Resolutions of the Board Meeting in relation to Infrastructure Fund and Calling for EGM No. 1/2012
Back
Acquisition and disposition of assets
The Board of Directors convened a meeting and resolved to approve Bangkok Mass
Transit System Public Company Limited ("BTSC"), a subsidiary of the Company, to
sell to an infrastructure fund (the "Fund"), which is now in the process of
preparing to apply for establishment with the Office of the Securities and
Exchange Commission (the "SEC"), the net farebox revenue to be generated from
the operation of the core SkyTrain system pursuant to the concession agreement
(the "IFF Transaction"). In addition, to support the IFF Transaction, the
Company will provide certain support and guarantee BTSC's obligations. After the
SEC approves the establishment of the Fund, the Company intends to subscribe
for one-third (or approximately 33.33%) of the total issued investment units of
the Fund in a proposed public offering of the units by the fund management
company. All of the units will be listed in the Stock Exchange of Thailand upon
establishment of the Fund.
By entering into the IFF Transaction, BTSC expects that it will receive proceeds
from the sale of the net farebox revenue to the Fund in an amount of
approximately Baht 50,000 - 60,000 million, or higher, which will be subject to
several factors such as prevailing market conditions. However, the selling price
shall not be less than Baht 50,000 million. After the sale of the net farebox
revenue to the Fund, BTSC will still be the operator of the BTS SkyTrain system
and the Company will continue to maintain substantial control in the BTS
SkyTrain business and to benefit from the economic return from such business
(through the 33.3% holding in the Fund, as well as return in the form of
dividend).
In regard to BTS group's plan for utilizing the proceeds received from the sale
of the net farebox revenue to the Fund, the primary utilization is to make BTS
group be ready for considering any new investment opportunities in the 4 mass
transit routes which the government is currently expediting the process.
Secondly, a part of the proceeds will be used for investing in the investment
units of the Fund. The Company will then hold one-third of the investment units
of the Fund and the Company, as a unitholder, will receive future dividends from
the Fund. In addition, if there is any remaining cash and sufficient
liquidity, the Company intends to propose to the Board of Directors' Meeting or
the Shareholders' Meeting (as the case may be) to consider and approve special
dividend payments to shareholders of the Company. However, the decision on such
a special dividend payment will be subject to the Company's consideration along
with the Company's plans and financial need for the future investment, legal
restrictions and other factors.
The Company determined the date for the Extraordinary General Meeting of
Shareholders No. 1/2012 on Tuesday December 18, 2012 at 14.00 hrs. at Rama
Gardens Hotel Bangkok Convention Center, 9/9 Vibhavadi Rangsit Road, Laksi,
Bangkok 10210, and determined the date of determining the names of shareholders
who shall be entitled to attend the Extraordinary General Meeting of
Shareholders No. 1/2012 (Record Date) on November 26, 2012 and the date to
gather the names of shareholders under Section 225 of the Securities and
Exchange Act B.E. 2535 (as amended) by closing the share register book and
suspension of share transfer on November 27, 2012.
______________________________________________________________________
This announcement was prepared and disseminated by listed company or issuer
through the electronic system which is provided for the purpose of dissemination
of the information and related documents of listed company or issuer to the
Stock Exchange of Thailand only. The Stock Exchange of Thailand has no
responsibility for the correctness and completeness of any statements, figures,
reports or opinions contained in this announcement, and has no liability for any
losses and damages in any cases. In case you have any inquiries or
clarification regarding this announcement, please directly contact listed
company or issuer who made this announcement.