20 May 1999
ANNOUNCEMENT OF CONNECTED TRANSACTION BY A SUBSIDIARY
May 19, 1999
Subject:Announcement of Connected Transaction by a Subsidiary
To: Directors and Managers of Stock Exchange of Thailand
Dusit Thani Public Company Limited would like to announce that a Board of Directors
Meeting # 2/1999 of Dusit Resort Cha-am Co., Ltd. (a subsidiary in which the Company
holds 97.07% of the shares) has adopted a resolution on Wednesday, May 19, 1999 to
acquire 2,500,000 of MBK Properties and Development Public Co., Ltd.s shares at the
price which is not more than 21.00 Baht/share. The price is based on the average
purchase price in SET between May 14-18, 1999, thus the Board of Directors considered
that this price was fair. According to the Compensation Criterion = 1.25%, based on the
Consolidated Financial Statement of the Company as of March 31, 1999, the size of the
acquisition is lower than 15%. Therefore the Company has not to issue the official
information of this acquisition and press in the newspaper.
The resolution is concern with a connected transaction, and the details are as follows:
1.The date on which the transaction occurred:
The Company will purchase 1,100,000 shares and make the payment within May 25, 1999.
The other 1,400,000 shares will be purchased within September, 1999.
2.The parties involved:
Name Relationship with the listed Company
Buyer: Dusit Resort Cha-am Co., Ltd. Subsidiary company
Seller: Khunying Chanut Piyaoui Shareholder
3.The general characteristics of the transaction: Acquisition of Securities
4.The details of the assets involved:
The company name: MBK Properties and Development Public Co., Ltd.
The nature of business: To rent and service the plaza and office building
Registered capital: 2,000,000,000 Baht or 200,000,000 shares
(Par value 10 Baht/share)
Paid-up capital: 2,000,000,000 Baht
Number of securities disposed of: 2,500,000 shares
Selling price per share: 21.00 Baht/share
Proportion of securities holding before: 0.00%
Proportion of securities holding after: 1.25%
5.The total value of the consideration:
The total value is Baht 50,961,750 or 2.37% of the Listed Companys net tangible assets
6.The details of the connected persons:
Name Position in the Company % share held in
the listed Company
Khunying Chanut Piyaoui Chairperson and 11.29
Managing Director
7. The benefit expected to be received:
Dividend yield and higher share value in the future
8. The sources of funds: Companys working capital
Sincerely yours,
Khunying Chanut Piyaoui
Chairperson and Managing Director