SET Announcements
22 December 2009
Memorandum Transaction Disposition Shares in TTW
(Translation)
No. CK-09-0000-PO-L-0093
December 22, 2009
Re: Notification of Resolutions of the Board of Directors Meeting No. 6/2009
Attn.: President of the Stock Exchange of Thailand
Enclosure: Information Memorandum on Transaction of Disposition of Shares in
Thai Tap Water Supply Public Company Limited
Reference is made to the fact that CH. Karnchang Public Company
Limited held the Board of Directors Meeting No. 6/2009 on December 21, 2009.
The Board of Directors Meeting passed a resolution granting approval
for the Company to sell certain parts of ordinary shares in Thai Tap Water
Supply Public Company Limited to persons or legal entities which have no
relationship and/or connection with the Company, directors, executives or
related parties or major shareholders of the Company, in the amount of
180,000,000 shares or 4.51 percent of the registered capital. This is due to
the fact that the value of such shares currently purchased and sold in the
Stock Exchange of Thailand is higher than the Company's cost of investment in
such shares, thereby rendering the Company to gain profits from such sale of
shares on this occasion, and resulting in an increase in the Company's working
capital and liquidity. The offering price will be not less than Baht 4.15 per
share, representing not less than Baht 747,000,000 (Seven Hundred Forty Seven
Million Baht Only), which is the average closing price of such shares for 15
business days prior to the date of the Board of Directors Meeting. The
Executive Board is authorized to consider approving the sale of such shares
which may be offered for sale on one or several occasions, as well as details
on the execution of the Share Purchase Agreement, selling price and various
conditions relating to the sale of such shares until completion.
Once such details are available to the Company, the Company will
notify the shareholders and the Stock Exchange of Thailand, as well as
proceeding with the requirements of the Stock Exchange of Thailand in
respect of the criteria for disclosure of information accordingly.
Furthermore, the volume of the disposition of such shares in Thai
Tap Water Supply Public Company Limited represents 40.22 percent which falls
into category 2 in accordance with the calculation based on net profit from
normal operations after deduction of taxes incurred from such acquired or
disposed assets, as compared with the net profit of the listed companies in
accordance with the Stock Exchange of Thailand Notification, Re: Disclosure of
Information and Acts of Listed Companies Concerning Acquisition or
Disposition of Assets B.E. 2547 (2004). In this regard, the Company shall
prepare a report and disclose the transaction to the Stock Exchange of
Thailand and give written notice to the shareholders within 21 days from the
date of disclosure on such transaction to the Stock Exchange of Thailand.
Please be informed accordingly.
Very truly yours,
= Signature =
(Mr. Plew Trivisvavet)
Chief Executive Officer