26 March 2003
DISPOSE INVESTMENT TO SUBSIDIARY COMPANY
Translation
March 25, 2003
Subject : Dispose Investment to Subsidiary Company
To : Directors and Manager of the Stock Exchange of Thailand
The Board of Directors of Dusit Thani Public Company Limited No. 3/2003 held
a meeting on March 25, 2003 had a resolution that the Dusit Thani Public Company
Limited to dispose its investment in Royal Princess Public Company Limited to
Dusit Thani International Co., Ltd. at third lot 23,000,000 shares or 38.33% of
issued and paid up capital of Royal Princess Public Company Limited at the price
of Baht 6.10 per share amounting to Baht 140,300,000. When add with the first
lot which sold on June 28, 2002 and second lot on December 6, 2002, the total of
selling will be 47,789,945 shares or 79.65% amounting to Baht 264,249,725.
The said price calculated from Book Value which base on Audited Consolidated
Financial Statements of Royal Princess Public Company Limited as of December 31,
2002 and the Board of Directors agreed that the selling price is fair. After
consideration at the regulation of the Stock Exchange of Thailand, this connected
transaction is under the exception clause 8 (3) the Company has not to report and
disclose to the Stock Exchange of Thailand. Because the transaction is between
the Company and its subsidiary company, which the Company invests 99.99% of
the total paid up capital.
The disposal mentioned above will be on March 31, 2003. Dusit Thani International
Co., Ltd. will borrow the money from its subsidiaries company which hold more
than 90%. The reason of disposal is Dusit Thani International Co., Ltd. is Holding
Company which will collect all investment of the Company. However, this transaction
will not effect the Consolidated Financial Statements of the Company.