SET Announcements

SET Announcements

06 October 2006

Additional Information investing in PTW

(Translation) No. CK-06-0000-PO-L-0378 October 6, 2006 Re: Additional Information of Consecutive Circumstances in Investing in Pathum Thani Water Co., Ltd. Attn: President of the Stock Exchange of Thailand Reference is made to the fact that CH. Karnchang Public Company Limited ("CK") previously notified the Stock Exchange of Thailand on the additional information regarding the purchase of ordinary shares of Pathum Thani Water Co., Ltd. ("PTW') on October 3, 2006. The Company hereby additionally amends on information of consecutive circumstances in investing in PTW during 1998-1999, regarding the purchase of ordinary shares in PTW from CH. Karnchang Holding Co., Ltd. as follows. - On March 9, 1998, as CK sold 1,487,700 shares in PTW to CH. Karnchang Holding Co., Ltd. at the price of Baht 78.83 per share on the fact that Thailand had crisis in economy in 1997 and the company had its operation's outcome according to the loss interest process. The management therefore agreed to decrease the unsteadiness that may arise in investment of the company by considering on the investment in PTW which still had an unsteadiness since PTW had not yet commenced its service and also had a loss operation's outcome at that time. Furthermore, the company also had a quite high proportion of the obligation under the Sponsors Support Agreement, the company thus also decreased its shareholding as well as decreasing of obligation under the Sponsors Support Agreement - As the purchase on November 3, 1999, CK was granted approval from its Extraordinary Shareholder's Meeting No.1/1999 to purchase 1,774,220 shares in PTW from CH. Karnchang Holding Co., Ltd. amounting Baht 218,770,000 according to the connected transactions by using the working capital of company. In this regard, the company delivered the information of connected transactions to the shareholders that the book value per share of PTW as of June 30, 1999 equaled to Baht 81.10 per share. Furthermore, due to the Sponsors Support Agreement from the major shareholders that CK had to support more on such transactions according to the proportion of CH. Karnchang Holding Co., Ltd. of which expected to additionally support once again at around Baht 200 MB as of the end of 1999. Comprising from the previous operation of PTW since the commencement of operation from October 15, 1998 without facing any obstacles, the average of cash flow under the premise has been in consonance with the fact of such scheme and also giving a return rate of scheme equaled to be the percentage of 12.04 which shall be deemed to be the suitable return rate at one level. Moreover, the shareholders also would have receive dividend and capital gain because PTW has plan on fund raising by taking shares to be registered in the Stock Exchange of Thailand upon the operation outcome would be in accordance with in line of the registration of the Stock Exchange of Thailand. In this connection, The Industrial Finance Corporation of Thailand and IFCT Advisory Co., Ltd. were the independent financial advisor issued their comments concerning such transactions dated October 12, 1999 and also opined that the share value in accordance with the present value valuation method of discounted cash flow rate equaled to the percentage of 11.00 and gaining share value of Baht 123.31 per share. This therefore was the appropriate price and benefited to CH. Karnchang Public Company Limited. and its shareholders that had the entire sale and purchase price of Baht 218,770,000. On November 8, 1999, CK merely purchased 1,553,820 shares in PTW at the price of Baht 123.31 per share, totaling Baht 191,601,544.20 including the purchase from CH. Karnchang Holding Co., Ltd. of the right to receive repayment, namely, the obligation under the Sponsors Support Agreement in the principal of Baht 162,532,889.44 and interest of Baht 25,379,996.36 totaling Baht 187,912,885.80 and the price would be Baht 244.25 per share upon including the obligation, thereby holding 3,206,820 shares representing 29.10 percent of the registered capital. Please be informed accordingly. Very truly yours, (Mr. Anukool Tuntimas) Executive Vice President Human Resource and General Administration