ข่าวแจ้งตลาดหลักทรัพย์
28 กันยายน 2550
Opinion on Acquisition of Assets and Connected Transaction
No. CK-07-0000-AUD-L-0009
September 24, 2007
Re: Opinion on Acquisition of Assets from CK.
Office Tower Co., Ltd. and Connected Transaction
Attn: Shareholders
CH. Karnchang Public Company Limited
Reference is made to the fact that the Board of Directors of CH.
Karnchang Public Company Limited,in its Meeting No. 6/2007 on September 3,
2007, resolved to grant approval for the Company to acquire a 23-
story office building and a 6-story parking building, which are registered as
office-condominium named Viriyathavorn Building, including two vacant land
plots, totaling Baht 625 Million, for the purpose of using as
office condominium units for the business operations of the Company and its
group.
The transaction volume of the acquisition of assets from CK. Office
Tower Co., Ltd., if calculated pursuant to the Stock Exchange of Thailand
Notification, Re: Rules, Procedures and Disclosure on Acquisition
of Assets of Listed Companies, according to the total transaction value basis,
would represent 2 percent. Given the fact that this would be a transaction of
acquisition of assets from CK. Office Tower Co., Ltd., as the major
shareholder of CH. Karnchang Public Company Limited and the transaction
volume, if calculated pursuant to the Stock Exchange of Thailand Notification,
Re: Rules, Procedures and Disclosure on Connected Transactions
of Listed Companies, would represent 10.45 percent which exceeds 3 percent of
the value of net tangible assets,the Company is required to disclose the
information on such transaction to the Stock Exchange of Thailand and
convene a Shareholders Meeting to seek approval for such transaction, provided
that the notice of the Shareholders Meeting, together with opinion of the
independent financial advisor, shall be sent to the shareholders in advance at
least 14 days prior to the date of the Shareholders Meeting, and the said
notice of the Shareholders Meeting shall be sent to the Stock Exchange of
Thailand at least 5 business days prior to delivery of such notice to the
shareholders.
Therefore, the Board of Directors has appointed Far East Securities
Company Limited as its independent financial advisor to express an opinion on
fair price and justifications of the transactions as well as providing its
opinion to the Audit Committee and/or shareholders of the Company regarding
the acquisition and disposition of assets and connected transactions of the
Company.
We, in our capacity of the Audit Committee of the Company, have
considered such opinion regarding the acquisition of buildings and land to
accommodate the growth of the Company and its group, and found such
transaction justified and beneficial to the Company on a long-term basis, and
the transaction price is equal to Baht 625 Million, which is lower than the
price of Baht 674.58 Million appraised by Year Appraisal Co., Ltd.,
as appraiser of this transaction. Furthermore, upon consideration of the
transaction price as appraised by the independent financial advisor based on
the Net Present Value (NPV) method, it can be seen that the resultant
cash flow value is more than this transaction price by Baht 32.75 Million. The
Audit Committee is therefore of the opinion that the acquisition of such
building and parking building as well as land is justified at a fair price.
Please be informed accordingly.
Very truly yours,
-Signature-
(Mr. Vitoon Tejatussanasoontorn)
Audit Committee Chairman
-Signature-
(Mr. Thawansak Sukhawun)
Audit Committee Member
-Signature-
(Mr. Don Pramudwinai)
Audit Committee Member