20 October 2006
Period Extension for Minority Shareholders Requirement
Translation
Subject : Period Extension for Free Float Rate
Reference: Resolution of DTC Board of Directors' Meeting, No.6/2006 held
on August 8, 2006
Dear The President of the Stock Exchange of Thailand (SET)
Based on Stock Exchange of Thailand (SET) regulation on free float rate
stating that the percentage must be at least 15% with minimum 150 minority
shareholders, however; on April 10, 2006, Dusit Thani Public Company Limited
(DTC) free float rate appeared at 14.76%. DTC had proposed the plan to resolve
DTC's free float rate which was less than SET regulation; SET has therefore
extended the period for DTC to resolve the issue within October 31, 2006.
According to the Board of Directors Meeting No.6/2006 held on August 8,
2006, the resolution was concluded that the 2,760,500 of treasury stock
representing 3.25% of the total paid-up capital must be sold to minority
shareholders of 1,050 of Royal Princess Public Company Limited (RPP) and 394
of Dusit Hotels and Resorts Company Limited (DHR) who are not the connected
persons of the DTC. And these minority shareholders of RPP and DHR must sell
their own shares in RPP to DTC in return (SWAP).
The mentioned process is considered a share sale through public offering,
which the DTC must submit the filing to the Securities and Exchange Commission
(SEC) prior to share swaps.The Extraordinary Shareholders Meeting of RPP and
DHR must be held to clarify to minority shareholder on share swap procedure.
As the time frame of each process is limited under the law and
regulations,it requires a fair period of time to complete. Currently both
subsidiary companies are arranging their shareholders meeting, while the DTC
has been on filling procedure for public sale. The time frames are as follows:
Process Date
- Announcing the resolution of the DTC Board Meeting on
the Share swap of RPP and DHR for DTC Aug 8, 2006
- RPP and DHR Board Meeting Aug 21, 2006
- Submitting the filing to SEC Aug 30, 2006
- RPP and DHR Extraordinary Shareholders Meeting Oct 27, 2006
- Informing minority shareholders, who not attend the
meeting, about the share swap offers, answering all
queries, arranging share swap deals, holding press
conference Oct 28 - Nov 9, 2006
- SEC approve the filing Within Oct 31, 2006
- Share Swap Period Nov 10-20, 2006
- Announcing the results of selling treasury stock Dec 1, 2006
- RPP and DHR update a registered shareholders and
register at Ministry of Commerce
- DTC submit a list of registered shareholders to TSD
and register at Ministry of Commerce Dec 4-8, 2006
- Announcing the finalized free float rate to SEC Within DEC 15,2006
From the above time frame, the DTC are not able to finalize the share swap
result within October 31, 2006. Therefore, DTC would like to postpone the free
float issue for the next 2 months. In short, DTC will conclude the free float
resolution by December 31, 2006.
Thank you in advance for your kindness.
Yours faithfully,
Sinee Thienprasiddhi