SET Releases
Announces a connected transaction
10 August 2007
(Translation)
No. Tor Hor. 036/2007
August 10, 2007
Subject : Announces a connected transaction
Attention : Director and General Manager of The Stock Exchange of Thailand
Thanulux Public Company Limited would like to announce that the board
of director's meeting No.3/2007 held on August 9,2007 passed resolutions
concerning a connected transaction of selling common shares. The details are
as follows:
1. The date on which the transaction occurred : August , 2007
2. The parties involved
Seller : Thanulux Public Company Limited
(TNL) is the garment and leatherware business.
Buyer : Ramasorn Thaveekarn Co., Ltd. is the holding
company.
3. The general characteristics of the transaction : Selling P.T.Mesapro
International Co.,Ltd.'shares.
4. The details of assets will sell :
Securities
- The company name : P.T.Mesapro International Co.,Ltd.
(MESAPRO)
- The nature of the business : The garment and leatherware
business in Indonesia.
- Registered capital : USD800,000 (Exchange rate on
Investment date = 25.11
Baht/USD) total share capital
around baht 20 million.
Par = USD1,000 / share
- Paid-up capital : 800 shares
- Number of securities will sell : 152 shares
- Selling Price per share : Baht 1 (Agree price between
seller & buyer)
- Proportion of securities holding before : 19.0 % of
registered capital
- Proportion of securities holding after : - % of registered
capital
5. The total value return : Baht 152.00
The type of payment : Cash payment
6. The value of the assets will sell : Baht 3,816,948.00
(Securities amount) No additional transaction & amount.
7. The benefit expected to be received : Disposed the Non -
Performance Securities
8. The details of the connected persons and of related persons :
- Ramasorn Thaveekarn Co., Ltd. is the major shareholder of TNL.
(11.67%)
9. Interested directors of the connected do not attend the meeting and
do not vote. - None-
10. Opinions by the company's Board of Directors : Agree to sell all
shares of MESAPRO to Ramasorn Thaveekarn Co., Ltd. due to MESAPRO has
continued loss and stop its operation since 1998.TNL had not received any
return from this investment. Moreover the operation is controlled by the
Indonesian major shareholder, TNL had not involved in management. Then TNL had
recorded all of the impairment cost for this investment since 2002. Therefore
the boards agree to sell all shares of MESAPRO for disposed the
Non-Performance securities.
11. Opinions by Director with significant differences from the board
of directors. - None-
12. The volume of the transaction : this transaction is considered to
be the one prescribed in the notification of the Stock Exchange of Thailand on
disclosure of the information and operation of the listed company in
categories of connected transactions B.E. 2546 as the category of asset and
service the transaction valued more than Baht 1 million but less than Baht 20
million, or the transaction more than 0.03% but less than 3% of net tangible
asset (NTA), whichever is higher. The company's 3% of NTA ending March 31,
2007, was Baht 70.55 million, so this transaction must be approved by the
board of director and disclosed to The Stock Exchange of Thailand and need not
get approved by the shareholders.
13. The volume of the transaction : 0.16 %
Please kindly acknowledge the above matters.
Faithfully Yours,
(Miss Dusadee Soontrontumrong)
Deputy managing director