Notification of resolution of BOD Connected Transaction
15 August 2007
Tor. 14/2550 August 14, 2007
Subject : Report on Resolution of the Board of Directors' Meeting No.6/2550
To : President
The Stock Exchange of Thailand
Loxley Public Company Limited ("the Company") would like to report on
the resolution of the Board of Directors' Meeting No. 6/2550 held on August 14,
2007 as the following details:
1. To approve the Company's 2nd Quarter Financial Statements for the six-
month periods ended June 30, 2007 which were reviewed by the auditor.
2. To approve the Company's investment in L Direct Co., Ltd. (L Direct) which is
the related transaction. The details are as follows:
1. Transaction Date: Within August, 2007
2. Parties involved:
Payee : Loxley Public Company Limited
Payer : L Direct Co.,Ltd.
Relationship : L Direct Co.,Ltd., a 100% subsidiary
Company of Ekpavee Co.,Ltd. Ekpavee Co.,Ltd
is the major shareholder (27.82%) of the
Company.
3. Description of transaction: The Company purchased 70,000 issued
ordinary shares of L Direct at par value of Baht 100 per share. The
transaction is considered to be the related transaction under the
Notification of the Board of Governors of the Stock Exchange of
Thailand Re: Disclosure of Information and Other Acts of Listed
Companies Concerning the Connected Transactions, 2003 (the "SET
Notification").
4. Details of assets purchased:
Company: L Direct Co.,Ltd.
Business: Direct Sale
Registered Capital before the transaction:
3,000,000.-Baht for 30,000 ordinary
shares,
at par value of Baht 100
Registered Capital after the transaction :
10,000,000.- Baht for 100,000 ordinary
shares at par value of Baht 100
Purchased shares: 70,000 ordinary shares or equal to
70%
Percentage shares before the transaction:
Ekpavee Co.,Ltd. held 30,000 ordinary
shares,
represented 100% of the Company's
registered capital.
Percentage shares after the transaction:
Loxley Public Company Limited held 70,000
ordinary shares, represented 70% of the
Company's registered capital.
Ekpavee Co.,Ltd. held 30,000 ordinary shares,
represented 30% of the Company's registered
capital.
Directors:
1. Mr. Suraphand Bhasitnirandr
2. Mr. Somphop Pitaksiripan
3. Mrs. Parinda Uthaicharoenpong
4. Mrs. Kosoom Sinphurmsukskul
Directors (After the transaction)
-No change-
Shareholders before the transaction:
1. Ekpavee Co.,Ltd. held 100 % of registered capital, 30,000
ordinary shares.
Shareholders after the transaction:
1. Loxley Public Co.,Ltd held 70 % of registered capital,
70,000 ordinary shares.
2. Ekpavee Co.,Ltd. held 30 % of registered capital, 30,000
ordinary shares.
Total Value of the Transaction: The transaction value is Baht
7,000,000 or equivalent to 0.174% of the net tangible assets
of the Company and subsidiaries as at June 30, 2007. Size of
this transaction is more than Baht 1 million but less than Baht
20 million or more than 0.03% but less than 3% of net
tangible asset value as at June 30, 2007.
5. Related Persons:
Mr.Suraphand Bhasitnirandr Director's the Company and
Director's L Direct
(The related persons abstained from meeting and the consideration of
the matter by The Board of Directors of this connected transaction.)
6. Source of funds: the Company's working capital
7. Advantages Expected: The Company expects to receive dividend
from this investment.
8. Opinions of The Board of Director: The Board of Directors approved
to invest in L Direct increasing capital as a result the company may
gain additional sale and able to enhance its operation efficiency and
increase profitability.
9. Opinions of the Audit Committee which differ from the opinion of
the Board of Directors: -None-
Please be informed accordingly.
Sincerely yours,
Loxley Public Company Limited
(Mr. Pichai Mooputtarak)
Secretary of Board of Director