25 เมษายน 2543
SIGNING SHARE PURCHASE AGREEMENT WITH ALSONS CONSOLIDATED
No. EGCO 310/187
Date:April 24, 2000
Attn:The President of the Stock Exchange of Thailand
Subject: Signing Share Purchase Agreement with Alsons Consolidated Resources, Inc. (ACR)
Electricity Generating Public Company Limited (EGCOMP) would like to inform that on
April 24, 2000, EGCOMP signed Share Purchase Agreement with Alsons Consolidated
Resources, Inc. (ACR), a listed company in the Philippines which owns and operates energy
business, property development business and construction material business in order that
EGCO shall purchase 3.2 million shares or 40% stake in Conal Holdings Corporation (Conal)
which is newly established for investment, development and acquisition of power business
with the amount of USD 24 million from ACR through EGCO International (B.V.I.) Limited,
100% owned subsidiary of EGCOMP which was incorporated in the British Virgin Islands
with an initial registered capital of USD 1,000. EGCOMP will remit the whole amount in one
time payment upon shares in Conal transferred from ACR to EGCOMP, which is expected in
August 2000.
ACR has set up Conal by holding 100% with an initial registered capital of 1 million Pesos,
divided into 10,000 shares at a par value of 100 Pesos per share and will later increase capital
to 800 million Pesos in order to invest in, develop and acquire power business both inside and
outside the Philippines. At the first stage, ACR will transfer its shares in the following
companies to Conal:
1. 50.8% stake in Northern Mindanao Power Corporation (NMPC), with an authorized
capital of 330 million Pesos, divided into 3.3 million shares at a par value of 100 Pesos.
NMPC owns and operates 60.9 MW (plant 1) and 42 MW (plant 2) Bunker-C oil fired
diesel power plants, located on the Island of Mindanao near Iligan City. It has 10-year and
12-year Build-Operate-Transfer (BOT) agreements with National Power Corporation
(NPC) expired in July 2003 and December 2005 for plant 1 and plant 2 respectively.
2. 80% stake in Alsing Power Holdings (APH), Inc, with an authorized capital of 6 million
Pesos, divided into 20,000 shares at a par value of 300 Pesos. It invests in the following
companies:
2.1 55% stake in Western Mindanao Power Corporation (WMPC), with an authorized
capital of 500 million Pesos, divided into 5 million shares at a par value of 100 Pesos.
WMPC owns and operates a 100 MW Bunker-C oil fired diesel power plant, located
on the Island of Mindanao near Zamboanga City. It has a 18-year Build-Operate-Own
(BOO) agreement with NPC commencing in January 1998.
2.2 54.8% stake in Southern Philippines Power Corporation (SPPC), with an authorized
capital of 300 million Pesos, divided into 3 million shares at a par value of 100 Pesos.
WMPC owns and operates a 50 MW Bunker-C oil fired diesel power plant, located
on the Island of Mindanao near General Santos City. It has a 18-year BOO agreement
with NPC commencing in May 1998.
3. 60% stake in Alto Power Management Corporation (APMC), with an authorized capital
of 5 million Pesos, divided into 5 million shares at a par value of 1 Pesos. It provides
operation and maintenance services for power plants owned by NMPC, WMPC, SPPC
including the 25 MW Bunker-C fired diesel power plant of Morning Star Cement Ltd. in
Vietnam and the 60 MW power plant of P.T. Makassar Power in Indonesia.
The above mentioned transactions are not the transactions of assets acquisition and the
connected transactions 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,
Machima Kunjara Na Ayudhya
Deputy Managing Director-Finance
Acting for Managing Director