ข่าวแจ้งตลาดหลักทรัพย์

(Translation) Information Memorandum Regarding the Acquisition of Assets by Sansiri Public Company Limited 1. Date of the Transaction The meeting of the Board of Directors of Sansiri Public Company Limited (the "Company") No. 6/2002 dated August 19, 2002 had the resolution to approve the acquisition of 7,000,000 ordinary shares of Richee Holding Alliance Co., Ltd. ("Richee") by the Company. The transaction is expected to be occurred in August to September 2002. 2. Names of the Parties Involved Buyer : Sansiri Public Company Limited Seller : (1) Mrs. Sawang Mankongcharoen - 6,999,994 shares (2) Mr. Somchet Chong-prasert - 1 share (3) Mr. Manop Aumklin - 1 share (4) Mr. Songkran Maksuk - 1 share (5) Mr. Pichai Tangtieng - 1 share (6) Mr. Supatee Seemok - 1 share (7) Mr. Sumrit Na-wej - 1 share Relationship with the Company : - None - 3. Description of the Transaction Considered from the type and size of the transaction pursuant to Section 2. and Section 3. of the Notification of the Stock Exchange of Thailand regarding Rules, Procedures and Disclosure of Information Concerning the Acquisition and Disposition of Assets of Listed Copanies, the acquisition of 7,000,000 ordinary shares of Richee by the Company falls under category 2 with the maximum transaction size equivalent to 39.63% calculated according to the criteria under Section 3. The size of the transaction was calculated based on the criteria of net tangible assets of Richee in comparison with net tangible assets of the Company. The information used for this evaluation derived from Richee's financial statements dated June 30, 2002 after being adjusted by the capital increase transaction for the repayment of the director's loan in the amount of Baht 200,000,000, and the Company's financial statements dated June 30, 2002 after being adjusted by (a) Baht 1,431,045,000 capital increase raised from investors via private placement pursuant to the resolution of the Extraordinary General Meeting of the Company's shareholders No. 1/2002 dated August 7, 2002, which was paid during August 14-16, 2002, and (b) the exercise of right to subscribe the Company's shares of Starwood Thailand Country Fund I and Asia Country Fund (Starwood group) in the amount of Baht 77,500,000 pursuant to the Subscription Agreement dated March 3, 1999 between the Company and Starwood Thailand Corporation, which was paid on July 8, 2002. 4. Details of the Securities to be Acquired Name of the seller : Richee Holding Alliance Co., Ltd. Type of securities : Ordinary shares Par value : Baht 100 No. of securities to be acquired : 7,000,000 ordinary shares representing 100% of the total issued and paid-up share capital of Richee Nature of business : Hotel business ("The Monarch Hotel" (the name of the hotel is expected be changed to "Sofitel Silom" in September 2002) which is the 37 storey building, 454 rooms located at 188 Silom Road, Kweang Suriyawongse, Khet Bangrak, Bangkok) Location : Thailand Registered capital : Baht 700,000,000 Paid-up capital : Baht 700,000,000 Major shareholder : Mrs. Sawang Mankongcharoen Director : Mrs. Sawang Mankongcharoen 5. Total Consideration Value The total consideration of Baht 684,000,000 or, approximately, Baht 97.71 per share will be paid in cash by the Company to Richee for the acquisition of Richee's shares. The value derived from the negotiation between the Company and Richee. 6. Value of the Securities to be Acquired The book value of the 7,000,000 ordinary shares of Richee to be acquired by the Company is Baht 113.83 per share according to Richee's financial statements dated June 30, 2002 after being adjusted by the capital increase transaction for the repayment of the director's loan in the amount of Baht 200,000,000. In addition, the Company has appointed a financial advisor to evaluate the fair value of Richee's shares, which is in the range of Baht 125.96 199.72 per share valued by the discounted cash flow approach. 7. Basis used to Determine the Consideration Value The consideration value was determined on the basis of book value per share of Richee, discounted cash flow approach made by the Company's financial advisor and the negotiation between the Company and Richee, from which the acquisition price of Baht, 684,000,000 or, approximately, Baht 97.71 per share was agreed. The book value of Richee is equal to Baht 113.83, in accordance with Richee's financial statements dated June 30, 2002 after being adjusted by the capital increase transaction for the repayment of the director's loan in the amount of Baht 200,000,000. Richee's share value evaluated by the financial advisor through the discounted cash flow approach gives the price in the range of Baht 125.96 199.72 per share. 8. Expected Benefits of the Company The Company will receive the benefits from this transaction in forms of dividends from Richee's operations and, in long term, increasing earnings per share, which will finally enhance the value of the Company's shares. 9. Source of Fund The source of fund for the payment of the acquired shares will be financed by the capital increase raised from the investors via private placement, pursuant to the resolution of the Extraordinary General Meeting of the Company's shareholders No. 1/2002 dated August 7, 2002. 10. Currently Pursued Lawsuit or Case that has Material Effects on the Company - None - 11. Interests or Related Transactions between the Company and its Directors, Management and Shareholders who hold 10% or more of the Company's Shares - None - Verification of Information Directors of Sansiri Public Company Limited hereto certified the accuracy of information disclosed in this Information Memorandum. ............................... (Mr. Wanchak Buranasiri) Director