22 July 1999
NVESTMENT IN EGCOM TARA
No. EGCO 310/475
Date : July 22, 1999
Attn : The President of the Stock Exchange of Thailand
Subject : EGCOMP Investment in Egcom Tara
Electricity Generating Public Company limited (EGCOMP) would like to
inform that the Executive Board, who was assigned by the Board of
Directors of EGCOMP to consider the details of Agreement and its
condition for investment decision, at its meeting No. 19/1999 held on
July 21, 1999 passed the resolution that EGCOMP shall purchase
24,150,000 shares being equivalent to 70% of total shares in Egcom Tara
Co., Ltd. from Require Construction Co., Ltd. at the price of Baht 16.50
per share.The total amount is Baht 398,475,000 which Require Construction
Co., Ltd. shall receive the payment in 3 phase according to the project
progress concerning the Agreement.
The registered capital as well as paid-up capital of Egcom Tara Co.,Ltd
is Baht 345,000,000 divided into 34,500,000 ordinary shares at par value
of Baht 10 per share.
The shareholding structure after EGCOMP Participation is as follows :
Number of Shares
(Million Shares) %
1. EGCO 24.150 70
2. Require Construction Co.,Ltd. 6.900 20
3. Yanagava Construction Co.,Ltd. 1.725 5
4. Aquathai Co.,Ltd. 1.725 5
Total 34.500 100
Egcom Tara is obligated to produce and supply treated tap water to the
Ratchaburi and Samut Songkram of the Provincial Waterworks Authority of
Thailand ("PWA") under a 30-year Build, Own and Operate (BOO) Treated
Tap Water Production and Sales Agreement.The objectives of the new
treated tap water system are to replace the underground water system
which causes environment impact and land subsidence and to expand PWA's
capacity to serve customers in the service areas of Lak Muang and Dum
Nernsaduak located in Ratchaburi Province and Samut Sogkram Province.
The total project cost is approximately Baht 690.2 million.
The Major Agreement of this project has been already signed in order to
produce and supply the treated tap water to PWA. However, the project
is in the process of applying for the license from the Harbor Department,
the concession to operate the treated tap water from the Ministry of
Interior, the license for the construction of a plant from the factory
Department of the Ministry of Industry and the rights of ways for the
transmission pipeline. Although realizing the risks in this project,
EGCOMP has evaluated risks as well as return on investment to be
acceptable.In addition, this project will sustain business growth to
EGCOMP and add value to shareholders.
EGCOMP will sign the Shares Purchase Agreement with Require Construction
Co., Ltd., and the Shareholders Agreement with Require Construction
Co.,Ltd., Yanagava Construction Co.,Ltd. and Aquathai Co.,Ltd.on July 22,
1999.
The above mentioned transaction is not the transaction of assets acquisition
and the connected transaction in accordance with the Notifications of the
Stock Exchange of Thailand Re: Rules,Procedures and Disclosure of Information
concerning the acquisition and disposition of Assets and Listed Companies and
Re:Rules,Procedures and Disclosure of Connected Transactions of Listed Companies.
Sincerely yours,
Worawit Khamkanist
Managing Director