SET Announcements
28 February 2008
Enclousre 1- additional acquisition of shares in SV
Sansiri Public Company Limited announces the additional acquisition
of ordinary shares in Sansiri Venture Co., Ltd. (a subsidiary)
The Board of Directors Meeting of Sansiri Public Company Limited
("SIRI") # 2/2008 held on 27 February 2008 passed the resolution approving
SIRI to acquire the additional 120,000 ordinary shares or equivalent to 40
percent of paid-up capital of Sansiri Venture Co., Ltd. ("SV") [its
subsidiary], from Space Development Co., Ltd ("Space"). The transaction is
categorized as
Class 3 (the value of transaction is less than 15 percent) pursuant to the
Notification of the Board of Governors of the Stock Exchange of Thailand
regarding Disclosure of Information and Other Acts of Listed Companies
Concerning the Acquisition and Disposition of Assets, 2004, the details of
which are as follow:
1. The date on which the transaction will occur
The transaction will be made into 2 installments:
The 1st installment : SIRI will buy the 30,000 ordinary shares or
equivalent to 10 percent of paid-up capital of SV
within March 2008
The 2nd installment : SIRI will buy the 90,000 ordinary shares or
equivalent to 30 percent of paid-up capital of SV
within September 2008
2. The parties involved
Buyer : Sansiri Public Company Limited or SIRI
Seller : Space Development Co., Ltd. or Space
Relationship with SIRI : Space holds shares in Plus Property Space
Co., Ltd. (a company in which SIRI
indirectly holds share) in the proportion
of 49 percent. However, Space is not a
connected person of SIRI.
3. The general characteristics of the transaction
- Transaction class : The transaction is categorized as Class 3 (the
value of transaction is less than 15 percent)
pursuant to the Notification of the Board of
Governors of the Stock Exchange of Thailand
regarding Disclosure of Information and Other
Acts of Listed Companies Concerning the
Acquisition and Disposition of Assets, 2004.
- The basis used to
consider the volume : The basis of the value of consideration given
- The volume of the
transaction : Considered the volume of the transaction
pursuant to the basis under the Notification
of the SET, the maximum transaction
size equivalent to 0.831 percent, the detail
of such calculations are as follow:
The calculation based on the value of consideration given criteria
(Based on financial statements as at 31 December 2007 prepared by the
management of SV and the Consolidated financial statements of SIRI as at 31
December 2007)
(unit : thousand baht)
Size of transaction = 0.831%
The calculation details
The value given x 100 = 175,030.00 X 100
Total assets of SIRI 21,068,384.50
The calculation based on the value of net asset criteria
(Based on financial statements as at 31 December 2007 prepared by the
management of SV and the Consolidated financial statements of SIRI as at 31
December 2007)
(unit : thousand baht)
Size of transaction = -0.376 %
The calculation details
40% NTA of SV x 100 = -30,884.58 X 100
NTA of SIRI 8,220,423.89
The calculation based on the value of net profit criteria
(Based on financial statements as at 31 December 2007 prepared by the
management of SV and the Consolidated financial statements of SIRI as at 31
December 2007)
(unit : thousand baht)
Size of transaction = -4.646 %
The calculation details
40% Net profit of SV x 100 = -32,890.72 X 100_
Net profit of SIRI 707,930.68
4. The details of the investment being acquired
Securities
- Type of securities : Ordinary shares
- The company name : Sansiri Venture Co., Ltd.
- The nature of its business : Real Estate Development
- Registered capital : 3 million baht
- Paid-up capital : 3 million baht
- Number of shares disposed of : 120,000 shares
- The 1st installment : 30,000 shares
- The 2nd installment : 90,000 shares
- Proportion of shareholding
by SIRI before acquisition : 60 percent
- Proportion of shareholding
by SIRI after acquisition : - after acquisition in the 1st
installment, Proportion of
shares held by SIRI will be 70
percent
- after acquisition in the 2nd
installment, Proportion of
shares held by SIRI will be 100
percent
5. The total value of consideration
and the type of payment
- The total value of consideration
(share price) : 175,030,000 baht
- method of payment : The 1st installment : Paid by cash
in the amount of 43,760,000 Baht
within March 2008 (for the
acquisition of 30,000 ordinary
shares or equivalent to
10 percent of paid-up capital of SV)
The 2nd installment : Paid by cash
in the amount of 131,270,000 Baht
within September 2008 (for the
acquisition of 90,000 ordinary
shares or equivalent to
30 percent of paid-up capital of SV)
6. Basis used to determine the
Consideration Value : The consideration value paid by
SIRI to the Seller are the agreed
price based on the value of the
company which was calculated by
using the Discounted Cash
Flow (DCF) Approach
7. The reason for the disposal
Of the assets : For investment in the dividend
yield and for the flexibility in
administration
8. The source of funds : Working capital of SIRI
9. The return on investment : Dividend
10. Other : The entry into the transaction by
SIRI and the transaction size does
not fall within any jurisdiction of
the Notification of the Board of
Governors of the Stock Exchange of
Thailand regarding Disclosure of
Information and Other Acts of
Listed Companies Concerning the
Connected Transaction, 2003.
Verification of Information
Directors of Sansiri Public Company Limited hereto certified the accuracy of
information disclosed herein.
(Mr. Wanchak Buranasiri)
Director