SET Announcements

(Translation) Ref. No. SS./ 1135 / 2005 13 September 2005 Subject : Disclosure of information concerning the acquisition and disposition of assets of Sansiri Public Company Limited To : President The Stock Exchange of Thailand Reference : Letter of the Company Ref. No.SS./0967/2005 Re:Notification of the Establishment of Baan Sansiri Property Fund, dated 15 August 2005. Pursuant to the Board of Sansiri Public Company Limited ("the Company") at the meeting No. 4/2005, held on 15 August 2005, it was approved in principle to dispose the Company's single detached housing and land, including the furniture and appliances situated thereon (the "Properties") which were part of the Company's single detached housing project named "Baan Sansiri Sukhumwit" to Baan Sansiri Property Fund ("the Property Fund"). The establishment of the Property Fund was already approved by the Securities and Exchange Commission, and would be managed by ING Funds (Thailand) Company Limited. In this regards, the Chief Executive Officer and the President were assigned by the Board of Directors to make any decision necessary to complete the said transaction, the details of which have already been reported to the SET in the the Reference. Now, the Chief Executive Officer and the President has considered and approved the Company to enter into the transactions with the Property Fund concerning the disposition and lease of assets as well as the investment in the Property Fund. Therefore, the Company would like to report and disclose information concerning the acquisition and disposition of assets of the Company, to the SET as follows: 1. The date on which the transaction occurred - To invest in the Property Fund : 9 September 2005 - To dispose assets to the Property Fund : 12 September 2005 - To lease assets from the Property Fund : 12 September 2005 2.The parties involved - Seller / Lessee : Sansiri Public Company Limited - Buyer / Lessor : Baan Sansiri Property Fund - Relationship with the Company : - none - 3.The general characteristics of the transaction 3.1 The Company agree to dispose its assets to the Property Fund i.e. the land and residential houses including the furniture and appliances situated thereon, totaling 25 units of Baan Sansiri Sukhumvit, situated at Soi Sukhumvit 67, Khwaeng Phra Khanong Nuea, Khet Wattana, Bangkok, (the "Properties") at aggregate the amount of 850,000,000 baht. 3.2 After the selling of such Properties to the Properties Fund and the Property Fund has already invested in the Properties, the Property Fund will initially obtain revenue from such Properties as follows: (1) The Property Fund will entered into the agreement to lease the Properties to Sansiri Public Company Limited for the period of 5 years. The revenue from the lease of the said 25 units residential houses will be not less than 70 million baht per year and/or the Property Fund may carry out the lease with the existing tenant, in this case, the Property Fund may consider and appoint Sansiri Public Company Limited to act as a property manager of the said residential houses. Sansiri Public Company Limited is still guarantee the Property Fund that the whole rental revenues of 25 units residential houses must be not less than 70 million baht per year throughout the period of 5 years from the date that the Property Fund has invested in the said Properties. The rental revenues are the gross revenues before the Property Fund's expenses. (2) At the expiration of the period of 5 years from the date that the Property Fund has invested in the above-mentioned Properties, if the Property Fund wishes to sell certain or all units of its Properties, the Property Fund will firstly employs an opened bidding procedure giving a fair chance to any parties to purchase the Properties. In case the Property Fund had already proceeded as mentioned, but there is no purchaser or the purchaser offer to purchase at the price lower than the Property Fund purchased price, the Property Fund may exercise the right to call Sansiri Public Company Limited to buy back certain or all units of the Properties back (Put Option) at the same price that the Property Fund had purchased as it may deem appropriate. (3) In respect of the Properties which the Property Fund does not sell to any person and does not exercise the right to call Sansiri Public Company Limited to buy back (Put Option), upon the expiration of the 5-year lease term, the Property Fund and Sansiri Public Company Limited may enter into the lease agreement subject to the condition which is suitable with the market at that time. (4) During the period of the fund scheme, the Property Fund may sell certain or all units of the Properties to other persons as the Property Fund may deem appropriated. In this regard, the Property Fund may either sell the Properties by itself or appoint Sansiri Public Company Limited or other persons to act as a selling agent or a broker to sell. In the event that the Property Fund sell the Properties during the period of lease term in accordance with Clause (1) mentioned above, the lease agreement between the Property Fund and Sansiri Public Company Limited in connection with such Properties will be terminated. However, if Sansiri Public Company Limited has sub-leased such Properties to any tenants, and such lease term is not yet expired, Sansiri Public Company Limited and the Property Fund will cooperate with each other so as to assign the rights and obligations of Sansiri Public Company Limited under the sub-lease agreement to the Purchaser so that the tenant will lease the Properties directly from the Purchaser. 3.3 The Company invests in the Property Fund by purchase 11,164,300 units, at the par value of 10 baht, totaling 111,643,000 baht or equivalent to 12.91% of total units. The entry into the transaction by the Company and its transaction size are not fell within any jurisdiction of the notification of the SET Re: Rule, Procedures and Disclosure of Connected Transaction of Listed Companies and Re: Rule, Procedures and Disclosure of Information Concerning the Acquisition and Disposition of Asset of Listed Companies. 4.Details of the assets acquire / dispose of 4.1 Disposition of assets The land and residential houses including the furniture and appliances situated thereon,totaling 25 units of Baan Sansiri Sukhumvit, situated at Soi Sukhumvit 67, Khwaeng Phra Khanong Nuea, Khet Wattana, Bangkok of Sansiri Public Company Limited. 4.2 Acquisition of assets The units of the Property Fund with the initial investment of 865,000,000 baht. The Company invests in the Property Fund by purchase 11,164,300 units, at the par value of 10 baht, totaling 111,643,000 baht or equivalent to 12.91% of total units. 5.The total value of the consideration 5.1 Value of disposition The calculation based on the total value of the consideration criteria (calculated based on the reviewed financial statement as of 30 June 2005) Size of transaction = 4.36 % The calculation details Total value of consideration received x 100 = 850,000,000 x 100 Net Assets of the Company 19,507,471,000 5.2 Value of acquisition The calculation based on the total value of the consideration criteria (calculated based on the reviewed financial statement as of 30 June 2005) Size of transaction = 0.57% The calculation details Total value of consideration paid x 100 = 111,643,000 x 100 Net Assets of the Company 19,507,471,000 6. The basis used to determine the value of consideration : price conclude as a result of a negotiation between the Company and ING Funds (Thailand) Company Limited, the Fund Manager. In addition, Total Appraised Pricing as at 16 June 2005 by Toptavee Appraisal Co., Ltd.is in the amount 838,672,400 baht, and Total Appraised Pricing as at 24 June 2005 by Pro Appraisal Co., Ltd. is in the amount 805,792,000 baht. 7. The Expected Return : dividend yield from unit trust and also reduce the risk from the volatility of lending interest rate. 8. The proposed utilization of the proceeds received : The proceeds will be utilized for the repayment of the outstanding debt Please be informed accordingly. Yours sincerely, (Mr. Nopporn Boonthanom) Director