ข่าวแจ้งตลาดหลักทรัพย์
29 สิงหาคม 2548
Amendment and Addition to Resolutions in TTW
No. CK-05-0000-PO-L-0232
August 29, 2005
Re: Amendment and Addition to Resolutions of the Board of
Directors Meeting and Information Memorandum on Disposition of Shares
in Thai Tap Water Supply Co., Ltd.
Attn: President of the Stock Exchange of Thailand
With reference to the fact that CH. Karnchang Public Company
Limited notified the resolutions of the Board of Directors Meeting
No. 6/2005, held on August 26, 2005, the Company wishes to amend and
add the content as follows:
1. Resolutions of the Board of Directors Meeting: Item 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 transactions 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, this constitutes a connected transaction. At the same time,
he 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.
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.
2. Information Memorandum on Disposition of Shares in Thai
Tap Water Supply Co., Ltd.:
3. General Characteristics of the Transaction
3.3 The Company intends to sell shares in Thai Tap Water
Supply Co., Ltd. to Bangkok Expressway Public Company Limited, in the
amount of 1,450,000 shares, at the price of Baht 290 per share, in
the total transaction value of Baht 420,500,000.
The volume of the disposition of such shares under
Clauses 3.1, 3.2 and 3.3, 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 3.3 is a disposition
of shares 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, this constitutes a connected transaction. At
the same time, he 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. 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.
3. (Addition) Mr. Plew Trivisvavet, as a director who is
an interested party and a connected person, neither participated nor
voted in the Meeting.
Please be informed accordingly.
Very truly yours,
(Mr. Plew Trivisvavet)
Managing Director
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