ข่าวแจ้งตลาดหลักทรัพย์

Tor.8/2549 12 April 2006 RE : Additional Clarification on disposal of investment in the subsidiary TO : The President The Stock Exchange of Thailand REF : Company's Letter No. Tor.7/2549 dated 12 April 2006 With reference to the report by Loxley Public Company Limited (Loxley Plc.) on the disposal of investment in the subsidiary, pursuant to the details in the referenced letter, Loxley Plc. wishes to give additional clarification as follows: 1. Business of LOXLEY GTECH Technology Co., Ltd. LOXLEY GTECH Technology Co., Ltd. (LGT) is established through the joint investment by Loxley Plc. holding 51% and GTECH Corporation group of USA holding 49%. To install Lottery-Games System, provision of services and provision of maintenance to various systems and lottery vending terminals in the total of 12,000 terminals. This Agreement shall be in effective as from the Agreement signing date for the period of 5 years commencing on the date of actual lottery sale onwards and can extend for not exceeding 3 terms each of which shall not exceed 1 year. The services charges under this Agreement shall be calculate on a monthly basis according to the calendar month, by multiplying all volumes of sale transactions in that particular month with Baht 0.75 (Excluded VAT) per transaction. In addition, the annual service charge from the 2nd year onward shall be capped at 2.4% (Excluded VAT) of the total sale volumes of each year. 2. Establishment of Loxley Global Co., Ltd. Loxley Plc. wishes to maintain its statues of major shareholder in LGT. Therefore, Loxley Plc. establishes its subsidiary, namely, Loxley Global Co., Ltd. (LGB) to hold shares in LGT and arranges to have a person interested to invest in LGT hold shares in LGB. Through this structure, Loxley Plc. shall be the major shareholder in both LGB and LGT. If the interested person invested directly in LGT, Loxley Plc. would not be able to maintain its status of major shareholder in LGT. 3. Determination of Sale Price of Shares in Loxley Global Co., Ltd. to Striking (Thailand) Corporation LGB is the company set up with the objective mentioned in Item 2. Selling price of LGB's shares to interested investor, was determined by Loxley Plc. from the potential investors who offered maximum benefit to the company. Finally, Loxley Plc. entered into an agreement with Striking (Thailand) Corporation which offered the maximum benefit, by proposing to purchase LGB's shares at the price of Baht 800 million. Such sale of LGB's shares to Striking (Thailand) Corporation provided capital gain to Loxley Plc. in the approximate sum of Baht 700 million. 3.1 Striking (Thailand) Corporation Striking (Thailand) Corporation is a company established in Malaysia on 13 February 2006 with the objective of holding investment in other companies and otherwise. Its address is at Level 1, Lot 7, Block F, Saguking Commercial Building, Jalan Patau-Patau, 87000 Labuan F.T., Malaysia. Striking Holdings Limited is the holder of all the shares in Striking (Thailand) Corporation. The holder of all the shares in Striking Holdings Limited is a foreign investor who has no relationship with Loxley Plc. Striking (Thailand) Corporation's Board of Directors comprise 4 directors, namely, Dr. Sun Yiu Kwong, Mr. Sun Michael Man-Kin, Mr. Fabian Teo Hock Chye and Mr. Chin Chee Kee. 3.2 Operational Result of LGT As LGT has completed its installation of 3,000 on-line vending terminals according to the agreement it entered into with the Government Lottery Office and such terminals are being under the acceptance stage by the Government Lottery Office, LGT's 2005 operation incurs loss due to such investment expenditure. However, the shareholders and purchaser of LGB's shares are confident that LGT shall realize income after the Government Lottery Office commences its sale of lottery and that LGT shall continuously grow from its business operation. The sale of LGB's shares to Striking (Thailand) Corporation and the sale of LGT's shares to LGB are not connected transactions, as GTECH Corporation group in the US and Striking (Thailand) Corporation are overseas companies having no relationship with Loxley Plc.'s executives or major shareholders. 4. LGT Shareholding Structure Before Completion of Transaction After Completion of Transaction (1)Loxley Plc. 51% (1)Loxley Global Co., Ltd. 32.65% (2)GTECH Corporation 49% (2)Loxley Plc. 18.35% (3)GTECH Global Services10% (3) GTECH Corporation39.00% Corporation Ltd. (4)GTECH Global Services10.00% Corporation Ltd. 5. LGB Shareholding Structure Before Completion of Transaction After Completion of Transaction (1) Loxley Plc. 100% (1) Loxley Plc. 51% (2) Striking (Thailand) Corporation 49% Loxley Plc. would like to further inform that the adjustment of this investment structure in LGT is not to Loxley Plc.'s disadvantage. On the contrary, Loxley Plc. benefits from the transaction, both in the form of capital gain and cash, which strengthens its financial status, as previously clarified to you. In addition, Loxley Plc. can maintain its status of major shareholder with management authority in LGT whose business is to prosper. Please be informed accordingly. Yours Sincerely, Loxley Public Company Limited (Mr. Pichai Mooputtarak) Secretary to the Company's Board of Directors