01 ธันวาคม 2551
Purchase of Interest in Private Philippine Electricity Gen
No. EGCO 110/478
Date: December 1st 2008
Attn: President of the Stock Exchange of Thailand
Subject: Purchase of Interest in Private Philippine Electricity Generation
Company
The Executive Committee of the Electricity Generating Public Company Limited
("EGCO") in the Meeting No.15/2008, held on November 24, 2008, resolved that
EGCO International (B.V.I) Ltd. ("EGCO BVI"), a wholly owned subsidiary of
EGCO, purchase 90% of the outstanding shares of GPI Quezon Ltd ("GPIQ"). EGCO
is working with the Seller to purchase the remaining 10% of its shares in GPIQ.
The purchase of 90% of the outstanding GPIQ shares provides EGCO BVI with a
23.4% indirect ownership interest in Quezon Power (Philippines) Limited Co.,
("QPL") which owns,operates and maintains a 460MW (net) coal fired electric
generation and transmission facility in the Republic of the Philippines (the
"Quezon Power Project"). Total consideration paid for this acquisition does
not trigger a requirement for EGCO to disclose information in accordance
with the SET's notification re: "Acquisition and Disposal of Assets of Listed
Companies".
Further summary information on the transaction is as follows:
1. Transfer Date November 29th 2008.
2. Parties
Buyer: EGCO International (BVI) Co., Ltd.
Seller: Global Power Investments, L.P. ("GPI" or "Seller") is an investment
holding company. GPIQ was wholly owned by GPI. GPIQ, like GPI, is an
investment holding company with an indirect ownership interest of 26% in the
Quezon Power Project. GPIQ has no other assets aside from its investment
interests in Quezon Power Project. The other shareholders in the Quezon Power
Project are non-Thai, international entities. These other shareholders are not
connected with EGCO in any way.
3. Transaction Detail
Purchase of 90% of the outstanding shares of GPIQ providing EGCO BVI with an
indirect 23.4% ownership interest in QPL.
4. Information about the Investment Project
QPL owns, operates and maintains a 460MW (net) base load pulverized coal-fired
electric generation facility, a 31km, 230kV double circuit transmission line
and certain related facilities in Quezon Province in the Republic of the
Philippines. Other significant information about QPL is as follows:
o The plant is strategically located in the Main Island of Luzon which has
the largest
population and the largest electricity grid in the Philippines.
o The plant has been operational since May of 2000.
o The plant has an excellent safety and community relations records.
o Key commercial contracts in place include a long-term Power Purchase
Agreement with offtake by the Manila Electric Company (PPA), long-term coal
supply agreements, as well as long-term O&M, and management services agreements.
5. Transaction Value and Size
The total value of consideration paid compared with the value of assets of
EGCO was 7.97%
based upon EGCO's unaudited, consolidated financial statements as at September
30, 2008 .
6. Source of Funds
Sources of funds for acquisition are cash and existing credit lines.
7. Benefits of the Acquisition
- The acquisition is in line with EGCO's business plan to invest in power
businesses in the
ASEAN region that are earnings accretive to EGCO and provide portfolio
diversity and long-term value prospects.
- The acquisition will strengthen EGCO's presence in the Republic of the
Philippines and we expect it should provide opportunities for growth in the
future.
Please be informed accordingly.
Yours sincerely,
Vinit Tangnoi
President
Corporate Secretary Division
Tel. 0 2998 5020-4