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ข่าวแจ้งตลาดหลักทรัพย์

ข่าวแจ้งตลาดหลักทรัพย์

29 สิงหาคม 2548

Notification of Resolutions,Closing Date

No. CK-05-0000-PO-L-0225 August 26, 2005 Re: Notification of Resolutions of the Board of Directors Meeting No. 6/2005 and Notification of the Closing Date of the Share Register for Suspension of the Share Transfer for the Right to Attend the Extraordinary General Meeting of Shareholders No. 2/2005 Attn: President of the Stock Exchange of Thailand Enclosure: Information Memorandum on Disposition of Shares in Thai Tap Water Supply Co., Ltd. The Board of Directors Meeting No. 6/2005, held on August 26, 2005, resolved on various matters as per the following details: 1. Approval was granted for the Company to sell ordinary shares in Thai Tap Water Supply Co., Ltd. to Bangkok Bank Public Company Limited, in the amount of 750,000 shares or representing 2.5 percent of the registered capital, at the price of Baht 290 per share, totaling Baht 217,500,000 (Two Hundred Seventeen Million Five Hundred Thousand Baht Only). 2. Approval was granted for the Company to sell ordinary shares in Thai Tap Water Supply Co., Ltd. to Thai Military Bank Public Company Limited, in the amount of 750,000 shares or representing 2.5 percent of the registered capital, at the price of Baht 290 per share, totaling Baht 217,500,000 (Two Hundred Seventeen Million Five Hundred Thousand Baht Only). 3. Approval was granted for the Company to sell ordinary shares in Thai Tap Water Supply Co., Ltd. to Bangkok Expressway Public Company Limited, in the amount of 1,450,000 shares or representing 4.83 percent of the registered capital, at the price of Baht 290 per share, totaling Baht 420,500,000 (Four Hundred Twenty Million Five Hundred Thousand Baht Only). In this regard, the volume of all translations of sale of ordinary shares in Thai Tap Water Supply Co., Ltd., if calculated in accordance with the Stock Exchange of Thailand Notification, Re: Rules, Procedures and Disclosure on Disposition of Assets of Listed Companies, shall represent 7.61 percent, which has a value lower than 15 percent and is not an issuance of securities in consideration of an acquisition of assets. Since the transaction under Clause 3 is a disposition of shares in Thai Tap Water Supply Co., Ltd. to Bangkok Expressway Public Company Limited, if calculated in accordance with the Stock Exchange of Thailand Notification, Re: Rules, Procedures and Disclosure on Connected Transactions of Listed Companies, the transaction value shall exceed 3 percent of the net tangible assets value. However, Mr. Plew Trivisvavet holds the position of Chief Executive Officer of CH. Karnchang Public Company Limited and concurrently holds the positions of Chairman of the Executive Board and the Nomination Committee of Bangkok Expressway Public Company Limited, and who, at the same time, is authorized by the Company to monitor as the Company is the major shareholder of Bangkok Expressway Public Company Limited. As a result this transaction is exempted in accordance with the Stock Exchange of Thailand Notification, Re: Disclosure of Information and Act of Listed Companies Concerning Connected Transactions, thus it is not deemed as a connected transaction. Nevertheless, the Company intends to disclose information on execution of such transaction to the Stock Exchange of Thailand, and convene a Shareholders Meeting to seek approval for the execution of such transaction. 4. Approval was granted for the Company to convene the Extraordinary General Meeting of Shareholders No. 2/2005 on Wednesday, October 5, 2005 at 9:00 a.m. at the Conference Room on 4th Floor, No. 587 Viriyathavorn Building, Sutthisarn Road, Dindaeng Subdistrict, Dindaeng District, Bangkok. With the agenda of the Meeting as follows: Item 1 To consider and approve the Minutes of the Extraordinary General Meeting of Shareholders No. 1/2005 Opinion of the Board:It was deemed appropriate for the Meeting to approve the Minutes of the Extraordinary General Meeting of Shareholders No. 1/2005.Item 2 To sell ordinary shares in Thai Tap Water Supply Co., Ltd. to Bangkok Expressway Public Company Limited Opinion of the Board:It was deemed appropriate for the Meeting to grant approval for the Company to sell ordinary shares in Thai Tap Water Supply Co., Ltd. to Bangkok Expressway Public Company Limited, totaling 1,450,000 shares or 4.83 of the registered capital, at the price of Baht 290 per share, totaling Baht 420,500,000 (Four Hundred Twenty Million Five Hundred Thousand Baht Only).Item 3 To consider other matters (if any) 6. Approval was granted for the Company to determine the closing date of the share register for suspension of the share transfer for the right to attend the Extraordinary General Meeting of Shareholders No. 2/2005 on September 14, 2005 at 12:00 p.m., until such time as the Extraordinary General Meeting of Shareholders adjourns. Please be informed accordingly. Very truly yours, (Mr. Plew Trivisvavet) Chief Executive Officer ?? ?? ?? ?? (Translation) 3 (Translation)