Notification of resolution of BOD Disposal of investment
13 November 2007
Tor.19/2550 November 13, 2007
Subject: Notification of Minutes of the Company's Board of Director's
Meeting No.8/2550
To: President
The Stock Exchange of Thailand
Loxley Public Company Limited ("the Company") would like to report on
the resolutions made at the Board of Directors meeting No.8/2550 held on
November 13, 2007. The details of the resolutions are as follows:
1. To approve the Interim Financial Statements for the nine-month period
ended September 30, 2007 which were reviewed by the Company's auditors.
2 . To approve the disposal of investment in Lao Soft Drink Company
Limited, the
associated company, as the below details:
Transaction Date : within November 2007
Parties Involved
Buyer : Carlsberg Breweries A/S
Seller : Loxley Public Company Limited
Relationship : -None-
Description of Transaction : The Company disposed its entire
holdings in Lao Soft Drink Company Limited, the associated company, which the
Company held 30% of the ordinary share Nevertheless, such transaction is not
subject to the disclosure as per the Notification of the Stock Exchange of
Thailand Re: Rules, Procedures and Disclosure of Information concerning the
connected Transaction of Listed Companies.
Details of Sale Assets
Company : Lao Soft Drink Co., Ltd.
Business : manufacture and sale of soft drink in Lao
People's Democratic Republic
Registered and Paid-up Capital : USD 3,400,000 divided into 340,000
ordinary shares The Par value per share is USD 10.00
Sale Shares : 102,000 shares, representing 30% of
the Company registered capital
Percentage Shares before the Transaction:
1. Loxley Public Company Limited held
30% of the registered shares, 102,000 shares
2. Mr. Viphet Sihachakr held 30% of the
registered shares, 102,000 shares
3. Lao People's Democratic Republic held 30% of
the registered shares, 102,000 shares
4. Serm Suk Public Company Limited held 10%
of the registered shares, 34,000 shares
Percentage Shares after the Transaction:
-None-
Directors before the Transaction:
1. Mrs. Viengthong Siphandone
2. Mr. Suebtrakul Soonthornthum
3. Mr. Dhongchai Lamsam
4. Mr. Somchai Bulsook
5. Mr. Sompop Chareonkul
6. Mr. Viphet Sihachakr
7. Mr. Kissana Vongsay
8. Mr. Sounthone Phommachack
9. Mr. Soutchay Sisouvong
10. Mr. Sounthone Sirisack
Sale Value : USD 3,620,415 or Baht 122,768,272.65
Objective : To increase the liquidity of the Company
Size of the Transaction : Criteria to calculate size of the
transaction is Net Profit equal to 3.35% (the Interim Financial
Statements for the nine-month period ended September 30, 2007).
Nevertheless, such transaction is not subject to the disclosure as per
the Notification of the Stock Exchange of Thailand Re: Rules, Procedures and
Disclosure regarding the acquisition and disposal of assets of listed companies.
Advantages Expected : Profit from the disposal of investment
Expenditure Plan from the Disposal of Investment:
To be working capital of the Company
Opinion of the Board of Directors regarding the Transaction:
The Board of Directors considered that the
transaction was reasonable and enhanced the
capability of the Company.
Opinion of the audit committee and/or directors 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