ข่าวแจ้งตลาดหลักทรัพย์

(Translation) Information Memorandum Regarding the Disposition of Assets by Sansiri Public Company Limited 1. Date of the Transaction : 31 May 2005 The meeting of the Board of Directors of Sansiri Public Company Limited (the "Company") No. 3/2005 dated 16 May 2005 had passed the resolution to approve the disposition of 7,000,000 ordinary shares in Richee Holding Alliance Co., Ltd. ("Richee") by the Company. The transaction is subject to the condition precedent that the investment committee of the Buyer approve the acquisition which as of the date of the transaction such approval was already granted. 2. Names of the Parties Involved Buyer : LGR (Thailand) Limited (an affiliate of LaSalle Asia Opportunity II S.A.R.L) Seller : Sansiri Public Company Limited Relationship with the Company : - None - 3. Description of the Transaction Considered from the type and size of the transaction pursuant to the Notification of the 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 disposition of 7,000,000 ordinary shares of Richee by the Company falls under category 2 with the maximum transaction size equivalent to 9.08%, the detail of such calculations are as follow: The calculation based on the value of net asset criteria (calculated based on the audited financial statement as of 31 December 2004) Size of transaction = 9.08 % The calculation details % Net Assets of Richee x 100 = 642,978,211 x 100 Net Assets of the Company 7,138,654,247 The calculation based on the value of net profit criteria (calculated based on the audited financial statement as of 31 December 2004) Size of transaction = 0.14 % The calculation details % Net Assets of Richee x 100 = 707,101 x 100 Net Assets of the Company 498,667,582.38 The calculation based on the value of consideration received criteria (calculated based on the audited financial statement as of 31 December 2004) Size of transaction = 5.70 % The calculation details % Net Assets of Richee x 100 = 1,098,543,615.64 x 100 Net Assets of the Company 19,273,595,818 4. Details of the Securities to be Disposed Name of the Issuer : Richee Holding Alliance Co., Ltd. Type of securities : Ordinary shares Par value : Baht 100 Number 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 Sofitel Silom Bangkok 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 : Sansiri Public Company Limited Director : 1. Mr Apichart Chutrakul 2. Mr. Srettha Thavisin 3. Mr. Wanchak Buranasiri 4. Mr. Thalin Aiemtitiwat 5. Mr. Nopporn Boonthanom 6. Mr. Uthai Uthaisangsuk 5. Total Consideration Value The total consideration received from the Buyer for the sale of shares in Richee of Baht 1,098,543,615.64 or, approximately, Baht 156.9348 per share will be paid in cash by the Buyer to the Company for the disposition of Richee's shares on the date of transfer of the shares. (This consideration may be increased or decreased equal to the difference between (i) the total assets of Richee less its total liabilities ("Net Assets") in the audited balance sheet as of the date of the transfer and (ii) the Net Assets in the audited balance sheet as of 31 December 2004 which is the date on which the said amount of consideration is calculated. If the Net Assets as of the date of transfer of the shares are greater than the Net Assets as of the date on which the said amount of consideration is calculated, the Buyer will pay to the Company the amount of the excess.But If the Net Assets as of the date of transfer of the shares are less than the Net Assets as of the date on which the said amount of consideration is calculated, the Company will pay to the Buyer the amount of the deficiency.). 6. Value of the Securities to be Acquired The book value of the 7,000,000 ordinary shares of Richee to be disposed by the Company is Baht 642,978,211 according to Richee's financial statements dated 31 December 2004, or approximately Baht 91.85 per share. 7. Basis Used to Determine the Consideration Value The consideration value of Baht 1,098,543,615.64 or, approximately, Baht 156.9348 per share was determined on the basis of book value of the shares of Richee as in its audited financial statements as of 31 December 2004, in the amount of Baht 642,978,211 plus the difference between (i) the agreed price of the land, hotel furniture, fixtures and equipments of Sofitel Silom Bangkok, i.e. Baht 2,443,248,000.- and (ii) the book value of the same as in its audited financial statements as of 31 December 2004, i.e. Baht 1,987,682,595.-., in the amount of Baht 455,565,405.- . 8. The Proposed Utilization of the Proceeds from the Disposition of Assets. The Proceeds from the disposition of assets will be partly used to repay loans to financial institutions so as to be financially disciplined by reducing the debt to equities ratio, thus increase the Company's financial strength. The other part will be used to accommodate business growth. 9. The Condition for an Approval or Consent to Be Obtained for the Entering into the Transaction. The size of the transaction equals to 9.08 % which is less than the minimum criteria 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 Acquisition and Disposition of Assets, 2004. Therefore, the entering into this transaction requires only the approval from the board of directors of the Company and the Board of Directors of the Company in the meeting # 3/2005 held on 16 May 2005 has resolved to approve the Company to enter into this transaction. 10. Interests or Related Transactions between the Company and its Directors, Management and Shareholders who hold 10% or more of the Company's Shares - None - 11. Opinions of the Board of Director Concerning a Decision to Enter Into a Transaction. In approving of the transaction, the Board of Directors is of the opinion that beside the well determined profit the entering into this transaction it will also help reducing the total debts of the Company and increase financial strength as well as an ability to promote growth of the Company. 12. Opinions of the Company's Audit Committee and/or Directors Which are Different from the Opinions of the Board of Directors - 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