ข่าวแจ้งตลาดหลักทรัพย์

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) 2/(43.80) Miss Siraporn Ouaanunkun is an auditor of Ernst & Young Office Limited who audited the year-end financial statements of Pathum Thani Water Co., Ltd. Remark 1/ Included Baht 427.24 Million compensation from difference of the rate of tap water charges obtained from the Provincial Waterworks Authority. 2/ Upon Pathum Thani Water Co., Ltd.'s completion of its capital decrease registration, the book value per share would equal Baht 65.18. 5. Details of Thai Tap Water Supply Public Company Limited ("Purchaser") A. Nature of Business Name :Thai Tap Water Supply Public Company Limited Address :30/10 Moo 12 Tambon Rai Khing, Amphoe Sam Phran, Nakhon Pathom Province Nature of Business :Production and distribution of tap water to the Provincial Waterworks Authority in the areas of Nakhon Pathom Province and Samut Sakhon Province, through the Company's Concession Agreement with the Provincial Waterworks Authority, whereby the Company is the owner of the tap water production and distribution systems, and the title to the tap water production and distribution systems shall not be required to be transferred to the Provincial Waterworks Authority, with the concession period of 30 years from July 21, 2004 to July 21, 2034. B. Board of Directors of Thai Tap Water Supply Public Company Limited The Board of Directors of Thai Tap Water Supply Company Limited comprises a total of eleven members as listed below: 1. Mr. Plew Trivisavavet Chairman of the Board of Directors 2. Mr. Narong Sangsuriya Director 3. Mr. Prasert Marittanaporn Director 4. Dr. Sombat Kitjalaksana Director 5. Mr. Sompodh Sripoom Director 6. Mr. Yoshio Kometani Director 7. Mr. Tomoaki Matsumoto Director 8. Mr. Techapit Sangsingkeo Director 9. Mr. Phairuch Mekarporn Director 10. Mr. Somnuk Chaidejsuriya Director 11. Mr. Suvich Pungchareon Director C. Shareholding Structure On March 23, 2007, the registered and paid-up capital of Thai Tap Water Supply Public Company Limited amounted to Baht 3,990 Million, with a paid-up capital of Baht 3,250 Million, divided into 3,250 million ordinary shares at the par value of Baht 1 per share. The names of the shareholders are as follows: Shares % 1. CH. Karnchang Public Company Limited1, 549,839,400 47.69 2. Mitsui Water Holdings (Thailand) Limited1, 137,500,000 35.00 3. Bangkok Expressway Public Company Limited 406,250,000 12.50 4. Bangkok Bank Public Company Limited 81,410,000 2.50 5. TMB Bank Public Company Limited 75,000,000 2.30 6. Dr. Sombat Kitjalaksana 100 0.00 7. Mr. Narong Sangsuriya 100 0.00 8. Mr. Prasert Marittanaporn 100 0.00 9. Mr. Sompodh Sripoom 100 0.00 10.Mr. Samai Paiboon 100 0.00 11.Ms. Pansakun Panphrom 96 0.00 12.Mr. Nopadol Intralib 1 0.00 13.Mrs. Sunantha Khemaprapa 1 0.00 14.Mr. Prapoj Jirasathitpornpong 1 0.00 15.Ms. Sawitree Treenawarut 1 0.00 Total 3,250,000,000 100.00 D. Summary of Financial Position The summary of the financial position and the results of operation of Thai Tap Water Supply Public Company Limited, as audited by the auditor, as at December 31, 2004-2006, are as follows: Financial Statements Audited by Ernst & Young Office Limited (Unit: Thousand Baht) (Auditor: Ms. Siraporn Ouaanunkun) 2004 2005 2006 Current assets 459,810 820,443 1,306,611 Fixed assets 9,753,937 9,540,521 9,375,285 Total assets 10,213,747 10,360,964 10,681,946 Current liabilities 235,967 293,147 772,085 Long-term liabilities 6,860,000 6,720,000 6,020,000 Total liabilities 7,095,967 7,013,147 6,792,085 Registered and paid-up capital 3,000,000 3,000,000 3,250,000 Shareholders'equity 3,117,780 3,347,817 3,889,861 Total income 889,910 1,360,248 1,722,186 Cost of sales 274,063 628,1305 11,552 Operating expenses 27,093 52,186 99,213 Interest expenses 151,181 344,895 437,016 Net earnings (loss) 432,573 335,037 674,016 Retained earnings (deficit) 117,780 347,817 765,224 Net earnings (loss) per share (Baht) 14.56 11.17 0.21 Number of shares (million) 29.713 0.00 3,250 Book value per share (Baht) 88.81 111.59 1.20 Mr. Supachai Phanyawattano is an auditor of Ernst & Young Office Limited who audited the 2006 year-end financial statements of Thai Tap Water Supply Public Company Limited. 6. Total Transaction Value The transaction value of the disposition of shares in Pathum Thani Water Co., Ltd., totaling 5,567,371 shares, representing 46.39 percent of the registered capital, shall be in the amount of not less than Baht 1,848,367,172. 7. Details of Connected Persons 7.1 Mahasiri Siam Co., Ltd. Shareholder of CH. Karnchang Public Company Limited.for 22.10% 7.2 CH. Karnchang Holding Co., Ltd. Shareholder of CH. Karnchang Public Company Limited for 11.53% 7.3 Bang Pa-in Land Development Co., Ltd. Shareholder of CH. Karnchang Public Company Limited for 1.74% Mahasiri Siam Co., Ltd. holds shares in Bang Pa-in Land Development Co., Ltd.for 25% 7.4 CK. Office Tower Co., Ltd. Shareholder of CH. Karnchang Public Company Limited for 6.89% Mahasiri Siam Co., Ltd. holds shares in CK. Office Tower Co., Ltd.for 25% 7.5 Mr. Plew Trivisvavet Director and Shareholder of CH. Karnchang Public Company Limited for 1.52% Director of Thai Tap Water Supply Public Company Limited 7.6 Mr. Thavorn Trivisvavet Shareholder of CH. Karnchang Public Company Limited for 1.51%, Mr.Plew Trivisvavet's elder brother 7.7 Mr. Prasert Trivisvavet Shareholder of CH. Karnchang Public Company Limited for 0.22%, Mr.Plew Trivisvavet's elder brother 7.8 Mr. Kamthorn Trivisvavet Shareholder of CH. Karnchang Public Company Limited for 0.06% Mr.Plew Trivisvavet's younger brother 8. Nature and Scope of Interest of Connected Persons The Company and the shareholders of Pathum Thani Water Co., Ltd. have shareholding relationship and the Company's directors are the directors in Thai Tap Water Supply Public Company Limited. 9. Value of Disposed Assets The assets disposed by the Company are 5,567,371 ordinary shares in Pathum Thani Water Co., Ltd., at an audited book value of Baht -43.80 per share as at December 31, 2006. Upon Pathum Thani Water Co., Ltd. has already decreased on the register capital, so the book value will be Baht 65.18 per share. Therefore, the total value of the disposed assets amounts to Baht 362,881,241.78. 10. Source of Funds Used in Purchase of Assets Thai Tap Water Supply Public Company Limited uses the source of funds from the financial institutions and from its cash flow from operations. 11. Plan for Utilization of Proceeds from Disposition of Assets The Company shall use the proceeds from the disposition of shares to be its working capital of the business and to make partial repayment of the loans. 12. Basis of Calculation of the Share Price The price of shares in Pathum Thani Water Co., Ltd. is fixed at the price of not less than Baht 332 per share and not exceeding Baht 365 per share, which is in accordance with the price appraised by the appraiseraccording to the Present Value of free Cash Flow Approach.The final price will be mutually agreed upon between both contractual parties after Thai Tap Water Supply Public Company Limited is granted approval by the resolution of non-interested shareholders, and is higher than the costs of purchase incurred by the Company.Thus, the Company has appointed the Independent Financial Advisor as to give opinion to the Shareholders in consisting to their consideration and the Shareholders will then consider on approval later. 13. Benefits Expected to Be Obtained by the Company The Company shall derive benefits from the capacity in operating the business of tap water to Thai Tap Water Supply Public Company Limited, including the ability to eliminate the problem of business competitor for the same business in the future for Pathum Thani Water Co., Ltd. 14. Directors who were the interested persons and connected persons, namely, Mr. Plew Trivisvavet and Mrs. Saikasem Trivisvavet, did not attend and vote in the meeting. 15. Opinion of the Board of Directors The Board of Directors is of the view that the above disposition and the acquisition of assets of Thai Tap Water Supply Public Company Limited are reasonable and beneficial to the Company, since such transactions are shareholding restructure of the both companies operating the business of production and distribution of tap water of the affiliated companies of the Company, so as to make preparations before submission of the application for listing as the listed securities on the Stock Exchange of Thailand. Such shareholding restructure shall give rise to value added to the Company as the nature of such businesses supports each other. Furthermore, such transaction is fair in terms of price and related conditions. 16. Opinion of the Audit Committee and/or the Company's Directors which are different from the Opinion of the Board of Directors under Item 15. - None - 17. Conditions on Execution of Transaction The execution of the above transaction, which its volume is more than 3 percent of the book value of net tangible assets of the Company, but since it is the transaction which the sellers comprising Mahasiri Siam Co., Ltd. and CH. Karnchang Holding Co., Ltd., as major shareholders of CH. Karnchang Public Company Limited, enter into the transactions with their affiliated company (Thai Tap Water Supply Public Company Limited), such transactions are thus not deemed as connected transactions. However, the Company wishes to disclose the information of such transactions to the Stock Exchange of Thailand and convene the Shareholders Meeting to seek approval in executing such transactions in accordance with the Stock Exchange of Thailand Notification, Re: Rules, Procedures and Disclosure on Disposition of Assets of Listed Companies, and the approval of the Shareholders Meeting of CH. Karnchang Holding Co., Ltd. is required, provided that the votes shall not be less than three-fourths of the total number of the shareholders or their proxy holders (if any) attending the Meeting and having the right to vote, exclusive of interested shareholders. The Company hereby certifies that the foregoing information is true and correct in all respects. Signed: (Mr. Plew Trivisvavet) Chief Executive Officer ?? ?? ?? ?? 11