ข่าวแจ้งตลาดหลักทรัพย์
14 พฤษภาคม 2550
Notify the investment by setting up a subsidiary.
(Translation)
Ref. No. SS./ 1411 / 2007
14 May 2007
Subject : Notification of the investment by setting up a subsidiary
(a company in which Sansiri indirectly holds shares).
To : President
The Stock Exchange of Thailand
The Board of Directors' meeting no. 3/2007 of Sansiri Public Company Limited
("Sansiri") held on 11 May 2007 has passed the resolution that Plus, a 100%
owned subsidiary of Sansiri, to invest by setting up a subsidiary company
which Plus holds shares in the proportion of 51% of its registered capital
(a company in which Sansiri indirectly holds shares). Therefore, Sansiri
would like to report the information to the SET concerning the investment by
setting up the said subsidiary, the details of which are as follows:
1. Name of the Company : Plus Property Space Co., Ltd.
2. Type of Business : Real Estate Development
3. Objective of the investment : To be Plus's subsidiary, which will invest
in the real estate development projects which
will be further agreed with the investors.
4. Registered Capital : 10 million baht by divided into 1 million
ordinary shares at the par value of 10 baht
Paid-up Capital : 10 million baht
5. The number of shares to be
invested by Plus and the
proportion : 510,000 ordinary shares, equivalent to 51% of
the registered capital of Plus Property Space
Co., Ltd.
6. The shareholding structure : Name of the shareholders Proportion of
shareholding
(1) Plus Property Co.,Ltd. 51 %
(2) Space Development Co.,Ltd 49 %
Total 100 %
Space is a company in which J&W Development
Co., Ltd.directly holds shares in the
proportion of 51% of its registered capital,
and J&W holds shares in Plus Property Venture
Co., Ltd. ("PPV", a subsidiary of Plus)
equivalent to 20%. However, J&W is not a
connected person of Sansiri and Plus.
7. Board of Directors of Plus
Property Space Co., Ltd. : (1) Mr. Mayta Chanchamcharat
(2) Mr. Piyabutr Lertdumrikarn
(3) Mrs. Chitraporn Tangsuwan
(4) Mr. Somchai Sirivichayakul
8. Criteria in calculating the
amount of compensation : Par value
9. The total value of the
Consideration : Investment at the par value of the new
company, which is the fair and reasonable
price
10. The sources of funds : Plus's Working Capital
11. The return on investment : Dividend
12. Other : At the same time, Plus agrees to give a revolving
term loan in the amount of 30.60 million baht which
equal to 51% of the totaling loan (Shareholders Loan)
of 60 million baht, with an interest at the average
Minimum Lending Rate (MLR) of the commercial banks
registered in Thailand according to the data of the
interest lending rates as at the last working day of
every calendar month which will be calculated and
published by the Bank of Thailand ("the average MLR")
per annum. The loan will be repaid in full within 3
years from the drawdown date. The repayment schedule
will be in accordance with the cash flow surplus from
the operation.
13. The general characteristics
of the transaction : (1) The entry into the transaction by Plus
(the investment of setting up a subsidiary)
and its transaction size are not fell within
any jurisdiction of the notification of the
SET Re: Rule, Procedures and Disclosure of
Connected Transaction of Listed Companies
and Re: Rule, Procedures and Disclosure of
Information Concerning the Acquisition and
Disposition of Asset of Listed Companies.
(2) The entry into the transaction by Plus
(give a revolving term loan) is a transaction
where Plus offer financial assistance to
Plus Property Space Co., Ltd. in proportion
of 51% based on the ratio it has an interest
therein according to business conditions in
general within the notification of the SET
Re: Rule, Procedures and Disclosure of
Connected Transaction of Listed Companies.
Please be informed accordingly.
Yours sincerely,
(Mr. Wanchak Buranasiri)
Senior Executive Vice President