ข่าวแจ้งตลาดหลักทรัพย์
13 พฤศจิกายน 2549
Acquisition of additional investment in Sansiri Venture
(Translation)
Ref. No. SS./ 2472 / 2006
13 November 2006
Subject : The acquisition of additional investment in Sansiri Venture Co., Ltd.
(a subsidiary).
To : President
The Stock Exchange of Thailand
The Board of Directors Meeting of Sansiri Public Company Limited ("SIRI")
# 9/2006 held on 10 November 2006 passed the resolution in approving SIRI to
acquire an additional investment in Sansiri Venture Co., Ltd. ("SV"), a
subsidiary of SIRI by entering into a transaction to buy total of 147,000
ordinary shares in SV or equivalent to 49 percent of its paid-up capital which
held by Univenture Asset Management Co., Ltd., the detail of which are
as follows:
1. The date on which the transaction will occur
within December 2006
2. The parties involved
Buyer : Sansiri Public Company Limited
Seller : Univenture Asset Management Co., Ltd.
Relationship with SIRI : - none -
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 book value on Net Tangible Assets
(NTA)
- The volume of the
transaction : Considered the volume of the transaction pursuant
to the basis under the Notification of the SET,
the maximum volume of transaction are equivalent
to 0.036 percent, calculated by NTA of assets
acquired in comparison with total net assets of
SIRI, the detail of such calculations are as
follow:
The calculation based on the value of net asset criteria
(calculated based on the reviewed financial statement as of 30 September
2006)
Size of transaction = 0.036 percent
The calculation details
49% NTA of SV x 100 = 2,736 x 100
NTA of SIRI 7,674,430
(unit : thousand baht)
4. The details of assets acquired
Securities
- Type of securities : Ordinary shares
- Name of Issuer : Sansiri Venture Co., Ltd.
- Nature of business : real estate development
- Registered capital : 3,000,000 baht
- Paid-up capital : 3,000,000 baht
- Number of shares acquired : 147,000 shares
- Purchasing price per share: 18.61 baht
- Proportion of share holding
by SIRI before acquisition : 51 percent
- Proportion of share holding
by SIRI after acquisition : 100 percent
5. Objective of the acquisition : For the flexibility in administration
(SV is currently dormant).
6. Basis used to determine the
Consideration Value : Book value per share based on the reviewed
financial statement as at 30 September 2006
which is 18.61 baht per share.
7. The total value of consideration
and the type of payment :
- The total value of consideration: 2,735,670 baht
- type of payment : wholly paid by cash within December 2006
8. The source of funds : Working capital of SIRI
9. The return on investment : Dividend
10.Financial Data of SV :
(Unit : thousand baht)
As of September 2006
Total Assets 6,121
Total Liability 537
Registered and Paid-up Capital (baht) 3,000,000
Shareholders'Equity 5,585
Total Revenue 49,140
Expenditure 50,973
Net Profit (Loss) (1,833)
Earning Per Share (baht) (6.11)
Book Value per share (baht) 18.61
11.Other : The entry into the transaction by the
Company 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.
Please be informed accordingly.
Yours sincerely,
(Mr. Wanchak Buranasiri)
Senior Executive Vice President