ข่าวแจ้งตลาดหลักทรัพย์
02 ตุลาคม 2549
Resolution Board of Director's meeting connected transaction
ACC.006/2549
September 29, 2006
President
The Stock Exchange of Thailand
62 Rachadapisek, Klongtoey
Bangkok 10110
Subject: Inform the connected transaction between the Company and
Landy Development Co., Ltd.
The Board of Directors of Master Ad Public Co., Ltd. in their 4/2006
meeting on September 29, 2006 resolved to reveal details of the office
space rent from Landy Development Co., Ltd., considered related
transactions as follows:
1. The date on which the transaction occurred: March 1, 2006
2. The parties involved:
Renter: Master Ad Public Co., Ltd.
Rentee: Landy Development Co., Ltd.
3. General features of the transaction
Master Ad has rent office space and services from Landy Development
Co., Ltd. as follows:
3.1 Office space at Landy-Master Building, No. 24/10, Floors 3-6A,
Soi Lat Phrao 19, Lat Phrao Road, Chomphon Sub-district, Chatuchak District,
Bangkok 10900 totaling 982.33 square meters at the monthly rent of
Bt80/square meter and service fee of Bt20/square meter.
3.2 Office space in Building 2, No. 1, Soi Lat Phrao 19, Lat Phrao Road,
Chomphon Sub-district, Chatuchak District, Bangkok 10900, on Floors 4-6,
totaling 2,550.24 square meters at the monthly rent of Bt120/square meter
and service fee of Bt270/square meter.
3.3 The lease period is 3 years from March 1, 2006 to March 1, 2009.
4. Value of the transactions:
The value of the transactions for the 3 years period:
Space rent and service fees at Landy-Master Building, Bt 3,536,388.00,
Space rent and service fees at Building 2, Bt 35,805,369.60,
Total value of the two transactions, Bt 39,341,757.60
Terms of payment: once a month at Bt 1,092,826.60/month.
5. Size of the transactions
The said transactions are considered related lease of real estate not
more than 3 years. The size of the transaction is considered large, valued
more than Bt20 million or 3% of the book value of the net tangible assets.
Master Ads Board of Directors approved the transactions shown in the minutes
of 2/2006 Board meeting on May 10, 2006 and resolved to reveal such data to
the Stock Exchange of Thailand in the 4/2006 Board meeting on September
28, 2006.
6. The details of the connected persons and of related persons involved:
The structure of shareholders in Landy Development Co., Ltd.
Master Ad Public Company Limited 48.87 %
Landy Home (Thailand) Co., Ltd. 37.98 %
Dai I-Chi Corporation Public Company Limited 13.15 %
Three directors of Master Ad Plc. Mr.Noppadon Tansalarak, Mr.Phiched
Maneerattanaporn and Mr.Tawat Meeprasertskul are the major shareholders
holding shares in Master Ad Plc. 17.64% 16.66% and 16.66% respectively.
The connected transactions are as follow;
a) Mr.Noppadon Tansalarak, Mr.Phiched Maneerattanaporn and Mr.Tawat
Meeprasertskul are the major shareholders holding shares in Landy Home
(Thailand) Co.,Ltd. 6.79%,27.63% and 27.63% respectively
b) Mr.Phiched Maneerattanaporn and Mr.Tawat Meeprasertskul are director
in Landy Home (Thailand)Co.,Ltd. ,
c) Mr.Noppadon Tansalarak, Mr.Phiched Maneerattanaporn and Mr.Tawat
Meeprasertskul are the major shareholders holding shares in D-Corp Group
10%,42.49% and 42.49% respectively, (D-Corp Group are the major
shareholders holding shares in Dai-Ichi Corporation Public Company
Limited 63.98%)
d) Mr.Noppadon Tansalarak, Mr.Phiched Maneerattanaporn and Mr.Tawat
Meeprasertskul are director in Dai I-Chi Corporation Public Company
Limited.
e) Mr.Phiched Maneerattanaporn and Mr.Tawat Meeprasertskul are director
in D-Corp Group.
7. Three Directors who have interest in the transactions are not present
in the meeting.
8. Board of Directors Opinions
MACO's Board of Directors had consented the management report regarding
additional office space rental contract with Landy Development Co.,Ltd.
upon the 2nd meeting, dated 10th May, 2006.
The main reasons are MACO has been growing rapidly and its exiting
office space was unable to serve its expanding operational employees
and equipments.The Boards have also considered that the additional
office building 2 rental fee of Landy Development Co.,Ltd. is relatively
reasonable since space rental fee of surrounding buildings was investigated
and compared ranging around 140-150 Baht/sq.m/month and service fee
approximately 200-250 Baht/sq.m/month Thus, contracted rental fee and
service fee signed with Landy Development Co.,Ltd. was legitimately
acceptable.Moreover the location of both buildings are in the same block
which could facilitate the communication/coordination between two buildings.
Next to the BTS station and many bus routing lines will also serve the MACO's
staffs well in term of traffic.
Noppadon Tansalarak
Director
Phiched Maneerattanaporn
Director