ข่าวแจ้งตลาดหลักทรัพย์

(Translation) No. CK-06-0000-PO-L-0364 September 26, 2006 Re: Purchase of Ordinary Shares in Pathum Thani Water Co., Ltd. Attn: President of the Stock Exchange of Thailand Reference is made to the fact that CH. Karnchang Public Company Limited presently holds 4,033,320 shares in Pathum Thani Water Co., Ltd., representing 36.60 percent of the registered capital of Baht 1,102 Million.The Board of Directors Meeting No. 5/2006 on September 25, 2006 resolved to grant approval for the Company to purchase 659,000 ordinary shares in Pathum Thani Water Co., Ltd. from Mahasiri Siam Co., Ltd. at the price of Baht 73.50 per share, amounting to Baht 48,436,500.-, representing 5.98 percent of the registered capital, thereby rendering the Company to hold 4,692,320 shares in Pathum Thani Water Co., Ltd., representing 42.58 percent of the registered capital of Baht 1,102 Million, including purchase of the right to receive repayment or assumption of the obligation to make further payment,in proportion to the number of shares so purchased, namely, the obligation under the Sponsors Support Agreement in the amount of Baht 73,938,167.77 and interest of Baht 31,590,253.05, totaling Baht 105,528,420.81. The execution of the said transaction with Mahasiri Siam Co., Ltd., as major shareholder of CH. Karnchang Public Company Limited, is deemed a connected transaction in accordance with the Stock Exchange of Thailand Notification, Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions B.E. 2546 (2003), as per the following details: 1. Transaction Date and Related Parties 1.1 Transaction Date After receipt of approval from the Board of Directors Meeting. 1.2 Related Parties Purchaser : CH.Karnchang Public Company Limited Seller : Mahasiri Siam Co., Ltd. Number of Shares : 659,000 shares or 5.98 percent of the registered capital Transaction Value : - At the price of Baht 73.50 per share, totaling Baht 48,436,500; - The obligation under the Sponsors Support Agreement in the amount of 73,938,167.77 and interest of Baht 31,590,253.05, totaling Baht 105,528,420.81. Relationship : The Party is connected with the Company. 2. General Characteristics of the Transaction The Company has purchased 659,000 ordinary shares in Pathum Thani Water Co., Ltd. from Mahasiri Siam Co., Ltd., at the price of Baht 73.50 per share, in the amount of Baht 48,436,500, including purchase of the right to receive repayment or assumption of the obligation to make further payment, in proportion to the number of shares so purchased, namely, the obligation under the Sponsors Support Agreement among CH. Karnchang Public Company Limited, CH. Karnchang Holding Co., Ltd. and Mahasiri Siam Co., Ltd., as the "Sponsor", and Pathum Thani Water Co., Ltd., as the "Borrower", and Krung Thai Bank Public Company Limited and TMB Bank Public Company Limited, as the "Lenders", and Krung Thai Bank Public Company Limited, as the "Security Agent", in the amount of Baht 73,938,167.77 and interest of Baht 31,590,253.05, totaling Baht 105,528,420.81. The volume of the acquisition of such shares, if calculated in accordance with the Stock Exchange of Thailand Notification, Re: Rules, Procedures and Disclosure on Acquisition of Assets of Listed Companies, based on transaction value and net profit, and upon combination of acquisition transactions during the past 6 months, shall represent 4.48 percent, which does not fall into the minimum criteria under the Stock Exchange of Thailand Notification. However, due to the fact that such transaction is a connected transaction and upon calculation in accordance with the Stock Exchange of Thailand Notification, Re: Rules, Procedures and Disclosure of Connected Transactions of Listed Companies, the total transaction value represents 2.98 percent of the net tangible assets, the Company shall therefore be required to convene a meeting to request for approval for execution of the transaction from the Board of Directors and disclose such transaction to the Stock Exchange of Thailand. 3. Details of Acquired Assets A. Nature of Business Name : Pathum Thani Water Co., Ltd. Address : 43 Moo 3, Chiangrak Noi - Bangsai Road, Tambol Baan Pathum, Amphur Samkhok, Pathumthani Province Nature of Business : Production and distribution of tap water and operation of relevant businesses, including maintenance of the tap water production and distribution systems under the Agreement Granting Rights to Produce and Distribute Tap Water made between the company and the Provincial Waterworks Authority under a concession granted by the Provincial Waterworks Authority, on a Build, Operate and Transfer (BOT) basis, whereby Pathum Thani Water Co., Ltd. would invest in the construction of the tap water production and distribution systems. At the end of the concession, the title to the tap water production and distribution systems shall be required to be transferred to the Provincial Waterworks Authority to continue to produce the tap water. The concession period is 25 years commencing from October 15, 1998 to October 15, 2023. B. Board of Directors of Pathum Thani Water Co., Ltd. The Board of Directors of Pathum Thani Water Co., Ltd., as at September 25, 2006, comprises a total of seven members as listed below: 1. Mr. Sombat Kitjalaksana 2. Mr. Prasert Marittanaporn 3. Mr. Kamthorn Trivisvavet 4. Mr. Ratn Santaannop 5. Mr. Vorapot Uchupiboonvong 6. Mr. Vorapong Pichpongsa 7. Mr. Nakorn Jirasavetakul C. Shareholding Structure As at September 25, 2006, the registered and paid-up capital of Pathum Thani Water Co., Ltd. amounts to Baht 1,102,000,000, divided into 11,020,000 ordinary shares, at the par value of Baht 100 per share. The names of the shareholders are as follows: Shares % 1. CH. Karnchang Public Company Limited* 4,033,320 36.60 2. Mahasiri Siam Co., Ltd. 3,746,072 33.99 3. Capital Rice Co., Ltd. 1,587,605 14.40 4. The Provincial Waterworks Authority 551,000 5.00 5. TMB Bank Public Company Limited 440,800 4.00 6. Krung Thai Public Company Limited 440,800 4.00 7. CH. Karnchang Holding Co., Ltd. 220,400 2.00 8. Thames Water International (Thailand) Ltd. 1 0.00 9. Berli Jucker Public Company Limited 1 0.00 10.Bovis Limited 1 0.00 Total 11,020,000 10.00 Remark: *Should the Company sell shares in accordance with the resolution of the Board of Directors, CH. Karnchang Public Company Limited would hold shares in a proportion of 42.58 percent. D. Summary of Financial Position The summary of the financial position and the results of operation of Pathum Thani Water Co., Ltd., as audited by the auditor, as at December 31, 2003-2005, and the internal financial statements as at June 30, 2006, are as follows: Financial Statements Audited by Unreviewed Ernst & Young Office Limited Financial (Unit:Thousand Baht) (Auditor:Miss Siraporn Ouaanunkun) Statements 2003 2004 2005 June 30,2006 Current assets 173,491 369,745 299,640 792,459 Fixed assets 4,349,794 4,129,754 3,910,030 3,796,509 Total assets 4,523,285 4,499,499 4,209,670 4,588,968 Current liabilities 67,516 85,496 265,721 71,411 Long-term liabilities 5,431,556 5,445,436 4,972,805 5,106,582 Total liabilities 5,499,072 5,530,932 5,238,526 5,177,993 Registered and paid-up capital 1,102,000 1,102,000 1,102,000 1,102,000 Shareholders' equity (957,787) (1,031,432) (1,028,856) (589,025)Total income 587,869 738,050 853,437 892,506 Total cost and expenses 447,039 492,186 556,534 284,607 Interest expenses 321,692 301,509 294,327 168,068 Net earnings (loss) (180,862) (55,645) 2,576 439,831 Net earnings (loss) per share (Baht) (16.41) (5.05) 0.23 39.91 Number of shares(shares) 11,020,000 11,020,000 11,020,000 11,020,000 Book value per share (Baht) (88.55) (93.60) (93.36) (53.45) Miss Siraporn Ouaanunkun is an auditor of Ernst & Young Office Limited who audited the year-end financial statements of Pathum Thani Water Co., Ltd. 4. Total Value of Transaction 4.1 Total transaction value: CH. Karnchang Public Company Limited shall purchase 659,000 ordinary shares in Pathum Thani Water Co., Ltd. from Mahasiri Siam Co., Ltd. at the price of Baht 73.50 per share, in the amount of Baht 48,436,500, including purchase of the right to receive repayment or assumption of the obligation to make further payment, in proportion to the number of shares so purchased, namely, the obligation under the Sponsors Support Agreement among CH. Karnchang Public Company Limited, CH. Karnchang Holding Co., Ltd. and Mahasiri Siam Co., Ltd., as the"Sponsors", and Pathum Thani Water Co., Ltd., as the "Borrower", and Krung Thai Bank Public Company Limited and TMB Bank Public Company Limited, as the "Lenders", and Krung Thai Bank Public Company Limited, as the"Security Agent", in the amount of Baht 73,938,167.77 and interest of Baht 31,590,253.05, totaling Baht 105,528,420.81, entirely totaled Baht 153,964,920.18, representing the transaction volume of 2.98 percent of the net tangible assets as at June 30, 2006. 4.2 Payment Method: A single payment shall be made in cash. 5. Details of Connected Transactions 5.1 Mahasiri Siam Co., Ltd. is the major shareholder of CH. Karnchang Public Company Limited, whereby according to the information in the shareholding distribution report as at April 7, 2006, Mahasiri Siam Co., Ltd. holds 240,667,000 shares in CH. Karnchang Public Company Limited, representing 22.10 percent of the registered and paid-up capital; 5.2 Mr. Plew Trivisvavet holds the positions of Chairman of the Executive Board, and Chief Executive Officer of CH. Karnchang Public Company Limited, and holds the position of Director of Mahasiri Siam Co., Ltd.; 5.3 Mr. Prasert Marittanaporn holds the position of Director of CH. Karnchang Public Company Limited, and is a shareholder of Mahasiri Siam Co., Ltd.; 5.4 Mr. Anukool Tuntimas holds the position of Director and is a shareholder of CH. Karnchang Public Company Limited, and a shareholder of Mahasiri Siam Co., Ltd. 6. Nature and Scope of Interest of Connected Persons Mahasiri Siam Co., Ltd. is the major shareholder of CH. Karnchang Public Company Limited, whereby according to the information in the shareholding distribution report as at April 7, 2006, Mahasiri Siam Co., Ltd. holds 240,667,000 shares in CH. Karnchang Public Company Limited, representing 22.10 percent of the registered and paid-up capital 7. Fund Source Cash flow from the Company's operation. 8. Director who are an interested party and a connected person are Mr. Plew Trivisvavet, Mr. Prasert Marittanaporn and Mr. Anukool Tuntimas, who neither participated nor voted in the Meeting. 9. Opinion of the Board of Directors Having considered the matter, the Board of Directors is of the view that the investment in Pathum Thani Water Co., Ltd. constitutes an investment in a project which should derive worthwhile return on a long-term basis with good results of operation, and which would generate the optimum benefit to the Company, as it shall give rise to value added to the Company and mutual support to each other's business with fairness in terms of price and related conditions. 10. Opinion of the Audit Committee and/or the Company's Directors which is different from the Board's Opinion under Clause 9. - None - Please be informed accordingly. Very truly yours, (Mr. Plew Trivisvavet) Chief Executive Officer