ข่าวแจ้งตลาดหลักทรัพย์

Sansiri Public Company Limited announces the additional acquisition of ordinary shares in Plus Property Venture Co., Ltd. (a subsidiary) The Board of Directors Meeting of Sansiri Public Company Limited ("SIRI") would like to announce that a board of directors' meeting # 3/2008 for Plus Property Co., Ltd. ("PLUS") [a subsidiary in which SIRI holds 100 percent of the available shares] held on 27 February 2008 passed the resolution approving the acquisition of the additional 490,000 ordinary shares or equivalent to 49 percent of paid-up capital of Plus Property Venture Co., Ltd. ("PPV") [a subsidiary in which PLUS holds 51 percent of the available shares], from J&W Development Co., Ltd. Group ("J&W Group"). 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 details of which are as follow: 1. The date on which the transaction will occur The transaction will be made into 2 installments: The 1st installment : PLUS will buy the 190,000 ordinary shares or equivalent to 19 percent of paid-up capital of PPV within March 2008 The 2nd installment : PLUS will buy the 300,000 ordinary shares or equivalent to 30 percent of paid-up capital of PPV within September 2008 2. The parties involved Buyer : Plus Property Co., Ltd. or PLUS Seller : J&W Group ("J&W Group") Relationship with SIRI : J&W Development Co., Ltd. directly holds shares equal to 51 percent in Space Development Co., Ltd. However, J&W Group and Space Development Co., Ltd. are not connected persons of SIRI and PLUS. 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 net profit criteria - The volume of the transaction : Considered the volume of the transaction pursuant to the basis under the Notification of the SET, the maximum transaction size equivalent to 2.933 percent, the detail of such calculations are as follow: -2- The calculation based on the value of net profit criteria (Based on financial statements as at 31 December 2007 prepared by the management of PPV and the Consolidated financial statements of SIRI as at 31 December 2007) (unit : thousand baht) Size of transaction = 2.933 % The calculation details 49% Net profit of PPV x 100 = 20,762.14 X 100 Net profit of SIRI 707,930.68 The calculation based on the value of consideration given criteria (Based on financial statements as at 31 December 2007 prepared by the management of PPV and the Consolidated financial statements of SIRI as at 31 December 2007) (unit : thousand baht) Size of transaction = 0.317 % The calculation details The value given x 100 = 66,830.00 X 100 Total assets of SIRI 21,068,384.50 The calculation based on the value of net asset criteria (Based on financial statements as at 31 December 2007 prepared by the management of PPV and the Consolidated financial statements of SIRI as at 31 December 2007) (unit : thousand baht) Size of transaction = 0.132 % The calculation details 49% NTA of PPV x 100 = 10,811.40 X 100 NTA of SIRI 8,220,423.89 4. The details of the investment being acquired Securities - Type of securities : Ordinary shares - The company name : Plus Property Venture Co., Ltd. - The nature of its business : Real Estate Development - Registered capital : 10 million baht - Paid-up capital : 10 million baht - Number of shares disposed of : 490,000 shares - The 1st installment : 190,000 shares - The 2nd installment : 300,000 shares - Proportion of shareholding by PLUS before acquisition : 51 percent - Proportion of shareholding by PLUS after acquisition : - after acquisition in the 1st installment, Proportion of shares held by PLUS will be 70 percent - after acquisition in the 2nd installment, Proportion of shares held by PLUS will be 100 percent 5. The total value of consideration and the type of payment - The total value of consideration (share price) : 7,540,000 baht - method of payment : The 1st installment : Paid by cash in the amount of 2,920,000 Baht within March 2008 (for the acquisition of 190,000 ordinary shares or equivalent to 19 percent of paid-up capital of PPV) The 2nd installment : Paid by cash in the amount of 4,620,000 Baht within September 2008 (for the acquisition of 300,000 ordinary shares or equivalent to 30 percent of paid-up capital of PPV) - other conditions : Shareholder Loan Repayment : The 1st installment : Repayment of Shareholder Loan for the portion given by Space in the amount of 22,990,000 Baht. The 2nd installment : Repayment of Shareholder Loan for the portion given by Space in the amount of 36,300,000 Baht. 6. Basis used to determine the Consideration Value : The consideration value paid by PLUS to the Seller are the agreed price based on the value of the company which was calculated by using the Discounted Cash Flow (DCF) Approach 7. The reason for the disposal Of the assets : For investment in the dividend yield and for the flexibility in administration 8. The source of funds : Working capital of PLUS 9. The return on investment : Dividend 10. Other : The entry into the transaction by SIRI 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. Verification of Information Directors of Sansiri Public Company Limited hereto certified the accuracy of information disclosed herein. (Mr. Wanchak Buranasiri) Director