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