or
representing 2.5 percent of the registered capital, at the price of
Baht 290 per share, totaling Baht 217,500,000 (Two Hundred Seventeen
Million Five Hundred Thousand Baht Only).
3. Approval was granted for the Company to sell ordinary
shares in Thai Tap Water Supply Co., Ltd. to Bangkok Expressway
Public Company Limited, in the amount of 1,450,000 shares or
representing 4.83 percent of the registered capital, at the price of
Baht 290 per share, totaling Baht 420,500,000 (Four Hundred Twenty
Million Five Hundred Thousand Baht Only).
In this regard, the volume of all translations of sale of
ordinary shares in Thai Tap Water Supply Co., Ltd., if calculated in
accordance with the Stock Exchange of Thailand Notification, Re:
Rules, Procedures and Disclosure on Disposition of Assets of Listed
Companies, shall represent 7.61 percent, which has a value lower
than 15 percent and is not an issuance of securities in
consideration of an acquisition of assets. Since the transaction
under Clause 3 is a disposition of shares in Thai Tap Water Supply
Co., Ltd. to Bangkok Expressway Public Company Limited, if
calculated in accordance with the Stock Exchange of Thailand
Notification, Re: Rules, Procedures and Disclosure on Connected
Transactions of Listed Companies, the transaction value shall exceed
3 percent of the net tangible assets value. However, Mr. Plew
Trivisvavet holds the position of Chief Executive Officer of CH.
Karnchang Public Company Limited and concurrently holds the
positions of Chairman of the Executive Board and the Nomination
Committee of Bangkok Expressway Public Company Limited, and who, at
the same time, is authorized by the Company to monitor as the
Company is the major shareholder of Bangkok Expressway Public
Company Limited. As a result this transaction is exempted in
accordance with the Stock Exchange of Thailand Notification, Re:
Disclosure of Information and Act of Listed Companies Concerning
Connected Transactions, thus it is not deemed as a connected
transaction. Nevertheless, the Company intends to disclose
information on execution of such transaction to the Stock Exchange
of Thailand, and convene a Shareholders Meeting to seek approval for
the execution of such transaction.
4. Approval was granted for the Company to convene the
Extraordinary General Meeting of Shareholders No. 2/2005 on
Wednesday, October 5, 2005 at 9:00 a.m. at the Conference Room on
4th Floor, No. 587 Viriyathavorn Building, Sutthisarn Road, Dindaeng
Subdistrict, Dindaeng District, Bangkok. With the agenda of the
Meeting as follows:
Item 1 To consider and approve the Minutes of the Extraordinary
General Meeting of Shareholders No. 1/2005
Opinion of the Board:It was deemed appropriate for the
Meeting to approve the Minutes of the Extraordinary General Meeting
of Shareholders No. 1/2005.Item 2 To sell ordinary shares in
Thai Tap Water Supply Co., Ltd. to Bangkok Expressway Public Company
Limited
Opinion of the Board:It was deemed appropriate for the
Meeting to grant approval for the Company to sell ordinary shares in
Thai Tap Water Supply Co., Ltd. to Bangkok Expressway Public Company
Limited, totaling 1,450,000 shares or 4.83 of the registered
capital, at the price of Baht 290 per share, totaling Baht
420,500,000 (Four Hundred Twenty Million Five Hundred Thousand Baht
Only).Item 3 To consider other matters (if any)
6. Approval was granted for the Company to determine the
closing date of the share register for suspension of the share
transfer for the right to attend the Extraordinary General Meeting
of Shareholders No. 2/2005 on September 14, 2005 at 12:00 p.m.,
until such time as the Extraordinary General Meeting of Shareholders
adjourns.
Please be informed accordingly.
Very truly yours,
(Mr. Plew Trivisvavet)
Chief Executive Officer
??
??
??
??
(Translation)
3
(Translation)