SET Announcements
09 August 2010
The establishment of a new company
IRS.011/2010
August 6, 2010
Subject: The establishment of a new company
Attn: Directors and Manager of the Stock Exchange of Thailand
Master AD Public Company Limited (MACO) held a board of Director's meeting
5/2010 in August, 6 2010 where a resolution is to invest in setting up the new
company called Green Ad Co., Ltd. An investment to establish the new company
will make the Green Ad Co., Ltd. become a subsidiary company of the Master
Ad Plc. Details are as follows:
1. The date on which the transaction occurred: Within August 2010
2. Shareholders Structure:
Name Number of shares (%)
1) Master Ad PLC. 2,550,000 51
2) We Big Co., Ltd 2,450,000 49
For these 2 companies there are no sharing directors and no part in
holding the share between MACO and We Big Co.,Ltd.
3. The general characteristics of the transaction
- Category Type: Common Share (New Set up Company)
- Size of the category: 0.822
- Target set for consideration of the category: The total value of
consideration paid or received compared with the value of assets
4. The details of the assets involved
4.1 Securities
The company name lssuer: Green Ad Co., Ltd.
The nature of business: Providing advertisement services
through the supply of Tree wall panel,both internal and external housing.
Registered capital: 5,000,000 Baht
Paid-up capital: 5,000,000 Baht
Number of securities acquired: 2,550,000 Shares
Price per share: 1 Baht (par value)
Proportion of securities holding before: 0%
Proportion of securities holding after: 51 %
Board of directors:
1) Pol.Sub.Lt Kriengsak Lohachala
2) Mr.Noppadon Tansalarak
3) Mr.Thumrongkiat Supavit
4) Mr.Brad Boven
3) Mrs.Thanita Kraisuvannasarn
Nature share holders:
Name (%)
1) Master Ad PLC. 51
2) WE BIG Co., Ltd 49
5. The tolal value of the consideration: 2,550,000 Baht
The type of payment: Cash
6. The value of the assets acquired: 2,550,000 Baht
7. Value judgments for the return: Buy at par value
8. The benefit expected to be received
8.1. Reduces production costs and increase the proportion of net earnings to
further because the company will receive the cost price of real
production venture
8.2. Help create a new customer base, priority environmental issues Make
the company revenues.
8.3. Our group's hook shots and customer business sectors both in and
abroad that placeholder ideas to environmental That Thailand is a
country in the world's first public relations that is sustainable
environment (Sustainable Green Advertising) to work with policies to
reduce global warming effectively and intelligently operation
8.4. Create opportunities to receive support from the Government Green
space policy.
8.5. To add image to the Organization and the Organization has a role in
the development of standards to the environment.
9. The sources of funds: From operating cash flow
10. Reasons for Investment:
10.1. To increase the potential of the company to figure out a new
advertising model to cope with and reduce global warming by raise "
environmental strategy " as marketing Theme, under
the concept, so Naturally Innovative " " is initiating this concept
is to lead to expand the market of advertising, there is potential
to respond to the needs of customers.
10.2. To add a rapid marketing advertising business to MACO Group
10.3. To increase the potential revenue and profits to MACO Group
10.4. To increase the yield, the shareholders
10.5. To represent social responsibility from the employer (CSR) to
restore the manufacturer gains by employers products and support
public relations with project increases the quality of life
Reducing air pollution - and another is the label that releases
phlitoksichen. " Label PR friendly environmental and lung of the city
11. Calculation base on the rule of consideration paid or received compared
with the value of assets of the listed company or the listed company and
its subsidiaries, the value is 0.822 which is not under the rule of
acquisition and disposition of assets and the category related.
12. Comment of the Board of Director:
The Board of Director has concluded that this investment uses less
capital whilst getting good benefit in return when compared with the
investment.
13. 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.
Sincerely yours,
(Noppadon Tansalarak)
Director
(Phiched Maneerattanaporn)
Director