SET Announcements
12 May 2005
Resolution of the Board of Directors' Meeting No. 60
12 May 2005
The President
The Stock Exchange of Thailand
Bangkok
Dear Sir,
Re:Reports on Resolution of the Board of Director's Meeting No. 60
The Board of Directors of Berli Jucker Public Company Limited
at its Meeting No. 60 held on
12 May 2005 passed the following resolutions:
1.Investment in T.C.C. Technology Company Limited
T.C.C. Technology Company Limited (TCCT), a 51% subsidiary company
of Berli Jucker Public Company Limited (BJC), operates businesses as
Data Center Services Provider such as E-Commerce Application
Service Provider,Network Service Provider, Consulting and
Professional Service Provider,has passed its Shareholders Resolution
on 29 April 2005 to increase the capital from the existing
Baht 120 million to be Baht 180 million by issuing 6 million
ordinary shares with a par value of Baht 10 totaling Baht 60 million
and offering to the existing shareholders on the ratio of 2 existing
ordinary shares to 1 new ordinary share at the price of Baht 10.
BJC has the right to subscribe in TCCT's capital increase in the
amount of 3,060,000 shares at Baht 10 totaling Baht 30,600,000.
BJC's Board of Directors dully opined that BJC does not deal skillful
on IT business. Moreover TCCT's operational result for 2004 showed
a net loss of Baht 9.0 million with cumulative loss as at 31 December
2004 of Baht 6.7 million. For maximized benefits of the Company's
shareholders,BJC's Board of Directors resolved not subscribe the TCCT's
capital increase and renounce the rights to T.C.C. Holding Company
Limited,one of the major shareholders, to execute the subscription.
Details of before and after the capital increase of TCCT are as follows:
Date of Transaction: 29 April 2005 and 12 May 2005
The relationship among BJC, TCCT and related company:
Before capital increased
Percentage of shareholding
Berli Jucker Public Company Limited 51.00%
T.C.C. Holding Company Limited 48.99%
Other 6 shareholders 0.01%
Loan to TCCT
Berli Jucker Public Company Limited Baht 20 million
T.C.C. Holding Company Limited Baht 95 million
After capital increased
Percentage of shareholding
Berli Jucker Public Company Limited 34.00%
T.C.C. Holding Company Limited 65.99%
Other 6 shareholders 0.01%
Loan to TCCT
Berli Jucker Public Company Limited Baht 20 million
T.C.C. Holding Company Limited (*) Baht 35 million
(*) Loan repayable to T.C.C. Holding Company Limited amount
Baht 60 million.
Connected and Related Persons
The major shareholders, holding 99.99% shares in T.C.C.
Holding Company Limited,are Mr. Charoen Sirivadhanabhakdi
and Wanna Sirivadhanabhakdi.
Mr. Charoen Sirivadhanabhakdi, Khunying Wanna Sirivadhanabhakdi,
Mr. Chaiyut Pilun-Owad, Miss Atinant Sirivadhanabhakdi, Miss Thapanee
Sirivadhanabhakdi and Mr. Panot Sirivadhanabhakdi are the directors
of T.C.C. Holding Company Limited and are also the directors of
Berli Jucker Public Company Limited.
Name and Position in Name and Position in Percentage of
T.C.C. Technology Co., Ltd. Berli Jucker Public Co. Ltd.
Shareholding
Mr. Staporn Kavitanon Chairman of Audit Committee None
Chairman
Mr. Thirasakdi Nathikanchanalab President None
Director
Mr. Chaiyut Pilun-Owad Director None
Director
Mr. Panot Sirivadhanabhakdi Director None
Director
Mr. Thapana Sirivadhanabhakdi Director None
Director
Miss Thapanee Sirivadhanabhakdi Director None
Director
Mr. Lance George Stanford Chief Information Officer None
President BJC Group
Transaction Size:
Transaction Value Baht 30,600,000
(51% of capital increase Baht 60 million)
Net Tangible Asset Value Base equal to 0.56%
(51% x 87,282,000 / 7,955,592,000)
Total Value of Consideration Base equal to 0.36%
(30,600,000 + 20,000,000 / 14,209,030,000)
2. Financial assistance provides to TCCT
Maintained financial assistance provided to TCCT at the amount of
Baht 20 million as follow:
At ended of first quarter 2005, outstanding loan to TCCT was Baht 20 million,
consisted of 2 on demand promissory notes; the first promissory note dated
3 March 2004, for the amount Baht 14 million with an interest rate of 4%
per annum and the second promissory note dated 22 March 2004, for
the amount Baht 6 million with an interest rate of 4% per annum.
BJC's Board of Directors considered and resolved to continue provided the
loan amount of Baht 20 million to TCCT for its working capital. This is an
appropriate amount compared with the T.C.C. Holding's outstanding
loan of Baht 35 million.The annual interest rate charged at 4% is
justified and applied to BJC's subsidiaries.
3. Resignation of Director
Acknowledged the resignation from the Company's Director and Executive Director
of Mr. Panot Sirivadhanabhakdi, due to his study abroad, with effect
from 1 May 2005. The Company will consider the replaced director in due course.
Please be informed accordingly.
Yours faithfully,
Berli Jucker Public Company Limited
Thirasakdi Nathikanchanalab Sompoth Kosum
Director Director
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