Jasmine International Public Company Limited

Jasmine International Public Company Limited

22 ÁÕ¹Ò¤Á 2000

Share swap of Jasmine International Public Company Limited. (JASMIN)

Please refer to the extra-ordinary general meeting of shareholders’ resolution No. 1/1999 of JASMIN held on 16 August 1999 approved to increase the company’s capital which will be offered on private placement basis to investors. Price and terms and conditions of the issue and offer of newly issued shares to be determined by the board.

A JASMIN board of directors’ meeting No. 2/2000 held on 22 March 2000 passed the resolution to swap 2.6 million shares of Compunet Corporation Ltd. at price Bt. 38.46 apiece (par value Bt. 100 per share) with 4 million JASMIN new ordinary shares of Bt. 25 apiece, total value 100 million baht.

After the share swap described above, JASMIN will hold 2.6 million shares in Compunet Corporation Ltd., equals to 100%.

Before this share swap, Cable and Wireless Public Company Limited (The existing shareholder of Compunet Corporation Ltd.) bought the newly issued share of Compunet Corporation Ltd., to pay for loan payment and related loan. As the results, Compunet Corporation Ltd. will not assume any liability but increase its liquidity and also cut off burden interest.

Compunet Corporation Ltd. has been awarded the 22-year concession which still have 20 years left from the Post and Telegraph Department to be the Very Small Aperture Terminal (VSAT) service provider. The target customers are banks, finances and other businesses especially Broadcasting. The share holding in Compunet Corporation Ltd. will expand customer base and increase the company’s business opportunity in order to compete with others.

However, the company will do this transaction after receive the approval from the shareholders’ meeting and will inform its progress later.

Detail of this transaction will be as follows: -

1.	The date on which the transaction will occur	:	The board of director’s resolution No.2/2000 dated 22 March 2000
2.	The parties involved	:
	Name		Relationship with the company
	Buyer : Jasmine International PCL.		Listed Company
	Seller : Compunet Corporation Ltd.		-None-
3.	The general characteristics of the transaction	:
	- Transaction class	:	Share swap
	- The volume of the transaction	:	2.91%
	- The basis used to consider the volume	:	The issue share basis

The transaction size does not fall under the criteria, procedures and disclosure concerning acquisition/disposition of listed company’s assets and related transaction according to the Stock Exchange of Thailand’s announcement.

4.	The details of assets acquired	:
	4.1 Securities	:
	- The company name	:	Compunet Corporation Ltd.
	- The nature of its business	:	The Very Small Aperture Terminal (VSAT) Service Provider under the concession of the Post and Telegraph Department
	- Registered capital	:	260 million baht
	- Paid-up capital	:	260 million baht
	- Number of securities acquired	:	2.6 million shares
	- Purchasing price per share (unit)	:	Bt.38.46 (par value Bt.100 per share)
	- Proportion of securities holding before	:	0%
	- Proportion of securities holding after	:	100%
	- Board of directors before buying	:	1. Mrs.Sirima Panitchewa
			2. Mr.Chai Sophonpanich
			3. Second lieutenant Sombat Panitchewa
			4. Mr.Chaikiri Srifeungfong
			5. Mr.Woranit Anekwieng
			6. Mr.Koson Petchsuwan
			7. Ms.Alisarasamee Navanukroh
	- Board of directors after buying	:	-None-
	- Major shareholders	:
	Name		% of shares held
	1. Mr. Tanet Panichewa		24.20%
	2. C.R. Holding Co., Ltd.		16.67%
	3. Mr.Charn Sophonpanich		16.19%
	4. Bangkok Insurance Co., Ltd.		11.67%
5.	The total value of the consideration	:	100 million baht
	The type of payment	:
	5.1 Issuance of securities	:
	- Class of securities	:	JASMIN ordinary shares
	- Number of securities	:	4 million shares
	- Price of securities		100 million baht
6.	The value of the assets purchased		100 million baht
7.	The basis used to determine the value of the consideration	:	Negotiation price between seller and buyer
8.	The benefit expected to be received	:	To expand telecommunication business of the company.

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