SGP/SET-046
August 16, 2010
Subject : Information Regarding the Purchase of the entire issued share capital
of Shell Gas (LPG) Singapore Pte. Ltd.
To
: President
The Stock Exchange of Thailand
Siamgas and Petrochemicals Public Company Limited (“the Company”) would like to inform
that the Board of Directors’ Meeting No.6/2010, held on August 11, 2010 has passed the resolution to
approve to entered into the share sale agreement to sell 5% of SingGas (LPG) Pte. Ltd. (“SGL”) which has
been renamed from Shell Gas (LPG) Singapore Pte. Ltd. (“SGLS”) which is held 100% by the Company as
follows :
1. Date of transaction.
September 2010
2. Detail of the Parties concerned :
The buyer :
Name
:
Thousand Star Corporation Limited.
Address
:
19/F., Seaview Commercial Building 21-24 Connaught Road West
Location
:
HongKong
Registered Capital
:
HK$10,000.
Shareholder
:
Joint Up Limited.
Authorized Director
:
Linda Tang
According to Notification of Stock Exchange of Thailand Re : Disclosure of Information and Other Acts
of Listed Company Connected Transaction, 2003 or any other relevant regulation.
The seller :
Siamgas and Petrochemicals Public Company Limited.
3. General Information of transaction :
The net total to sell 5% of the share in SGL compared to the net asset of SGP and its subsidiaries
is equal to 0.29% (Calculate from the consolidate financial statement as at June 30, 2010)
And thus, when combined with the transaction from the past 6 month. The size will be equal to
9.72% which is less than 15% of total assets value which is not necessary to disclose information
announced by the Stock Exchange commission of Thailand on the disclosure of acquisition and disposal of
assets.
4. General Information of SGLS :
Type of business
:
Registered Capital
:
Paid-up capital
:
Shareholder of SGP
- Before the transaction :
- After the transaction :
Filling LPG Gas Plant.
S$ 40 Million
S$ 7.879 Million (as at 30 June 2010)
directly holds 100% of registered capital
directly holds 95%
Significant financial information of SGLS for the fiscal year ended 31 December 2007, 2008 and
2009 as appeared in the audited financial statement is as follows :
(Unit : Baht Million)
Total Assets
Total Liabilities
Paid-up Capital
Retain Earnings
Shareholders’ Equity
Total Revenues
Total Expenses (before other gain/losses and tax)
Net Income (after tax)
(Exchange rate S$ 1 : BAHT 23.45)
2007
834.66
625.78
184.77
24.12
208.88
968.73
765.08
24.12
2008
760.77
540.64
184.77
35.36
220.12
1,172.51
919.55
35.36
2009
873.22
581.78
184.77
106.68
291.45
908.83
637.98
71.32
5. Transaction Value :
The total value of the sell 5% share of SGL is S$ 0.75 Million which is equivalent to Baht 17.59
Million using a S$/BAHT Exchange rate of S$ 1 to BAHT 23.45
Payment term are as follow :
1. The term of payment is due within 30 September 2010
2. The Company will transfer the shareholding of SGL’s common share to the buyer when the buyer
makes payment in full.
6. The basis of determine the value of consideration.
Acquisition cost of share is S$ 0.75 Million. (5% share)
7. Investment objective :
The Company will bring the money to spend as working capital in the business.
8. Return expected :
The Company will receive the return on cost of share immediately instead of future dividend.
9. Opinion of the Board of Directors.
The Meeting of the Board of Director of Siamgas and Petrochemicals Public Company Limited,
considered that the transaction was reasonable and beneficial to Company because the buyer has
experience in LPG trading in worldwide. However should be more worth to our expansion.
10. Opinion of the Company’s Audit Committee and/or directors which are difference from the opinions of
the Board of Director under 10
- none -
Please be informed accordingly.
Yours Sincerely,
(Mr.Supachai Weeraborwornpong)
Managing Director