SET Announcements

1998 to 1st December 2023. Subsequently, OPCO subcontracted to BJT due to the fact that the primary business of OPCO is to provide services of management and maintenance of public utilities of the "Pathumthani-Rangsit Water Supply Project", whereby OPCO engaged BJT, which has experience and expertise in tap water production system, to provide services in relation to maintenance and quality control of public utilities, namely, wastewater treatment system, tap water production and distribution system, as well as provide engineering services. 25th Dec. 2006 The Board of Directors resolved to grant approval for PTW, to adjust its structure (due to the fact that PTW entered into an agreement with PWA to increase its production capacity by 70,000 cubic meters per day) and that PTW entered into the Operation and Maintenance Agreement ("O&M") with Pathum Thani Operations Company Limited ("OPCO"), requiring OPCO to manage and maintain the tap water production system for PTW as well as to be responsible for all expenses in production, such as, cost of chemicals, cost of electricity, labor cost and cost of maintenance of various systems, except costs of spare parts under the responsibility of PTW, whereby PTW agreed to pay the management fees to OPCO at the rate adjustable on a yearly basis according to the growth rate of the General Consumer Price Index, and OPCO also subcontracted BJT under the same conditions, thereby causing expenses in such respect to PTW; initially, PTW was required to enter into such agreements because it was the intention of the former joint investor (led by Thames Water Group), by taking the following steps: 1. PTW shall increase its registered capital by Baht 1,650 million to Baht 2,752 million. 2. PTW shall terminate the O&M Agreement with OPCO by paying the fee for termination of such Agreement to OPCO in the amount of Baht 385 million (reasons for payment of early termination of O&M Agreement is that Early termination of O&M Agreement: Given that the Service Agreement between PTW and OPCO neither clearly specifies the condition on termination of the Agreement nor the compensation amount nor compensation calculation method, both parties to the Agreement are thus required to enter into negotiations on the compensation amount or damages which should be at the reasonable rate and not be higher than the benefit to be obtained by PTW in case of termination of such Agreement. Consideration to ensure the optimum benefit to PTW and realization of the significance of OPCO's cost of opportunity loss would result in substantial cost saving for PTW. PTW terminated and paid the termination fee of O&M Agreement to OPCO on 26th January 2007). 3. PTW shall purchase all shares in BJT from its current shareholders at the price of Baht 600 per share, in the total share price of Baht 305 million (reason for purchasing BJT shares due to the adjustment of structure for management and production of tap water during the beginning of business operation, Thames Water Group, as major joint investor having experience and expertise, and being a leader in the business of management and adjustment of structure for the entire management and production of tap water, had PTW enter into the O&M Agreement with OPCO, and OPCO would be required to subcontract BJT for such operations. The purchase of all shares in BJT would enhance the efficiency in the cost management of PTW and cause the management structure of PTW to be adjusted which would be beneficial to the company. PTW paid all subscription of BJT to its existing shareholders on 26th January 2007. 4. PTW shall directly enter into a new O&M Agreement with BJT (both companies have signed the new O&M Agreement on 26th January 2007). 22nd Jan. 07 The Company has exercised its right to subscribe for 7,025,700 capital increase shares in PTW (the shareholders of PTW who have subscribed for capital increase shares shall pay for such shares by 25th January 2007) according to its shareholding ratio at the par value of Baht 100 per share, in the amount of Baht 702.57 million, in order to maintain its shareholding ratio of 42.58 per cent of the registered capital in PTW. Moreover, since there were certain existing shareholders not exercising their rights to subscribe for capital increase shares, the Company therefore has also exercised its right to subscribe for another 1,049,818 capital increase shares, in the amount of Baht 104.98 million. The total number of subscribed shares was 8,075,518 shares, in the total amount of Baht 807.55 million (the subscription for capital increase shares from the existing shareholders who did not exercise their rights was the exercise of right according to the shareholding ratio of each shareholder, whereby no shareholder exercised the right exceeding its ratio or waived the right to subscribe for shares from the shareholders who did not exercise their rights). Such exercise of the right to subscribe for shares then rendered the Company holding 12,767,838 shares in PTW, representing 46.39 percent of the total shares of 27,520,000 shares. In this regard, PTW will receive payment from such capital increase in the total amount of Baht 1,650.00 million. PTW will use the money received from the capital increase in the amount of Baht 305.00 million to purchase shares in BJT and the remaining amount will be used for repayment of the loan under the Sponsors Support Agreement. 25th Jan. 07 PTW repaid the obligation in full under the Sponsors Support Agreement to the shareholders in respect of the principal of Baht 934.00 million, including interest of Baht 423.38 million, totaling Baht 1,357.38 million The details of the Sponsors Support Agreement are that the Sponsors (the remaining Sponsors are CK, Mahasiri Siam and CH. Karnchang Holding according to the financial statements as at 31st December 2006) agreed to provide financial support to PTW in the total amount of Baht 800 million, and in case of PTW"s shortage of working capital, the Sponsors shall provide support in the total amount of Baht 300 million on the condition that the repayment of the principal and accrued interest shall be made only when there is any cash flow remaining after the repayment of the interest and principal to the financial institutions. 26th Jan. 07 PTW made full payment for shares in BJT in the amount of Baht 305 million. On the same date, PTW terminated the Operation and Maintenance Agreement with OPCO, whereby the compensation for early termination of the Agreement was determined in the amount of Baht 385 Million, which would be paid in installments on a quarterly basis. The amount to be paid, together with interest, would be in accordance with the company's cash flow. 5th Feb. 07 The Board of Directors Meeting passed a resolution to grant approval for PTW, to restructure by decreasing its registered capital by Baht 1,552.00 million from Baht 2,752.00 million by way of decrease of 15,520,000 shares, thereby remaining the registered capital of Baht 1,200.00 million divided into 12,000,000 ordinary shares at the par value of Baht 100 per share. Currently, PTW is in the process of decreasing its registered capital with the Ministry of Commerce. Summary of the chronological order of events regarding investment in PTW by CK 29th May 1995 PTW was incorporated with the registered capital of Baht 100,000, divided into 1,000 ordinary shares, at the par value of Baht 100 per share. 24th July 1995 CK has invested 300 shares in PTW at the price of Baht 100 per share, representing 30 per cent of the registered capital. 2nd August 1995 PTW increased its capital from originally Baht 100,000 to Baht 200 million, of which CK proportionately invested in 599,700 shares at the price of Baht 100 per share, totaling 600,000 shares, representing 30 per cent of the registered capital. 25th December 1995 PTW increased its capital from originally Baht 200,000,000 to Baht 1,102 million, of which CK proportionately invested in 2,706,000 shares at the price of Baht 100 per share, totaling 3,306,000 shares, representing 30 per cent of the registered capital. 25th September 1997 CK sold 165,300 shares in PTW to Krung Thai Bank Public Company Limited, as 30,000 shares (Baht 100 paid-up stock) were at the total price of Baht 3,090,000 and 135,300 shares (paid shares = Baht 27.7161) were at the total price of Baht 3,856,050 (book value = Baht 27.7161 per share), thereby remaining 3,140,700 shares representing 28.50 percent of the registered capital as that time there did not have any obligations according to the arisen Sponsors Support Agreement. 9th March 1998 CK sold 1,487,700 shares in PTW to CH. Karnchang Holding Co., Ltd., at the price of Baht 78.83 per share (book value = Baht 68.7361 per share), totaling Baht 117,275,391, including the transferred obligation for the capital of Baht 35,227,220 and interest of Baht 262,288.46, totaling Baht 35,489,508.46 (according to Sponsors Support Agreement at that time) and the price would be Baht 102.69 per share upon including the obligation, thereby remaining 1,653,000 shares representing 15.00 per cent of the registered capital. Due to 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 5th November 1999 CK purchased 1,553,820 shares in PTW from CH. Karnchang Holding Co., Ltd. at the price of Baht 123.31 per share (book value = Baht (1.04) 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 which PTW had produced and distributed the water at that time . However, the Company has amended the information which send to the SET on 6th October 2006 as the purchase on 3rd November 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 30th June 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 15th October 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 SET upon the operation outcome would be in accordance with in line of the registration of the SET. In this connection, The Industrial Finance Corporation of Thailand and IFCT Advisory Co., Ltd. were the independent financial advisor issued their opinions concerning such transactions dated 12th October 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 CK and its shareholders that had the entire sale and purchase price of Baht 218,770,000. On 8th November 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. 30th June 2006 CK purchased 826,500 shares in PTW from Berli Jucker Plc. at the price of Baht 73.50 per share (book value = Baht (53.45) per share), totaling Baht 60,747,750, including the purchase from Berli Jucker Plc. of the right to receive repayment, namely, the obligation under the Sponsors Support Agreement in the principal of Baht 79,390,000, and interest of Baht 47,567,520, totaling Baht 126,957,520 and the price would be Baht 227.11 per share upon including the obligation, thereby holding 4,033,320 shares representing 36.60 per cent of the registered capital. 25th September 2006 CK was granted approval from its Board of Directors to purchase 659,000 shares in PTW from Mahasiri Siam Co., Ltd. at the price of Baht 73.50 per share (book value = Baht (53.45) per share), totaling Baht 48,436,500, including the purchase from Mahasiri Siam Co., Ltd. of the right to receive repayment, namely, the obligation under the Sponsors Support Agreement in the principal of Baht 73,938,167.77, and interest of Baht 31,590,253.05, totaling Baht 105,528,420.81 and the price would be Baht 233.63 per share upon including the obligation, thereby holding 4,692,320 shares representing 42.58 per cent of the registered capital. 22nd January 2007 The Company hereby informs that the Company has exercised its right to subscribe for 7,025,700 capital increase shares in PTW according to its shareholding ratio at the par value of Baht 100 per share, in the amount of Baht 702,570,000, in order to maintain its shareholding ratio of 42.58 percent of the registered capital in PTW. Moreover, since there were certain existing shareholders not exercising their rights to subscribe for capital increase shares, the Company therefore has also exercised its right to subscribe for another 1,049,818 capital increase shares, according to its ratio, from the existing shareholders who did not exercise their rights, at the par value of Baht 100 per share, in the amount of Baht 104,981,800. The total number of subscribed shares was 8,075,518 shares, in the total amount of Baht 807,551,800. Such exercise of the right to subscribe for shares then rendered the Company holding 12,767,838 shares in PTW, representing 46.39 per cent of the total shares of 27,520,000 shares. 3.2 Description of business PTW has been awarded a concession to produce and supply tap water under the private joint venture in Pathum Thani - Rangsit water supply expansion project with PWA in accordance with the act governing the private sector's (more)