SET Announcements
21 May 1999
NNOUNCES A CONNECTED TRANSACTION
BERLI JUCKER PUBLIC COMPANY LIMITED
ANNOUNCES A CONNECTED TRANSACTION
(THE DISPOSAL OF 100% SHAREHOLDING IN A SUBSIDIARY,
POLIPHARM COMPANY LIMITED)
Berli Jucker would like to announce the sale of its shares in Polipharm Company Limited,
a manufacturer of pharmaceutical products, which is considered a connected transaction.
The details are as follows:
1. The date on which the transaction occurrred : 21 May 1999
2. The parties involved:
Name Relationship with the company
Buyer: Mr. Volker Fischer Director of Polipharm Company
250 Soi 36, Muban Panya, Limited and Thai Glass Industries
Pattanakarn Road, Pravet, Bangkok Public Company Limited;
Minor shareholder of Berli Jucker,
holding 255,000 BJC shares equal
to 0.16% of total BJC shares
Seller: Berli Jucker Public Company Limited -
99 Berli Jucker Building, Soi Rubia,
Sukhumvit 42 Road,
Klongtoey, Bangkok
3. The general characteristics of the transaction : Disposal of assets
4. The details of assets involved:
Securities
-The company name : Polipharm Company Limited
-The nature of business : Manufacture of pharmaceutical
products
-Registered capital : Baht10,000,000 divided into 100,000
shares at Baht100 each
-Paid-up capital: Baht10,000,000
-Number of securities disposed of : 100,000 shares
-Selling price per share : Baht150
-Proportion of securities holding before : 100%
-Proportion of securities holding after : None
5. The total value of the consideration : Baht15,000,000
6. The value of the assets disposed of : Baht12,950,000
7. The details of connected persons and of related persons:
-Connected persons
Name Position in the company % shares held
Mr. Volker Fischer Director of Polipharm 0.16 of BJC shares
Company Limited and
Thai Glass Industries
Public Company Limited
-Related persons
None
8. The nature and extent of the interest of : Mr. Fischer has been Chairman of
the connected persons in the transaction Polipharm for the last 15 years
and has been deeply involved in
its development. After BJC
determined it as a non-strategic
business for divestment, Mr. Fischer
offerred to acquire it from BJC in
order to allow continuity of
direction and employment for its
staff.
9. The basis used to determine the value of : The value of the transaction was
consideration determined on an arms length sales
through negotiations between both
parties based on economic conditions
and the future business prospects for
Polipharm. Polipharm is a non-core
operation of Berli Jucker; the
company believes that the considera-
tion is fair to both BJC and the Buyer.
10. The reason for the disposal of the assets : Rationalizing business activities by
disposing of non-core business of
the company
11. The proposed utilization of the proceeds : Using as general working capital
received
12. The volume of the connected transaction is equal to :
- 0.89% Based on the net asset value of Polipharm/net assets of BJC Group
- 0.60% Based on the net profit of Polipharm/net profit of BJC Group
- 0.20% Based on the value of the consideration/net assets of BJC Group
This is not classified as any transaction class under the SET's notification concerning Rules,
Procedures and Disclosure of Acquisition and Disposition of Assets of a Listed Company.
David John Nicol
President



