Inform of Share Repurchase of a Subsidiary Company
31 August 2007
Tor: 17/2550 August 31, 2007
Subject: Inform of Share Repurchase of a Subsidiary Company
To: President
The Stock Exchange of Thailand
Loxley Public Company Limited ("the Company") received the resolution
from Loxbit Public Company Limited ("LOXBIT"), a subsidiary company of the
Company held the Extraordinary General Shareholders Meeting of shareholders on
August 28, 2007, approved on the proposed share repurchase for financial
management as the below details:
1. The share repurchase program
1.1 The maximum amount for the share repurchase is 58.59 million
Baht.
1.2 Number of shares repurchase not to exceed 37,000,000 shares
(at par value of 1.00 Baht per share) or equal to 9.86% of the
total of paid-up capital
1.3 Procedure used for the repurchasing of shares:
- offer to general shareholders at the price of 1.5834 Baht per
share
- set the repurchase period from September 27, 2007 to
October 16, 2007
1.4 Principle used to determine the repurchase price:
- The Company used the consolidated book value price as of
June 30, 2007 as a benchmark to determine the proper
repurchase price.
2. Information of the Company
2.1 The Company's retained earnings and excess liquidity is based
on
the Reviewed/Audited Financial Statements as of June 30, 2007
- The Company's retained earnings were 74.46 million Baht.
- The Company's debts to be due within 6 months from the
date on which the shares will be repurchased is equal to
about
50 million Baht.
- Explain the ability of the Company to repay the above
mentioned debts and specify the source of funds for such
repayment.
When deeming the Company's excess liquidity by the
ability to repay debt of six-month due October 2007 -
March 2008, it is found that the interest and principal
which shall be due within the next six months is
approximately 50 million Baht; whereas, the current
cash
and other resources available is approximately 295
million
Baht.
3. Reasons for the proposed share repurchase
3.1 To maximize the Company excess liquidity management
3.2 To increase the return on equity (ROE) and the earnings per
share (EPS)
4. Impacts after the share repurchase
4.1 Impact on the shareholders: This will raise the ROE ratio and
earnings per share.
4.2 Impact on the Company: This will lead to a decrease in the
Shareholders' Equity in the consolidated financial statements
of
the Company.
5. Description of the resale of shares and of the shares written off
- Procedure for the resale of shares: offer to private investors
and/or
public
- Period for the resale of shares: from March 27, 2008 to March 27,
2011 (by 6 months from the completion date of share repurchase
program but no longer than 3 years)
- Principle used to determine the resale price:
The Company shall follow the applicable laws and regulations of the
Public Limited Company Act. The resale price shall be based on the
rate of return on the investment at that time. If the Company does
not or is unable to resell the repurchase shares within the above
period, the Company shall write off the remaining unsold repurchase
shares and reduce its equity capital.
6. Shares repurchased in the past (if any)
- None -
Please be notified accordingly.
Sincerely yours,
Loxley Public Company Limited
(Mr. Pichai Mooputtarak)
Secretary of Board of Director