ข่าวแจ้งตลาดหลักทรัพย์

Information Memorandum Regarding a connected transaction (Acquisition of the ordinary issued and sold shares of Papanan Limited) The Board of Directors Meeting of Sansiri Public Company Limited ("SIRI") # 6/2006 held on 3 August 2006 passed the resolution in approving SIRI to acquire 2,000,000 ordinary shares or representing 100 percent of paid-up capital of Papanan Limited ("Papanan"). Whereas the 1,190,400 ordinary shares or representing 59.52 percent of paid-up capital of Papanan are owned by a connected person in accordance with the Notification of the Stock Exchange of Thailand (SET), Re: Disclosure of Information and Act of Listed Companies Concerning the Connected Transactions, 2003. The size of the transaction is accounted for 0.15 percent of SIRI's net tangible assets (as of 31 March 2006) which are 7,843.19 million baht, and falls under the connected transaction, the details of which are as follow: 1.The date on which the transaction will occur : SIRI will acquire the ordinary shares of Papanan within 31 August 2006 2.The parties involved : Buyer : Sansiri Public Company Limited Seller : The shareholders of Papanan can be categorized into connected and non-connected persons as follows: (1) Mrs. Pakpilai Thavisin - as a connected person (2) Mrs. Chanida Assadathorn - non-connected person (3) Miss Nichaya Pahoosutt - non-connected person (4) Sister M. Co., Ltd. - non-connected person Relationship with SIRI : The seller no.(1) Mrs. Pakpilai Thavisin, a major shareholder and Managing Director of Papanan, is the spouse of Mr. Srettha Thavisin who is the Management of SIRI (presently, he is a director and the President) which can be categorized into connected person (falls under the definition of"Management") according to the Notification of the Stock Exchange of Thailand (SET), Re: Disclosure of Information and Act of Listed Companies Concerning the Connected Transactions, 2003. There are no relationship among SIRI and the other shareholders in the no. (2) to (4) abovementioned. 3.The general characteristics of the transaction : This transaction falls under the acquisition of assets, i.e. securities. 4.The details of assets acquired : Securities - Type of securities : Ordinary shares - Name of Issuer : Papanan Limited - Nature of business : Medical service, Aesthetics, Health care and Medical Spa - Registered capital : 20,000,000 baht divided into 2,000,000 shares with par value of 10.-baht - Paid-up capital : 20,000,000 baht divided into 2,000,000 shares with par value of 10.-baht - Number of shares acquired : 2,000,000 shares - Purchasing price per share : 10.-baht - Proportion of share holding by SIRI before acquisition : -none- - Proportion of share holding by SIRI after acquisition : 100 percent of paid-up capital of Papanan - Financial Highlights of Papanan Limited as of 30 June 2006 (Un-audited) are as follows: Financial status (In million baht) Total Assets 127.60 Total Liabilities 173.17 Paid-up capital 20.00 Shareholders' Equity -45.58 Book Value (baht) -22.79 Operating Results (In thousand baht) Total Revenues 18.28 Cost of goods sold 1.67 SG&A 42.16 Net Loss -29.16 5.Objective of the acquisition : To create an opportunity to expand business and joint benefit (Synergy) relating to the core business of SIRI i.e. real estate development and hospitality business. 6.Basis used to determine the Consideration Value : The consideration value paid by SIRI to Papanan's shareholders are the agreed price which was determined on the basis of the share evaluation using the discounted cash flow approach made by the financial advisor i.e. Finansa Securities Co., Ltd. 7.The total value of consideration and the type of payment : - The total value of consideration : 20,000,000.- baht - type of payment : wholly paid by cash within 31 August 2006 8.The source of funds : Working capital of SIRI 9. The return on investment : SIRI will receive the benefits from this transaction in forms of dividends from Papanan's operations and,in the long term, increasing earnings per share, which will finally enhance the value of SIRI's shares. 10.The nature and extent of the interest of the connected person in the transaction : SIRI will acquire the entirety of 2,000,000 ordinary shares of Papanan, having par value of 10.-baht which are equivalent to 100 percent of paid-up capital of Papanan, from its shareholders, at the total price of 20,000,000.- baht or 10.-baht per share. The names of the selling shareholders are as follows: Name of the Seller Number of Shares Percentage of Total of to be sold paid-up capital Purchasing Price (baht) (1) Mrs. Pakpilai Thavisin 1,190,400 59.52 11,904,000.- (2) Mrs. Chanida Assadathorn 368,000 18.40 3,680,000.- (3) Miss Nichaya Pahoosutt 368,000 18.40 3,680,000.- (4) Sister M. Co., Ltd. 73,600 3.68 736,000.- The acquisition of 1,190,400 ordinary shares (59.52 percent of paid-up capital) from Mrs. Pakpilai Thavisin (a major shareholder and Managing Director of Papanan, and she is the spouse of Mr. Srettha Thavisin who is the Management of SIRI) at the total price of 11,904,000.-baht is considered a connected transaction under type of transaction relating to assets or service pursuant to Clause 6 (4) of the Notification of the Stock Exchange of Thailand (SET), Re: Disclosure of Information and Act of Listed Companies Concerning the Connected Transactions, 2003, which does not require an approval from the shareholders' meeting. 11.Summary of the opinion of the Board of Directors and the Audit Committee : The Board of Directors and the Audit Committee shared the same opinions that the acquisition of the medical spa business of Papanan was good thing to do since this business is quite new and there are not many players in the market because it involves the medical expertise in specific area to run business. After the acquisition, SIRI can use its expertise in management and marketing so as to expand the business, which will not only enhance and support its current core business of real estate development but also accommodate its plan for future business expansion. The Board of Director is of the opinion that the value of transaction as agreed when compared with the appraised value which was done by financial adviser appointed by the management, was fair and appropriate. In this regards, a director who have interests and is a connected person, i.e. Mr. Srettha Thavisin, the spouse of Mrs. Pakpilai Thavisin, did not attend the meeting and have no right to vote for approval the transaction in this agenda. Verification of Information Directors of Sansiri Public Company Limited hereto certified the accuracy of information disclosed herein. .................................. (Mr. Wanchak Buranasiri) Director