SET Announcements

Acquisition and disposition of assets (Translation) No. CK-13-0000-PO-L-0084 October 9, 2013 Re: Notification of Resolutions for Subscription for Ordinary Shares for Capital Increase and Application for Waiver of Tender Offer for All Securities of Bangkok Metro Public Company Limited by virtue of Resolutions of the Meeting of Shareholders of Bangkok Metro Public Company Limited (Whitewash) Attn.: President of the Stock Exchange of Thailand CH. Karnchang Public Company Limited hereby notifies the resolutions of the Board of Directors' Meeting No. 5/2013 which was held on October 9, 2013, with the details as follows: 1. Approval was granted for the Company to subscribe for 4,200,000,000 ordinary shares for capital increase of Bangkok Metro Public Company Limited ("BMCL"), whereby BMCL allocated such shares for private placement at the offering price of Baht 1 per share, which was not lower than ninety percent of the market price as calculated on the basis as specified in the Notification No. SorChor. 39/2551, compared with the weighted average price of shares traded on the Stock Exchange of Thailand over the past period of not less than seven consecutive business days but not more than fifteen consecutive business days prior to the date of determination of the offering price. In this regard, the date of determination of the offering price was October 3, 2013 which was the date on which the Board of Directors' Meeting of BMCL resolved to propose the agenda item to the Meeting of Shareholders to seek approval for BMCL to offer its shares for private placement. In this connection, the market price of such ordinary shares was Baht 1.0546 per share (based on the Stock Exchange of Thailand's information) by calculating from the weighted average price of BMCL's ordinary shares traded on the Stock Exchange of Thailand over the past seven consecutive business days prior to the date of determination of the offering price. The transaction was scheduled to be executed by November 30, 2013. In addition, the Executive Board or its delegate(s) was authorized to have power to make arrangements relating to the subscription for 4,200,000,000 ordinary shares for capital increase of BMCL. The subscription for 4,200,000,000 ordinary shares for capital increase at the price of Baht 1 per share, totaling Baht 4,200,000,000, is considered a transaction on acquisition of assets, and upon calculation of the transaction volume in accordance with the basis as specified in the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition or Disposition of Assets B.E. 2547 (2004), is equal to 6.37 percent of the Company's total assets as calculated from the Company's consolidated financial statements for the period ended June 30, 2013. Such transaction volume is less than 15 percent of the value of total assets, and as such, such transaction is then not subject to the disclosure under such Notification. 2. Approval was granted for the Company to subscribe for ordinary shares for capital increase which BMCL offered to its existing shareholders according to their shareholding ratio (Right Offering), at the offering price of Baht 1 per share, at the allocation ratio of 5.975 existing ordinary shares to 1 new ordinary share (any fraction thereof shall be disregarded). The Company would subscribe for such ordinary shares for capital increase in full according to its existing shareholding in BMCL, and the Company would also subscribe for the remaining ordinary shares for capital increase (Oversubscription) after the first round of allocation to the existing shareholders, subject to the rules for allocation of ordinary shares for capital increase of BMCL. In addition, the Executive Board or its delegate(s) was authorized to have power to make arrangements relating to the subscription for ordinary shares for capital increase of BMCL by way of Right Offering and Oversubscription. 3. Approval was granted for the Company to submit an application for waiver of tender offer for all securities of BMCL by virtue of the resolution of the Meeting of Shareholders of BMCL (Whitewash) and the Request Form for Shareholders' Meeting Resolution to Approve Acquisition of New Securities without Requirement to Make a Tender Offer for All Securities of the Business (Form 247-7) to the Office of the Securities and Exchange Commission before the Company would subscribe for 4,200,000,000 ordinary shares for capital increase and subscribe for ordinary shares for capital increase by way of Right Offering and Oversubscription, subject to the rules as specified in the Notification of the Office of the Securities and Exchange Commission No. SorChor. 36/2546, Re: Rules for the Application for a Waiver from the Requirement to Make a Tender Offer for All Securities of the Business by Virtue of the Resolution of the Shareholders' Meeting of the Business (the "Notification No. SorChor. 36/2546"); provided that the Company would be granted such waiver only if the Meeting of Shareholders of BMCL passes resolutions to offer the newly issued securities to the Company as the waiver applicant and to give consent to the Company not to make a tender offer for all securities of BMCL after the acquisition of such securities. In addition, the Executive Board or its delegate(s) was authorized to have power to make necessary arrangements relating to the application for waiver of tender offer for all securities of BMCL. Please be informed accordingly. Very truly yours, -Signature- (Mr. Plew Trivisvavet) Chief Executive Officer ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand has no responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. 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