Notification of resolution of BOD Connected Transaction
29 September 2009
Tor 11 /2552 28 September 2009
Subject: Notification of Minutes of the Company's Board of Director's
Meeting No.8/2552
To: President
The Stock Exchange of Thailand
Loxley Public Company Limited ("the Company") would like to report on
the resolution made at the Board of Directors meeting No.8/2552 held on 28
September 2009 to approve the purchase of investment from Lamsam Estate Co.,
Ltd. in Loxley Property Development Co., Ltd. (Loxprop), the associated
company which Loxley controls. The details of the resolutions are as follows:
1. Transaction Date : Within September 2009
2. Parties Involved
Buyer : Loxley Public Company Limited
Seller : Lamsam Estate Company Limited
Relationship : -None-
3. Description of Transaction: The Company purchases ordinary shares of
Loxley Property Development Co., Ltd. (Loxprop), the associated company
which the Company holds 40% of its shares, from Lamsam Estate Co.,Ltd.
The total of 200,000 shares will be purchased, with Baht 115 par value
per share, totaling Baht 23,000,000. The above transaction is deemed as
a connected transaction pursuant to the Notification of the Stock
Exchange of Thailand Re: Rules, Procedures and Disclosure of Information
concerning the connected Transaction of Listed Companies.
4. Details of Asset Purchased:
Company : Loxley Property Development Co., Ltd. (Loxprop)
Business : Renting of building, advertising board and providing
services
Registered Capital : Baht 107.50 million divided into 1,075,000
ordinary shares,The Par value per share is
Baht 100.00
Shares Purchased : 200,000 shares, representing 18.60% of the Company
registered capital
Percentage Shares before the Transaction:
1. Ekpavee Co., Ltd. held 41.40% of the registered shares, 444,995
shares
2. Loxley Public Co., Ltd. held 40% of the registered shares,
430,000 shares
3. Lamsam Estate Co., Ltd. held 18.60% of the registered shares,
200,000 shares
Percentage Shares after the Transaction:
1. Loxley Public Co., Ltd. holds 58.60% of the registered shares,
530,000 shares
2. Ekpavee Co., Ltd. holds 41.40% of the registered shares, 444,995
shares
Directors of Loxley Property Development Co., Ltd. before the
Transaction:
1. Mr. Pairote Lamsam
2. Mr. Dhongchai Lamsam
3. Mr. Suebtrakul Soonthornthum
4. Mr. Vasant Chatikavanij
5. Mr. Suraphand Bhasitnirandr
6. Mrs. Suganya Veerakiatkij
7. Mr. Suroj Lamsam
Directors of Loxley Property Development Co., Ltd. after the
Transaction: -No change-
5. Size of the Transaction: The value of the transaction equal to Baht 23
million or 0.57% of the net tangible assets (NTA)
value of the Company and subsidiary (the
Interim Financial Statement for the six-month
period ended 30 June 2009). The above
transaction is a related transaction and the size
of transaction was over Baht 1 million but less
than Baht 20 million or over 0.03% but less than
3% of the NTA value as of 30 June 2009. The
Company has to follow the regulations of the
Notification of the Stock Exchange of
Thailand Re: Rules, Procedures and Disclosure of
Information concerning the connected Transaction
of Listed Companies.
6. List of connected persons who are directors of Loxley Public Co., Ltd.and
Loxley Property Development Co., Ltd. : 1. Mr. Pairote Lamsam
2. Mr. Dhongchai Lamsam
3. Mr. Suroj Lamsam
(The directors who have vested interests or related directors did not
attend and abstain in the connected transaction agenda.)
7. Source of Fund : Working Capital of the Company
8. Expected Benefit : Dividend
9. 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.
10. Opinion of the audit committee and/or directors which differ from the
opinion of the Board of Directors : -None-
Pleae be informed accordingly.
Sincerely yours,
Loxley Public Company Limited
(Mr. Pichai Mooputtarak)
Company Secretary