SET Announcements
29 July 2010
Reports on acquisition of Thai Malaya Glass' shares
29 July 2010
The President
The Stock Exchange of Thailand
Bangkok
Dear Sir,
Subject: Reports on acquisition of Thai Malaya Glass Company Limited's shares
from Malaya Glass Products Sdn.,Bhd.
The Board of Directors Meeting of Berli Jucker Public Company Limited No.
6/2553 held on Thursday 29 July 2010 passed the resolutions that the
acquisition of the shares of Thai Malaya Glass Company Limited (TMG) from
Malaya Glass Products Sdn., Bhd. (Malaya Glass) is approved. This transaction
is considered as a connected transaction under the Notification of the Capital
Market Supervisory Board No. Tor Jor. 21/2551 Re: Rules on Connected
Transactions and the Notification of the Stock Exchange of Thailand
Re:Disclosure of Information and Other Acts of Listed Companies Concerning the
Connected Transactions B.E. 2546.
Date of Transaction
29 July 2010 onwards
Connected Parties
Buyer BJC International Company Limited, registed in Hong Kong,
a 100% subsidiary of Berli Jucker Public Company Limited (the Company)
Seller Malaya Glass, a subsidiary of BJC-OI Glass PTE., LTD. (BJC-OI), a 50:50
Joint Venture Company between the Company and ACI International PTY
LTD (ACI), wholly-owned subsidiaries of Owen Illinois Inc.(O-I)
Relationship Between Parties
The Seller is a subsidiary of the Company by indirectly shareholding structure
through BJC-OI (considering from the controlling authority as per the Company
auditor's opinion).
Size and Value of Transaction
Total accumulated amount of not exceeding Baht 300 Million. However, the
highest value of this transaction, pursuant to the Connected Transactions
rules, is approximately 2.93 %, which is exceeding 0.03% but not greater than
3% of the Company's Net Tangible Assets. Therefore, this transaction shall
require an approval by the Company's Board of Directors and disclose
information to the Stock Exchange of Thailand.In addition, the highest value
of transaction size is equivalent to 4.10%, which is computed in compliance
with the Notification of the Capital Market Supervisory Board No. Tor Jor
20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition
or Disposal of Assets and the Notification of the Stock Exchange of Thailand
Re: Information Disclosure and Procedures for Listed Companies' transaction
involving the Acquisition & Disposal of Assets B.E. 2547
Description of Transaction
BJC International Company Limited purchases TMG's shares from Malaya Glass in
the amount of 4,437,000 shares or 51.00% of the total issued and paid up
shares of TMG.Consequently, after the purchasing, TMG will become a new
subsidiary of the Company.
TMG is a limited company, registered in Thailand, having a registered capital
of 870,000,000 Baht divided into 8,700,000 shares, operates in glass container
manufacturing business for beers, non-alcohol beverages, and food products
with its factory located in Saraburi Province, Thailand, having production
capacity of approximately 290 tons/day.
Reasons and benefits for entering the transaction
TMG's Shares Purchasing Transaction is an obligation under the Consortium
Agreement dated 14 May 2010 and Shareholder Agreement dated 16 July 2010.
The purchase of TMG's shares is also the Company's business strategy which
will enhance the expansion of market and production base of glass container
business in Thailand and other regional markets.
Related persons and conflicts of interest
There are connected persons, namely, Mr. Aswin Techajareonvikul and Mr.Peter
Emil Romhild, who are director and/or executive of the Company and also served
as directors in Malaya Glass.
Opinion of the Board of Directors
The Board of Directors Meeting has approved the purchase TMG's shares from
Malaya Glass due to this transaction is in line with the Company's business
strategy and is an obligation of the Company under the Consortium Agreement
dated 14 May 2010 and the Shareholder Agreement dated 16 July 2010.
The director who has conflict of interest in this transaction had neither
attend the meeting nor vote for this matter.
Opinion of the Audit Committee which dissent from The Board of Directors'
opinion
-none-
Please be informed accordingly.
Yours faithfully,
Berli Jucker Public Company Limited
Thirasakdi Nathikanchanalab Aswin Techajareonvikul
Director Director



