ข่าวแจ้งตลาดหลักทรัพย์

Acquisition and disposition of assets (Translation) No. CK-12-0000-PO-L-0117 December 19, 2012 Re: Notification of Resolutions of the Board of Directors' Meeting No. 6/2012 Attn.: President of the Stock Exchange of Thailand Enclosure: Information Memorandum on Disposition of Shares in Thai Tap Water Supply Public Company Limited CH. Karnchang Public Company Limited hereby notifies the resolutions of the Board of Directors' Meeting No. 6/2012 which was held on December 19, 2012, with the details as follows: 1. Approval was granted to propose the matter to the Extraordinary General Meeting of Shareholders No. 1/2013 to consider granting approval for the Company to sell its 438,900,000 shares in Thai Tap Water Supply Public Company Limited to Bangkok Expressway Public Company Limited, representing 11 percent of the registered capital, at the price of Baht 7.55 per share, amounting to Baht 3,313,695,000, per the details in the Enclosure. 2. Approval was granted to appoint Trinity Advisory 2001 Co., Ltd. as an independent financial advisor to provide opinions on the justification and benefits for the Company, fairness of price and transaction conditions and provide opinions for the Company's shareholders on the transaction on disposition of shares in Thai Tap Water Supply Public Company Limited. 3. The date for the Extraordinary General Meeting of Shareholders No. 1/2013 was scheduled to be held on Tuesday, February 5, 2013, at 9.30 hours, at Supunnika Room on 4th Floor, No. 587 Viriyathavorn Building, Sutthisarnvinitchai Road, Dindaeng Subdistrict, Dindaeng District, Bangkok, with the agenda as follows: Agenda Item 1 To consider and approve the Minutes of the 2012 Annual Ordinary General Meeting of Shareholders Agenda Item 2 To consider and approve the sale of shares in Thai Tap Water Supply Public Company Limited to Bangkok Expressway Public Company Limited Agenda Item 3 To consider other matters (if any) 4. January 3, 2013 was determined to be the record date for the right to attend the Extraordinary General Meeting of Shareholders No. 1/2013; and the list of shareholders would be collected under Section 225 of the Securities and Exchange Act by way of closing of the share register for suspension of the share transfer on January 4, 2013. Please be informed accordingly. Very truly yours, (Mr. Plew Trivisvavet) Chief Executive Officer Information Memorandum on Disposition of Shares in Thai Tap Water Supply Public Company Limited The Board of Directors' Meeting No. 6/2012 of CH. Karnchang Public Company Limited, on December 19, 2012, resolved to grant approval for proposal to the Extraordinary General Meeting of Shareholders No. 1/2013 to consider granting approval for the Company to sell 438,900,000 ordinary shares in Thai Tap Water Supply Public Company Limited held by the Company to Bangkok Expressway Public Company Limited, at the price of Baht 7.55 per share, amounting to Baht 3,313,695,000, as per the following details: 1. Transaction Date After receipt of approval from the Extraordinary General Meeting of Shareholders No. 1/2013. 2. Contractual Parties Seller : CH. Karnchang Public Company Limited Buyer : Bangkok Expressway Public Company Limited* Amount of Shares : 438,900,000 shares or 11 percent of the registered capital Transaction Value : At the price of Baht 7.55 per share or amounting to Baht 3,313,695,000. Relationship : CH. Karnchang Public Company Limited holds 116,669,550 shares in Bangkok Expressway Public Company Limited or representing 15.15 percent of the registered capital, and since Mr. Plew Trivisvavet holds the position of Chief Executive Officer of CH. Karnchang Public Company Limited and concurrently holds the position of Chairman of the Executive Board of Bangkok Expressway Public Company Limited, this is a transaction between the listed company and its connected person in which a listed company as a shareholder authorizes person(s) to oversee such juristic person as such listed company is a shareholder, whereby the listed company and such juristic person are not related in any other manner, and as such, it is exempt from being treated as a connected transaction subject to compliance with the Notification of the Board of Governors of the Stock Exchange of Thailand, Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions B.E. 2546 (2003). Remark * Bangkok Expressway Public Company Limited would execute such transaction only after receipt of approval of the Shareholders' Meeting, whereby such transaction is deemed a connected transaction since CH. Karnchang Public Company is the major shareholder of Bangkok Expressway Public Company Limited. 3. General Characteristics of the Transaction The Company intends to sell 438,900,000 shares in Thai Tap Water Supply Public Company Limited to Bangkok Expressway Public Company Limited, at the price of Baht 7.55 per share, amounting to Baht 3,313,695,000, with the discount of five percent from the average price for the past 60 business days up to December 17, 2012 on which both contractual parties concluded their negotiation. The total volume of this transaction on disposition of shares in Thai Tap Water Supply Public Company Limited shall represent 976.39 percent which falls into Type 1 Transaction under the calculation method of the transaction volume based on net profit from normal operation after deduction of taxes as incurred from the acquired or disposed assets, compared with the net profit of the listed company, in accordance with the Notification of the Board of Governors of the Stock Exchange of Thailand, Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition or Disposition of Assets B.E. 2547 (2004), which requires the Company to have the duty to disclose the information on such transaction to the Stock Exchange of Thailand. In this regard, the Company shall also seek approval from the Shareholders' Meeting with the favorable votes of not less than three-fourths of all votes of the shareholders attending the Meeting and having the voting right, excluding the votes of interested shareholders. In addition, the Company shall deliver the notice of the Shareholders' Meeting, together with the opinion of the independent financial advisor, to the shareholders at least 14 days prior to the Shareholders' Meeting date. 4. Details of Disposed Assets A. Nature of Business Name : Thai Tap Water Supply Public Company Limited Address : No. 30/130 Moo 12, Buddhamonthon 5 Road, Tambon Rai Khing, Amphoe Sam Phran, Nakhon Pathom Province Nature of Business : Operation of business for water production and distribution to the Provincial Waterworks Authority (PWA) in two provinces, namely, Nakhon Pathom Province, comprising Amphoe Nakhon Chaisi, Amphoe Sam Phran, Amphoe Phutthamonthon, and Samut Sakhon Province, comprising Amphoe Mueang Samut Sakhon and Amphoe Krathum Baen, commencing the water production and distribution to the PWA since 1994. The company was converted into a public limited company on July 6, 2006, under the name of Thai Tap Water Supply Public Company Limited, and offered to sell ordinary shares for capital increase to the public and was listed on the Stock Exchange of Thailand on May 22, 2008. Currently, the company's registered and paid-up capital amounts to Baht 3,990 Million, divided into 3,990 million ordinary shares, at the par value of Baht One per share. In 2011, the maximum production capacity of Thai Tap Water Supply Public Company Limited was 400,000 cubic meters per day with the minimum off take quantity from the PWA of 318,000 cubic meters per day, representing 70 percent of the maximum production capacity. Throughout the entire year of 2011, the company's total sales of tap water to the PWA amounted to 120 million cubic meters with the accumulated sales of tap water of 745 million cubic meters from the first distribution of water until the end of 2011. Meanwhile, based on the vision to move forward to be Thailand's leading company in water, energy and eco-friendly businesses, the company then invested in ordinary shares in CK Power Limited (CKP) as a holding company which holds shares in other electricity production and distribution companies, whereby CKP has invested in another five subsidiaries and associated companies in electricity production and distribution businesses which produce electricity from various types of energy, that is, one for hydropower, three for photovoltaic energy and one for co-generation. The company's current shareholding in CKP is 38 percent of the registered capital of Baht 9,200 Million. B. Board of Directors of Thai Tap Water Supply Public Company Limited The Board of Directors of Thai Tap Water Supply Public Company Limited currently comprises a total of 12 members as listed below: 1. Mr. Thanong Bidaya Chairman of the Board of Directors and Independent Director 2. Mr. Plew Trivisvavet Vice-Chairman of the Board of Directors 3. Mr. Techapit Sangsingkeo Independent Director and Chairman of the Audit Committee 4. Mr. Phairuch Mekarporn Independent Director and Audit Committee Member 5. Mr. Somnuk Chaidejsuriya Independent Director and Audit Committee Member 6. Mr. Narong Sangsuriya Director 7. Mr. Prasert Marittanaporn Director 8. Mr. Ryotaro Sumi Director 9. Mr. Suvich Pungchareon Director 10. Mr. Sombat Kitjalaksana Director 11. Mr. Tomonori Suzuki Director 12. Mr. Sompodh Sripoom Director C. Shareholding Structure List of top ten shareholders as at closing date of the share register for suspension of the share transfer (August 10, 2012) was as follows: Number of Shares % 1. CH. Karnchang Public Company Limited* 1,198,777,400 30.04 2. Mitsui Water Holdings (Thailand) Company Limited 1,036,500,000 25.98 3. Bangkok Expressway Public Company Limited 368,750,000 9.24 4. Thai NVDR Ltd. 176,944,700 4.43 5. Bangkok Life Assurance Public Company Limited 167,361,200 4.19 6. HSBC (SIGAPORE) NOMINEES PTE LTD 77,104,363 1.93 7. Bangkok Bank Public Company Limited 73,895,000 1.85 8. Mr. Min Tieanworn 62,300,000 1.56 9. THE BANK OF NEW YORK (NOMINEES) LIMITED 43,561,524 1.09 10. RBC DEXIA INVESTOR SERVICES BANK S.A. 41,207,800 1.03 Total 3,246,401,987 81.34 Remark: * If the Company has sold shares under the resolution of the Extraordinary General Meeting of Shareholders No. 1/2013, the shareholding percentage of CH. Karnchang Public Company Limited would then be 19.04 percent. D. Summary of Financial Position The summary of the financial position and the results of operation of Thai Tap Water Supply Public Company Limited for 2010-2011 and for the first nine-month period of 2012, as audited and reviewed by the auditor, is as follows: (Unit: Thousand Baht) 2010 2011 2012 (Nine-Month Period) Current assets 4,471,818 5,434,948 5,522,047 Fixed assets 17,016,460 16,293,351 18,589,047 Total assets 21,488,278 21,728,299 24,111,094 Current liabilities 1,086,420 4,358,355 864,657 Long-term liabilities 10,918,261 7,178,274 13,066,952 Total liabilities 12,004,681 11,536,628 13,931,609 Registered and paid-up capital 3,990,000 3,990,000 3,990,000 Shareholders' equity 9,483,596 10,191,671 10,179,485 Total revenues 4,419,781 4,635,092 3,957,386 Cost of sales 1,293,971 1,322,997 1,096,254 Operating expenses 428,000 447,275 365,352 Interest expenses 442,123 517,964 447,241 Net income (loss) 2,062,889 2,112,969 1,861,504 Net earnings (loss) per share (Baht) 0.52 0.53 0.47 Number of shares (million) 3,990,000 3,990,000 3,990,000 The auditor of Thai Tap Water Supply Public Company Limited is Mr. Khitsada Lerdwana of Ernst & Young Office Limited. 5. Total Value of Transaction The transaction value of the disposition of shares in Thai Tap Water Supply Public Company Limited to Bangkok Expressway Public Company Limited, totaling 438,900,000 shares, represents 11 percent of the registered capital, totaling Baht 3,313,695,000, whereby the Buyer shall make payment by cashier's cheque or money transfer via banking system on the transaction date in the amount of Baht 2,200,000,000, and the Buyer shall make the remaining payment in full by April 2015. 6. Value of Disposed Assets The assets disposed by the Company represent 438,900,000 ordinary shares in Thai Tap Water Supply Public Company Limited, at the book value of Baht 2.55 per share as at September 30, 2012 as reviewed by the auditor. Therefore, the total value of the disposed assets amounts to Baht 1,119,195,000. 7. Basis of Calculation of the Share Price The price of shares in Thai Tap Water Supply Public Company Limited is fixed at Baht 7.55 per share, with the discount of five percent from the average price for the past 60 business days up to December 17, 2012 on which both contractual parties concluded their negotiation and mutually agreed on the price. 8. Benefits Expected to Be Obtained by the Company 1. The Company's liquidity will improve from the disposition of shares in Thai Tap Water Supply Public Company Limited, and as a result, the Company can use the proceeds to repay debts and support its investment in the future. 2. The Company expects to gain profits from the sale of such shares since the selling price is higher than the Company's cost. 3. After the sale of 11 percent of such shares, the Company's shareholding percentage will decrease to 19.04 percent. The Company has then reclassified the investments in TTW from investment in associate to available-for-sale investments, and the Company has changed the value of investment method from the equity method to the fair value. In this respect, such fair value shall be calculated based on the latest buying price as at the end of the period of the Stock Exchange of Thailand, thereby enabling the Company's financial statements to reflect the actual value of investment. 9. Plan for Utilization of Proceeds from Disposition of Assets The Company shall use the proceeds to repay debts, support its investment in construction projects in the future and as its working capital in the business. 10. Directors who are interested parties and/or connected persons are Mr. Plew Trivisvavet and Mr. Presert Marittanaporn, who neither participated nor voted in the Meeting. 11. Opinion of the Board of Directors The Board of Directors is of the view that the above disposition is reasonable and beneficial to the Company, as it would enhance its financial liquidity, whereby the Company would gain more cash and profits from the price difference of the investment from sale of such shares, and as a result, it would be able to use such proceeds to repay debts and support its investment in the future. After the sale of 11 percent of such shares, the Company's shareholding percentage will decrease to 19.04 percent. The Company has then reclassified the investments in TTW from investment in associate to available-for-sale investments, and the Company has changed the value of investment method from the equity method to the fair value. In this respect, such fair value shall be calculated based on the latest buying price as at the end of the period of the Stock Exchange of Thailand, thereby enabling the Company's financial statements to reflect the actual value of investment. In addition, the buying price of such shares is justifiable. Therefore, such transaction is fair in terms of price and related conditions. 12. Opinion of the Audit Committee Members and/or Directors which is different from Opinion of the Board of Directors under Clause 11. - None - The Company hereby certifies that the foregoing information is true and correct in all respects. Signed: (Mr. Plew Trivisvavet) Chief Executive Officer ______________________________________________________________________ Meeting schedule of securities holders Subject : Schedule of Extra-General Meeting of Shareholders Date of Board resolution : 19-Dec-2012 Meeting date : 05-Feb-2013 Beginning time of meeting (h:mm) : 09 : 30 Record date for the right to attend the : 03-Jan-2013 meeting Book closing date for collecting holders : 04-Jan-2013 names under Section 225 of the Securities and Exchange Act Ex-meeting date : 28-Dec-2012 Significant agenda item : - Acquisition and disposition of assets Venue of the meeting : at Supunnika Room on 4th Floor, No. 587 Viriyathavorn Building, Sutthisarnvinitchai Road, Dindaeng Subdistrict, Dindaeng District, Bangkok Remark : The Board of Directors' Meeting No. 6/2012 of CH. Karnchang Public Company Limited, on December 19, 2012, resolved to grant approval for proposal to the Extraordinary General Meeting of Shareholders No. 1/2013 to consider granting approval for the Company to sell 438,900,000 ordinary shares in Thai Tap Water Supply Public Company Limited held by the Company to Bangkok Expressway Public Company Limited, at the price of Baht 7.55 per share, amounting to Baht 3,313,695,000 ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand has no responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement.