ข่าวแจ้งตลาดหลักทรัพย์
Report on Investment and financial assistance provision
11 เมษายน 2551
(Translation)
No. Tor Hor.014/2008
April 10,
2008
Subject : Report on investment and financial assistance provision
based on its investment ratio to Erawan Textile Co., Ltd.,
which is a connected party
Attention : Director and General Manager
The Stock Exchange of Thailand
Thanulux Public Company Limited wish to hereby report its
resolution adopted at its Board of Directors' meeting no. 2/2008 on April 10,
2008, authorizing the company to invest in ordinary shares of Erawan Textile
Co., Ltd., and to provide loan and guarantee facilities based on its investment
ratio to Erawan Textile Co., Ltd., which is a connected party, according to
details as follows:
1. Investment in ordinary shares of Erawan Textile Company Limited
1. Transaction date : Within April, 2008
2. Parties involved
- Buyer : Thanulux Public
Company Limited (TNL)
- Seller : Toyobo Company Limited
(Toyobo)
3. The general characteristics of transaction : The Purchase
ordinary shares of Erawan
Textile Company Limited
from Toyobo Company Limited
4. The details of assets
Securities
- The company name : Erawan Textile Company
Limited
- Location : 49 Moo 3, Poochaosamingprai
Road, Samrongtai
Sub-district, Phrapradaeng
District, Samutprakarn
Province
- Type of Business : Textile spinning and weaving
- Registered and Paid-up capital : Baht 72,731,800, classified
into 727,318 shares at par
value of Baht 100 each
5. Investment Ratio
Shares number acquired : 94,551 shares
Unit share price : Baht 99.701356 (in
accordance with mutual
negotiation result) Book
value per share as of
December 31, 2007
was Baht 544.57
Pre-transaction shareholding level : 0.00 %
Post-transaction shareholding level : 13.00 %
Shareholder structure of Erawan Textile Company Limited
Name Investment ratio
1. Thanulux Public Company Limited 13.00%
2. Other companies in Saha Group 63.42%
3. Retail shareholders
(Juristic persons and ordinary persons) 23.58%
Total 100.00%
6. Total remuneration value and : 94,551 ordinary shares of
acquired asset value Erawan Textile Co., Ltd.,
for amount Baht 9,426,862.91
7. Investment purpose : To extend the company's
textile and garment
businesses to cover full-
line operations, by
employing advanced textile
spinning and weaving
technologies, to
produce quality fabrics
providing value-added
benefits for its further
products manufacturing
purpose, thereby
promoting its
competitiveness
and supporting its supply
chain network further.
8. Expected benefits : Dividend payment and the
synergy of the supply chain.
9. Funding Source : Company's working capital
10. Transaction volume : In accordance with assets
acquirement or disposal
criteria for listed companies
equivalent to 9.65% (Total
remuneration value against
total assets of said listed
company by calculating from
the consolidated financial
statements ending December
31, 2007)
11. Directors with possible conflict of interests : -None-
12. Opinions by The Board of Directors :
Adopted the resolution to invest in the ordinary shares of
Erawan Textile Co., Ltd., to extend the company's textile and garment
businesses to cover full-line operations, by employing advanced textile
spinning and weaving technologies, to produce quality fabrics providing
value-added benefits for its further products manufacturing purpose, thereby
promoting its competitiveness and supporting its supply chain network further.
13. Opinions by The Audit Committee and/or Director significantly different
from those by The Board of Directors -None-
2. Provision of loan and guarantee facilities to Erawan Textile Co.,
Ltd., based on its investment ratio
1. Transaction date : Within May, 2008
2. Parties involved
Loan and guarantee providing party : Thanulux Public Company
Limited.
Loan and guarantee requesting party : Erawan Textile Company
Limited.
3. Transaction general description : Provision of financial
assistance by providing loan and
guarantee facilities to
connected party based on
shareholding ratio by Saha
group companies, in the
company's position as major
shareholder in Erawan
Textile Company Limited.
4. The details of transaction
- Company requesting loan and
guarantee facilities : Erawan Textile Company
Limited.
- Value of loan facility : Baht 83.20 Million
- Value of Guarantee facility : Baht 171.95 Million for
facilities provided by Bangkok
Bank Public Company Limited.
- Total value of loan and
guarantee facilities : Baht 255.15 Million
- Interest rate : Commercial bank's 1-year fixed
deposit rate plus
increment as specified by the
company
- Guarantee fee : 0.5% of guarantee facility.
- Payment term : Upon request
5. Transaction rationale : The company wished to provide
support to further
facilitate its operations
subsequent to its investment in
said company. In addition, the
company will get benefit
from financial management.
6. Funding source : Company's working capital.
7. Details on relationship nature of connected parties :
1. Saha Pathana Inter-Holding Plc. current shareholding 23.517% shares
in Thanulux Plc. and 13.00% shares in Erawan Textile Co., Ltd.
2. I.C.C.International Plc. current shareholding 10.022% shares in
Thanulux Plc. and 13.00% shares in Erawan Textile Co., Ltd.
8. Directors with possible conflict of interests : -None-
9. Opinion by The Board of Directors :
The Board of Directors resolved to authorize loan and guarantee
facilities provision to Erawan Textile Co.,Ltd., so as to support it's
operations and to facilitate the company's available cash management in such
manner best maximizing its return and benefits, together with other supporting
reasons and conditions.
10. Opinions by Director with significant differences from the board of
directors. - None-
11. Connected transaction volume:
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 as the category no. 5 provide a financial assistance as per
Investment ratio and not less than other connected persons which the
transaction valued more than Baht 20 million or more than 3% of net tangible
asset value (Baht73,805,361.84) whichever is higher.This transaction must be
approved by the Board of Directors and disclose to The Stock Exchange of
Thailand but need not approve from the shareholder's meeting.
Please kindly acknowledge the above matters.
Faithfully Yours,
Dusadee Soontrontumrong
(Miss Dusadee Soontrontumrong)
Deputy managing director