27 May 2010

Notification acquire more share of subsidiary

Ref. IRS.007/2010 May 26, 2010 Subject : Notification acquire more share of subsidiary To : The President of The Stock Exchange of Thailand Master AD Plc. ("MACO" or the "Company") held a board of Director's meeting 3/2010 on Wednesday May, 26 2010 where a resolution is to Acquire more share of Master & More Co.,Ltd.(M&M) This translation is not Qualified as a connected transaction with following details; 1. The date on which the transaction occurred: within June 2010 to July 2010 2. The parties involved Name Relationship with the company Buyer : Master Ad.PLC - Seller : Clear Channel Pacific Pte. Ltd., - 3. The general characteristics of the transaction: Master & More Co., Ltd. has registered capital of 20,000,000 baht par value 10 baht per share and paid up share 100% then. The Company hold share amount 1,350,000 share or 67.50% Clear Channel Pacific Pte.Ltd., hold share amount 650,000 shares or equal 32.50 % for the business about advertising small format.Board of Directors has approved the company purchase common stock of Master & More Company amount 650,000 shares from Clear Channel pacific Pte.Ltd.or equal 32.50% So the company will has all shares after purchase share is amount 2,000,000 shares of common shares or equal to 100%. 4. The details of the assets involved Securities 4.1 Securities: Master & More Co., Ltd. - Number of securities acquired : 650,000 Shares - Price per share : 1.53846 US$ (par value) or estimate to equal 50.26154 Baht Ref. exchange rate 32.67 Baht per 1 US$ (Source: SCB as of May 26,2010 However, the exact rate depends on the transaction. - Proportion of securities holding before : 67.5% - Proportion of securities holding after : 100 % 4.2 Financial data summary in brief as of 31/03/2010 Total Asset 174,631,700.00 Baht Total Liability 26,226,557.00 Baht Total Equity 148,405,143.00 Baht Paid up Capital 20,000,000.00 Baht Net Income 9,772,895.00 Baht 5. The total value of the consideration Amount 1 million US$ or estimate 32,670,000 baht. Paid by cash together with transferred the share 6. The value of the assets acquired : The purchase value of common stock of Master & More Co., ltd. amount 650,000 shares or equal 32.5 % of total share, 50.26154 baht per share or estimate total amount 32,670,000 baht or equal 19.66 % of base of net income which is the acquisition of assets classified as Category 2 list announced by the Board of The Stock Exchange of Thailand about disclosure practices of listed companies and / or its subsidiaries in the acquisition or disposal of assets, BE 2547. This process must provide to the Audit Committee of comments and sent circular to shareholders within 21 days. after disclosures to the Stock Exchange of Thailand 7. Major Shareholder for M&M Name Number of shares(%) 1) Master Ad. PLC 67.50 2) Clear Channel Pacific Pte.Ltd., 32.50 Total 100.00 8. The details of the connected persons and of related person: This transaction is not qualified as a connected transaction. 9. Value Criteria By referenced from forecast of performance of Master & More co., ltd. and the negotiations of between buyers and sellers. 10. Purposes of The Investment To increase its potential of company into expand of area to the business and increase sources of income. 11. The benefit expected to be received: To increase the power to control in Master & More co., ltd. and Dividend increase. 12. The sources of funds : From MACO'S the operating cash flow 13. Comment of the Board of Director : Audit Committee .To comment that. The transactions discussed above. A resonable list. And are beneficial to our business. Because of its Master Ad Co., Ltd. (Thailand) has acquired a 32.50 % share of the Master & More Co., Ltd. will increase revenues. Coupled with the ability of companies to buy, who has entitled to concession the government a lot of. Considers that to purchase time this can generate revenue and profits . To the continued growth with to the organization. 14. Comment of the Audit committee : Audit Committee .To comment that the transactions mentioned above does not constitute a conflict of interest and transaction information in the accuracy and completeness. 15. This transaction is not the connected transaction Because buyer and sellers no relevance. Please be kindly informed accordingly. Yours Sincerely, (Noppadon Tansalarak) Director (Phiched Maneerattanaporn) Director