SET Announcements
12 January 2006
TTW(Subsidiary) Purchases Ordinary Shares in Water Flow
No. CK-06-0000-PO-L-0014
January 11, 2006
Re: Thai Tap Water Supply Co., Ltd. (Subsidiary) Purchases Ordinary
Shares in Water Flow Co., Ltd.
Attn.: The President of the Stock Exchange of Thailand
CH. Karnchang Public Company Limited hereby notifies the resolution
passed by the Executive Board Meeting No. 2/2006 on January 10, 2006,
granting approval for Thai Tap Water Supply Co., Ltd. (Subsidiary) to
purchase 99,994 ordinary shares or 99.994 percent of the registered
capital in Water Flow Co., Ltd. from existing shareholders as at the
transaction date, at the price of not exceeding Baht 7,000 per share, for
the total amount of not exceeding Baht 669,958,000, as per the following
details:
1. Transaction Date and Related Parties
1.1 Transaction Date
Within February 2006
1.2 Related Parties
Purchaser : Thai Tap Water Supply Co., Ltd. (Subsidiary)
Seller : Existing shareholders as at the transaction date
(persons who are not connected persons of the Company)
2. General Description
2.1 Water Flow Co., Ltd. operates the business of providing services
for the management and maintenance of the public utilities with respect
to the Water Supply Project of Thai Tap Water Supply Co., Ltd.;
2.2 At present, Water Flow Co., Ltd. has issued and paid-up capital
in the amount of Baht 10,000,000, divided into 100,000 ordinary shares, at
the par value of Baht 100 per share;
2.3 The summary of financial position and results of operation of
Water Flow Co., Ltd. as at December 31, 2004 is as follows:
(Unit: Thousand Baht)
Balance SheetTotal assets 140,261
Total liabilities 74,939
Shareholder's equity 65,322
Book value per share 653.22
Income StatementTotal revenue 208,232
Total expenses 150,194
Net income 39,786
3. Total Transaction Value and Payment Method
3.1 Total Transaction Value : Thai Tap Water Supply Co.,
Ltd. will purchase 99,994 ordinary shares in Water Flow Co., Ltd. at the
price of not exceeding Baht 7,000 per share in the total amount of not
exceeding Baht 699,958,000. The volume of the acquisition, 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 7.86 percent, which has a value lower
than 15 percent and is not an issuance of securities in consideration of
the acquisition of such assets. Such transaction therefore does not fall
under the criteria under the Stock Exchange of Thailand Notification and
is not deemed as a connected transaction.
3.2 Payment Method : Payment in cash will be made on the
date of transfer of ownership.
4. Fund Source : Proceeds from capital increase of Thai Tap Water
Supply Co., Ltd.
Please be informed accordingly.
Very truly yours,
(Mr. Plew Trivisvavet)
Chief Executive Officer