ข่าวแจ้งตลาดหลักทรัพย์
25 กุมภาพันธ์ 2553
Connected Transactions in Respect of Office Building Lease
(Translation)
No.CK-10-0000-PO-L-0020
February 25, 2010
Re: Report on Connected Transactions in Respect of Office Building Lease
Attn.: President of the Stock Exchange of Thailand
CH. Karnchang Public Company Limited (the "Company") hereby reports
the connected transactions between the Company and Bangkok Metro Networks
Limited, which is the Subsidiary of Bangkok Metro Public Company Limited
("BMCL") (whose shares are held by the Company representing 24.61 percent
of the paid-up capital), in respect of execution of the office space lease
agreements, which are deemed connected transactions in the category of
short-term rent/lease of real property in accordance with the Board of
Governors of the Stock Exchange of Thailand Notification, Re: Disclosure and
Acts of Listed Companies on Connected Transactions B.E. 2546 (2003). However,
it is not deemed as connected transaction requiring compliance with the
notifications of the Stock Exchange of Thailand, as per the following details:
1. Transaction Date (Agreement Execution Date)
February 25, 2010
2. Related Parties
Lessee : Bangkok Metro Networks Limited ("BMN")
Lessor : CH. Karnchang Public Company Limited ("CK")
3. General Characteristics and Details of Connected Transactions
BMN, BMCL's Subsidiary, has agreed to execute the agreements
with CK as follows:
3.1 An office space lease agreement in Viriyathavorn Building
No. 587, 9th Floor,Sutthisarnvinijchai Road, Dindaeng Subdistrict, Dindaeng
District, Bangkok, covering a total area of 640.16 square meters, at the
rental rate of Baht 89,622.40 per month.
3.2 A service agreement for air conditioners and facilities in
the building under Clause 3.1 at the rate of Baht 143,843.95 per month
(inclusive of value added tax of Baht 9,410.35).
3.3 An office space lease agreement in Viriyathavorn Building
No. 587, 12th Floor,Sutthisarnvinijchai Road, Dindaeng Subdistrict, Dindaeng
District, Bangkok, covering a total area of 651.24 square meters, at the
rental rate of Baht 91,173.60 per month.
3.4 A service agreement for air conditioners and facilities in
the building under Clause 3.3 at the rate of Baht 146,333.63 per month
(inclusive of value added tax of Baht 9,573.23). The said agreements have a
lease term of three years from February 10, 2010 - February 9, 2013.
4. Total Transaction Value
The total value of the space lease and service agreements of CK
amounts to Baht 470,973.58 per month, or Baht 5,651,682.96 per year, totaling
Baht 16,955,048.88 throughout three years of the lease agreements.
5. Details of Related Parties
5.1 BMN is BMCL's Subsidiary. As at March 11, 2009, CK held
shares in BMCL representing 24.61 percent of the paid-up capital.
5.2 List of common directors and management
List of Directors and Management CK MCL BMN
Mr. Plew Trivisvavet Director Director -
Mr. Sombat Kitjalaksana Director Director Director
Mr. Anukool Tuntimas Director Director Director
In this regard, the aforesaid interested directors neither attended
nor voted on this matter at the Meeting.
6. Reasons and Necessities of Execution of the Transactions
Formerly, BMCL's subsidiaries, comprising BMCL Network Limited,
Metro Mall Development Limited and Triads Networks Company Limited, took on
lease of Viriyathavorn Building from CK. In 2009, these three subsidiaries
were amalgamated into a new company, namely, Bangkok Metro Networks Limited
(BMN). In addition, the existing lease agreements ended in 2010, BMN then
requested to renew such lease agreements with CK for another three years.
Therefore, the Company is required to renew such agreements in order to ensure
continuation from the existing agreements and continued business operations of
the companies in its group.
Please be informed accordingly.
Very truly yours,
- Signature -
(Mr. Plew Trivisvavet)
Chief Executive Officer