29 กรกฎาคม 2553

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