06 May 2008
Sale of EGCO Joint Ventures & Development and AMESCO
No. EGCO 110/169
Date: May 6, 2008
Attn: President of the Stock Exchange of Thailand
Subject: Sale of EGCO Joint Ventures & Development Company Limited and Amata
Power-
Esco Service Company Limited
The Executive Committee of the Electricity Generating Public Company Limited
("EGCO")
in the Meeting No.5/2008, held on May 2, 2008, resolved to divest its shares
in the following companies to Amata Power Company Limited ("Amata Power"):
- 58,421,693 shares in EGCO Joint Venture Development ("EGCO JD") held by
EGCO and seven individual shareholders which accounts for 50% of the total
outstanding shares of EGCO JD. EGCO's gross proceeds from the divestment will
be 785 million baht.Currently, EGCO JD holds a 29.7% in Amata EGCO Power
("AEP") and 30% stake in Amata Power (Bang Pakong) Limited ("APB"), while
Amata Power holds the balance.
EGCO's equity MW from EGCO JD is 49.55 MW ; and
- 100,000 shares in Amata Power-ESCO Service Company Limited ("AMESCO") which
accounts for 50% of the total outstanding shares of AMESCO held by EGCO
Engineering and Service Co., Ltd., EGCO's wholly-owned subsidiary,
and four individual shareholders. EGCO's gross proceeds from the divestment
will be 30 million baht.
AMESCO provides O&M service to both AEP and APBP.
After the completion of the above transactions, both EGCO JD and AMESCO will
no longer be EGCO's joint venture companies. It should be noted that the size
of such transaction does not trigger the requirement to disclose information
in accordance with the SET's notification re: "Acquisition and Disposal of
Asset of Listed Companies". The information in relation to
the transaction is as follows.
1. Transfer Date May 15, 2008.
2. Parties Involved
Name
Buyer : Amata Power Company Limited ("Amata Power")
Seller :
1. EGCO JD: EGCO and seven individual shareholders namely Ms. Vasana Vongpromek,
Mr. Chankij Jearaphunt, Mr. Sakda Sreesangkom, Ms. Daranee Sriwattana, Mr.
Somyos
Polachan, Ms. Pikul Srisastra and Mr. Sinchai Nerngjumnong
2. AMESCO: EGCO Engineering & Services Co., Ltd and 4 individual shareholders
namely Mr. Somyos Polachan, Mr. Rasda Pongpaew, Ms. Warunee Tantiwong and
Mr.
Wajarapong Palakawong Na Ayudhya
3. Transaction Detail
Sale of all 50% shares of EGCO JD and AMESCO held directly and indirectly by
EGCO.
4. Information of Assets to be Sold
4.1 EGCO JD
EGCO JD has ownership interests in two natural gas fueled Small Power Producer
("SPP")
co-generation facilities located within the Amata Industrial Estate. These
facilities are:
1) 165 MW CCGT plant wholly owned through AEP
2) 167 MW CCGT plant wholly owned through APB
EGCO JD owns 29.7% and 30% of AEP and APB, respectively. EGCO, which holds 50%
stake in EGCO JD, owned 14.85% and 15% in AEP and APB
4.2 AMESCO
AMESCO provides operation and maintenance service to AEP and APB on a
five-year term of which the expiry date will be on December 31, 2010.
EGCO owns 50 % stake in AMESCO via EGCO Engineering and Service Co., Ltd.
5. Total Transaction Value
The total value will be 815 million baht
6. Transaction Size
The transaction size is equivalent to roughly 1.52% of total assets of EGCO
and its subsidiaries based on the latest reviewed consolidated financial
statements as at December 31, 2007.
7. Plan for using the cash after selling the asset
EGCO will use the cash for investment in various projects under development.
8. Benefit of the Transaction of Selling EGCO JD and AMESCO Shares
The assets comprise mature business in which EGCO holds minority interests.
Disposal of these minority interests will allow EGCO to deploy the proceeds
and its resources on new investment opportunities with potential for expansion
and earnings upside.
Please be informed accordingly.
Yours sincerely,
Visit Akaravinak
President
Corporate Secretary Division
Tel. 0 2998 5020-4