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