The aquisition of the ordinary share of T.C.C Technology
26 March 2009
The President The Stock Exchange of Thailand Bangkok
Re: Reports on Resolutions of the Board of Directors No. 2/2009 regarding the acquisition of the ordinary shares of T.C.C. Technology Company Limited
The Board of Directors of Berli Jucker Public Company Limited Meeting No. 2/2009 held on Wednesday,25 March 2009 passed the resolutions that the acquisition of the ordinary shares of T.C.C.Technology Company Limited from TCC Holding Company Limited for 3,060,000 shares,equaling to 17.00 percent of the paid-up capital, with a total amount of Baht 35,037,000, was approved.
That aforementioned acquisition of the ordinary shares will be from a major shareholder of T.C.C. Technology Company Limited at a price of Baht 11.45 per share (Book value as at 31 December 2008). The transaction date will be occur no later than May 2009 after receiving the approval from the Shareholder Meeting of Berli Jucker Public Company Limited.
The shareholding structure of Berli Jucker Public Company Limited in T.C.C. Technology Company Limited before and after the transaction will be taken place as follows:
Company Before the transaction After the transaction Number of hares Ordinary (Shares) Proportion Shareholding (Percentage) Number of shares Ordinary (Shares) Proportion shares Shareholding (Percentage) Berli Jucker Public Company Limited 6,120,000 34.00 9,180,000 51.00 TCC Holding Company Limited 11,879,994 65.99 8,819,994 48.99 Six shareholders 6 0.01 6 0.01 Total 18,000,000 100 18,000,000 100
According to the transaction size in the principle of net tangible asset of Berli Jucker Public Company Limited with the value of 0.52 percent, the aforementioned size of transaction is not within the ruling as per the Notification of Stock Exchange of Thailand Re: principle, procedure and disclosure of acquisition and disposition of the listed companies' assets. However, the Company would inform the details as follow:
1.Transaction date: By May 2009
2.Parties involved :
Buyer: Berili Jucker Public Company Limited
Listed company Seller: TCC Holding Company Limited Major shareholder of the Company of 75.00 percent of paid-up registered capital 3.Details of transaction: The Company acquired the ordinary shares of T.C.C. Technology Company Limited in the amount of 3,060,000 shares, at a price of Baht 11.45 per share, total value of Baht 35,037,000.
4.Details of T.C.C. Technology Company Limited
Type of business: Computer and information services Nature of business: Data Canter Infrastructure services, a range of managed hosting, data backup systems and other information technology services 5.Source of funds: Working capital 6.Period of payment: Within 7 days from the date of share purchase 7.Mode of payment: Fully paid in cash 8.Benefits to the Company: To increase the capability of Information Technology for supporting the core business's repuirement and minimize the risk as well as to protect the business information
Please be informed accordingly.
Berli Jucker Public Company Limited