SET Announcements
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