ข่าวแจ้งตลาดหลักทรัพย์
28 กุมภาพันธ์ 2551
Additional acquisition of shares in 3 subsidiary companies
(Translation)
Ref. No. SS./ 0507/ 2008
28 February 2008
Subject : The additional acquisition of ordinary shares in 3 subsidiary
companies
To : President
The Stock Exchange of Thailand
Enclosures : (1) Information re: Sansiri Public Company Limited reports the
additional acquisition of ordinary shares in Sansiri
Venture Co., Ltd. (a subsidiary)
(2) Information re: Plus Property Co., Ltd. reports the
additional acquisition of ordinary shares in Plus
Property Venture Co., Ltd. (a subsidiary)
(3) Information re: Plus Property Co., Ltd. reports the
additional acquisition of ordinary shares in Plus Property
Space Co., Ltd. (a subsidiary)
The Board of Directors of Sansiri Public Company Limited ("SIRI") in its
meeting # 2/2008 held on 27 February 2008 has approved SIRI and Plus
Properties Co., Ltd. ("Plus"), Siri's subsidiary company, to acquire the
additional ordinary shares in three of their subsidiary companies. The
shares to be acquired are the portion that are currently held by J&W
Development group ("J&W Group"), the details of the acquisition are as follow:
Item 1 To approve SIRI to acquire the additional ordinary shares in Sansiri
Venture Co., Ltd.("SV"), its subsidiary, in the number of 120,000 shares or
equivalent to 40% of SV's paid-up capital from J&W Group, the detail of which
are in Enclosure (1)
Item 2 To approve Plus to acquire the additional ordinary shares in Plus
Property Venture Co.,Ltd. ("PPV"), a subsidiary in which SIRI indirectly holds
shares, in the number of 490,000 shares or equivalent to 49% of PPV's paid-up
capital from J&W Group, the detail of which are in Enclosure (2)
Item 3 To approve Plus to acquire the additional ordinary shares in Plus
Property Space Co., Ltd.("PPS"), a subsidiary in which SIRI indirectly holds
shares, in the number of 490,000 shares or equivalent to 49% of PPS's paid-up
capital from J&W Group, the detail of which are in Enclosure (3)
The general characteristics of the transaction : The aggregate volume of these
3 transactions 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 volume of 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 1.561 percent, calculated by value of the
consideration given in comparison with total assets of SIRI (based on
financial statements as at 31 December 2007 prepared by the management of the
subsidiary companies and the consolidated financial statements of SIRI as at
31 December 2007), the detail of such calculations are as follow;
The calculation based on the value of consideration given criteria
(unit : thousand baht)
Size of transaction = 1.561%
The calculation details
The value given x 100 = 328,780.00 X 100
Total assets of SIRI 21,068,384.50
The calculation based on the value of net asset criteria (NTA)
(unit : thousand baht)
Size of transaction = -0.414 %
The calculation details
% NTA of acquired of asset x 100 = -34,033.75 X 100
NTA of SIRI 8,220,423.89
The calculation based on the value of net profit criteria
(unit : thousand baht)
Size of transaction = -4.377 %
The calculation details
% Net profit of acquired of company x 100 = -30,989.14 X 100_
Net profit of SIRI 707,930.68
Whereas, the entry into the transaction by SIRI and PLUS and the transaction
size do 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