The establishment of a new company

08 Apr 2011
IRS.004/2011 April 7, 2011 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 2/2011 in April, 7 2011 where a resolution is to invest in setting up the new company called Max Creative Co., Ltd. An investment to establish the new company will make the Max Creative Co., Ltd. become a subsidiary company of the Master Ad Plc. Details are as follows: 1. The date on which the transaction occurred: Within April 2011 2. Shareholders Structure: Name Number of shares (%) 1) Master Ad PLC. 25,000 50 2) Index Creative Village PLC. 25,000 50 For these 2 companies there are no sharing directors and no part in holding the share between MACO and Index Creative Village PLC. 3. The general characteristics of the transaction - Category Type: Common Share (New Set up Company) - Size of the category: 0.403 - 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 issuer: Max Creative Co., Ltd. The nature of business: Advertising & Event Registered capital: 5,000,000 Baht Paid-up capital: - Baht Number of securities acquired: 25,000 Shares Price per share: 100 Baht (par value) Proportion of securities holding before: 0 % Proportion of securities holding after: 50 % Board of directors: 1) Mr. Anant Siripasraporn 2) Mr.Noppadon Tansalarak 3) Mr.Apisit Chuenchompoo 4) Mr.Kreingkrai Kanjanapokin 5) Mr.Kreingkarn Kanjanapokin Major share holders: Name (%) 1) Master Ad PLC. 50 2) Index Creative PLC. 50 5. The total value of the consideration: 2,500,000 Baht The type of payment: Cash 6. The value of the assets acquired: 2,500,000 Baht 7. Value judgments for the return: Buy at par value 8. The benefit expected to be received 8.1. Increase proportion of Market Share in OHM & Event 8.2. With potential partners in the Event Both domestic and international to enhance the growth of the organization to the ASEAN 8.3. Enhance of ideas The Creative advertising & Event 9. The sources of funds: From operating cash flow 10. Reasons for Investment: 10.1. To bring the strengths of the two organizations joined forces to create value for Shareholders. 10.2. To enhance the ability of the Company ,Event Marketing , which is also on of the growing market. 10.3. To increase market share from the budget of private sectors and government. 10.4. To increase for advertising space OHM. 10.5. To increase service of OHM solution provider 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 0.403 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 Directors deems appropriate to invest. Because of the investment funds that use a small number. And create business opportunities with MACO in order to move towards a Total Solution Provider. 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. More information Index Creative Village PLC. has paid up capital of 220,000,000 Baht, divided into Common Stock 220,000,000 Shares, price per share 100 baht (par value), Paid up capital 172,000,000 baht with a list of the Board of Directors and shareholders are as follow. Board of directors: (1) Mrs.Saithip Montrikul Na Audhaya (2) Miss.Boosaba Daorueng (3) Miss.Suwimon Chungjotikapisit (4) Mr.Kreingkrai Kanjanapokin (5) Mr.Kreingkarn Kanjanapokin (6) Miss.Patcharee Thanasukarn Major share holders: Name Number of Shares (%) 1) GMM Media Pcl. 86,000,000 50 2) Mr. Mr.Kreingsak Kanjanapokin 43,859,900 25 3) Mr.Kreingkarn Kanjanapokin 29,239,900 17 4) Mr.Rames Kanjanapokin 12,899,800 8 Nature of business: 1. Event creative and management service to the market. There are no sharing directors and no part in holding the share between MACO and Index Creative Village PLC. Sincerely yours, (Noppadon Tansalarak) Director (Phiched Maneerattanaporn) Director ______________________________________________________________________