Approval of the Share Sale in the Subsidiary and Appointment
29 May 2008
Translation
May 28, 2008
Subject : Approval of the Share Sale in the Subsidiary and the Appointment of
the Company Secretary under the Resolution of the Board of
Directors' Meeting No.4/2008
To : Director and Manager
Stock Exchange of Thailand
The Board of Directors' Meeting of Siam Makro Public Company Limited
(the "Company") No. 4/2008 held on May 28, 2008 adopted the following
important resolutions: -
1. Approval of the sale of the Company's entire equity interest in its
subsidiary, Makro Office Centre Co., Ltd, to Office Club (Thai) Co., Ltd (the
"Purchaser") and the entering into the Share Sale and Purchase Agreement with
the Purchaser. The selling price is agreed at the base price of Baht 320
million plus an amount equaling the final excess cash of Makro Office Centre
Co., Ltd. as of May 31, 2008. "Final Excess cash" is to be calculated on the
basis of the current asset minus the current liability. However, the final
excess cash is subject to adjustment (if any) as agreed by the parties under
the share sale and purchase agreement, for instance, an adjustment resulting
from further due diligence by the Purchaser.
The Company expects that the share sale and purchase shall be
completed within next week. Upon completion of the sale of such shares, Makro
Office Centre Co., Ltd. will cease to be a subsidiary of the Company. In light
of the SET's relevant regulations, the disposition of shares by the Company
accounts for 2.62 % when considering the size of the transaction on the basis
of the value of assets disposed of, compared with the value of the assets of
the listed company and its subsidiaries, based on the Company's financial
statements as of the first quarter (for the period ending 31 March 2008). This
presents the highest result in comparison with the results of other relevant
tests. For this reason, this disposition transaction does not constitute an
acquisition or disposition of assets of the listed companies nor the connected
transactions under the regulations prescribed by the Stock Exchange of Thailand.
2. Approval of the appointment of Ms. Nilobon Tangprasit as the
Company Secretary under the Securities and Exchange Act (Amendment 4) 2008
with effective as from May 28, 2008.
Please be informed accordingly.
Yours faithfully,
Siam Makro Public Company Limited
Signature
(Mr. Charoen Assawajarukasem)
SET Coordinator Manager