ข่าวแจ้งตลาดหลักทรัพย์
09 พฤศจิกายน 2548
Additional Summary of sale and purchase of Shares in SEAN
(Translation)
No. CK-05-0000-PO-L-0294
November 9, 2005
Re: Additional Summary of Sale and Purchase of Ordinary Shares in
SouthEast Asia Energy Limited (Subsidiary)
Attn: President of the Stock Exchange of Thailand
Reference is made to the fact that the Extraordinary General
Meeting of Shareholders No. 1/2004 of CH. Karnchang Public Company
Limited, held on December 21, 2004, resolved to grant approval for the
Company to sell and/or waive its option to purchase capital increase
shares, and/or transfer the option to purchase ordinary shares in
SouthEast Asia Energy Limited, which might occur in the future, to
other persons and/or legal entities to join the investment at the rate
of 65-75 percent of the company's registered capital, so that the
Company would hold shares of only 25-35 percent of the registered
capital.
The Company hereby informs the Stock Exchange of Thailand of
additional chronological events as follows:
1. The Company formerly held 8,999,995 shares representing
89.99 percent of the registered capital in SouthEast Asia Energy
Limited (the registered capital amounting to Baht 100,000,000 divided
into 10,000,000 shares, at the par value of Baht 10 per share).
2. On October 20, 2005, the Company informed the Stock
Exchange of Thailand that the Company had sold 1,250,000 ordinary
shares in SouthEast Asia Energy Limited to Bangkok Expressway Public
Company Limited, thereby decreasing the Company's shareholding ratio to
77.50 percent of the registered capital.
3. On October 25, 2005, the Company informed the Stock
Exchange of Thailand that SouthEast Asia Energy Limited had increased
its registered capital from Baht 100 Million to Baht 400 Million. In
this regard, the Company's shareholding ratio remained at 77.50 percent
of the registered capital.
4. On November 7, 2005, the Company informed the Stock
Exchange of Thailand that the Company had sold 10,000,000 ordinary
shares in SouthEast Asia Energy Limited to Ratchaburi Electricity
Generating Holding Public Company Limited, thereby decreasing the
Company's shareholding ratio to 52.50 percent of the registered
capital. Furthermore, the Company had also purchased 400,000 ordinary
shares in SouthEast Asia Energy Limited from Shlapak Development
Company* (an existing shareholder without any connection with the
Company) and 400,000 ordinary shares from P.T. Construction &
Irrigation Company Limited** (an existing shareholder without any
connection with the Company), thereby increasing the Company's
shareholding ratio to 54.50 percent of the registered capital.
Note * On October 18, 2005, Mr. Milton William Shlapak, an
existing shareholder, sold 500,000 shares in SouthEast Asia Energy
Limited to Shlapak Development Company, a shareholder in the same group.
** On October 18, 2005, Mr. Van Hoang Dau, an existing
shareholder, sold 500,000 shares in SouthEast Asia Energy Limited to P.
T. Construction & Irrigation Company Limited, a shareholder in the same
group.
As at October 18, 2005, the shareholders structure of SouthEast
Asia Energy Limited (the registered capital amounting to Baht
100,000,000 divided into 10,000,000 shares, at the par value of Baht 10
per share) comprised:
Shareholders Number of Shares Percentage
1.CH. Karnchang Public Company Limited 7,749,995 77.50
2.Mr. Plew Trivisvavet 1 0.00
3.Mr. Narong Sangsuriya 1 0.00
4.Mr. Somkuan Watakeekul 1 0.00
5.M.L. Prasobchai Kasemsant 1 0.00
6.Maj. Gen. Apinan Panyapapat 1 0.00
7.Shlapak Development Company 500,000 5.00
8.P.T. Construction & Irrigation Company Limited 500,000 5.00
9.Bangkok Expressway Public Company Limited 1,250,000 12.50
As at October 20, 2005, upon the capital increase from Baht 100
Million to Baht 400 Million, the shareholders structure of SouthEast
Asia Energy Limited (the registered capital amounting to Baht
400,000,000 divided into 40,000,000 shares, at the par value of Baht 10
per share) comprised:
Shareholders Number of Shares Percentage
1.CH. Karnchang Public Company Limited 30,999,995 77.50
2.Mr. Plew Trivisvavet 1 0.00
3.Mr. Narong Sangsuriya 1 0.00
4.Mr. Somkuan Watakeekul 1 0.00
5.M.L. Prasobchai Kasemsant 1 0.00
6.Maj. Gen. Apinan Panyapapat 1 0.00
7.Shlapak Development Company 2,000,000 5.00
8.P.T. Construction & Irrigation Company Limited2,000,000 5.00
9.Bangkok Expressway Public Company Limited 5,000,000 12.50
As at November 3, 2005, upon the sale of shares to Ratchaburi
Electricity Generating Holding Public Company Limited and the purchase
of shares from Shlapak Development Company and P.T. Construction &
Irrigation Company Limited, the shareholders structure of SouthEast
Asia Energy Limited (the registered capital amounting to Baht
400,000,000 divided into 40,000,000 shares, at the par value of Baht 10
per share) comprised:
Shareholders Number of Shares Percentage
1.CH. Karnchang Public Company Limited 21,799,995 54.50
2.Mr. Plew Trivisvavet 1 0.00
3.Mr. Narong Sangsuriya 1 0.00
4.Mr. Somkuan Watakeekul 1 0.00
5.M.L. Prasobchai Kasemsant 1 0.00
6.Maj. Gen. Apinan Panyapapat 1 0.00
7.Shlapak Development Company 1,600,000 4.00
8.P.T. Construction & Irrigation Company Limited 1,600,000 4.00
9.Bangkok Expressway Public Company Limited 5,000,000 12.50
10.Ratchaburi Electricity Generating Holding
Public Company Limited 10,000,000 25.00
Furthermore, the Company's purchase of shares from Shlapak
Development Company and P.T. Construction & Irrigation Company Limited
took place because in the conditions and the Shareholders Agreement of
SouthEast Asia Energy Limited in respect of the joint investment in Nam
Ngum 2-Hydroelectric Power Project, the shareholders structure
Comprises:
1) CH. Karnchang Public Company Limited holds shares of 28.5 percent;
2) Lao People's Democratic Republic holds shares of 25.0 percent;
3) Ratchaburi Electricity Generating Holding Public Company Limited
holds shares of 25.0 percent;
4) Bangkok Expressway Public Company Limited holds shares of 12.5
percent;
5) Shlapak Development Company holds shares of 4.0 percent;
6) P.T. Construction & Irrigation Company Limited holds shares of
4.0 percent;
7) Team Consulting Engineering and Management Co., Ltd. holds shares
of 1.0 percent.
In order to ensure that Shlapak Development Company and P.T.
Construction & Irrigation Company Limited hold shares of 4.0 percent,
respectively, as stated above, the Company therefore purchased shares
from said two companies, at the rate of 1 percent each. As a result,
the Company currently holds 21,799,995 shares representing 54.50
percent of the registered capital in SouthEast Asia Energy Limited. In
this respect, the Company would subsequently be required to sell shares
at the rate of 25.0 percent to Lao People's Democratic Republic and 1.0
percent to Team Consulting Engineering and Management Co., Ltd., and
the Company would then hold shares of only 28.5 percent. Should the
Company sell shares to any joint investors, the Company would keep the
Stock Exchange of Thailand informed of such sale.
Please be informed accordingly.
Very truly yours,
=signature=
(Mr. Anukool Tuntimas)
Executive Vice President
Human Resource and General Adiministration
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