SET Announcements

- TRANSLATION - No. 1000 / 173 / 2008 August 27, 2008 Subject : Related Party Transaction in purchasing common shares of ASEAN Potash Mining Public Company Limited Attention : President of The Stock Exchange of Thailand The Board of Directors of the Bangchak Petroleum Public Company Limited resolved in its Meeting No. 8/2551 held on July 25, 2008 to join auction in purchasing common shares of ASEAN Potash Mining Public Company Limited from TMB Bank Public Company Limited ("the Bank") Then, the Bank accepted the purchasing proposal of the Company, so this transaction is considered as related party transaction with details as follows. 1. Information of the date on which the transaction occurred / parties involved The date on which the transaction occurred : August 27, 2008 Parties involved : TMB Bank Public Company Limited Relationship : Ministry of Finance is the major shareholder of both the Bangchak Petroleum Public Company Limited and TMB Bank Public Company Limited 2. The general characteristics of the transaction The characteristics of the transaction : Purchase common shares 765,000 or 6.56 % of issued and fully paid up share capital Basis of price prescription : Bid auction for the tender of the Bank during July 30, 2008 - August 8, 2008.The Company set the offering price based on net present value of the project in of ability to operate commercially by the Discounted Cash flow Method (DCF).Company also takes the discount into consideration caused by the project's risk and competitive situation in bid auction in this time. Purpose : For Investment Shareholding amount before transaction occurred : 0 % of registered and fully paid up share capital Shareholding amount after transaction occurred : 6.56 % of registered and fully paid up share capital Shareholder Structure Shareholder Amount of Per cent of Share Registered share capital 1. Ministry of Finance 2,574,000 22.08 2. IBC Construction and Development Company 1,961,316 16.83 Limited 3. PTP Trokemia Gresig (Pershiro)) 1,673,100 14.35 4. Minister of Finance (Incorporation) 1,673,100 14.35 5. TMB Bank Public Company Limited 1,165,500 10.00 6. The Bangchak Petroleum Public Company Limited 765,000 6.56 7. Other minor shareholders 1,843,957 15.82 Total 11,655,973 100 Value of purchased asset : 79,996,050 Baht The size of the transaction : The size of the transaction is 0.34 % of the net tangible asset value as on June 30, 2008 consolidated financial statement of the Company and its subsidiaries Payment Method : Fully pay up by cashier check on the date on which the transaction occurred 3. The detail of the purchased asset 3.1 The characteristics of the Company Name of the Company : ASEAN Potash Mining Public Company Limited Asset which is used in doing transaction : Common shares Issued and fully paid up share capital : 1,165,597,300 Baht which are divided in 11,655,973 shares and value 100 Baht per share Type of Business : Potash Mining in Chaiyabhum Province 3.2 Financial information of the Company : (Unit : Million Baht) Date December 31, 2007 December 31, 2006 Assets 1,054.89 1,057.39 Liabilities 208.05 207.28 Shareholders' equity 846.84 850.11 Share value per book (Baht) 72.65 72.93 Income 12.04 25.80 Expense 13.72 21.46 Net profit (3.27) 4.01 Earnings per share (Baht) (0.28) 0.34 4. The characteristics and scope of the interest : This transaction is the related party transaction, transaction relating to the assets or service according to the Disclosure of Information and other Acts of Listed Companies Concerning the Connected Transactions, 2003, because the Bank is the connected person.Since the Ministry of Finance, which is the indirect major shareholder of the Company, is also the major shareholder of the Bank. Moreover the total value of the Company's acquisition of assets approved by the Board of Directors Meeting is 79.99 Million Baht or 0.34 % of net tangible asset of the Company and its subsidiaries as of June 30, 2008 which are equal 23,310 Million Baht and have the size of transaction more than 0.03 % but less than 3.00 % of the net tangible asset value of the Company. So the Company has to seek the Board of Director's approval and disclose to the Stock Exchange of Thailand. 5. Source of capital which used in doing the transaction : cash form the business operating. 6. Benefit which the Company will get : Return form the investment 7. The opinion of the Board of Director : The Board of Directors, including all Audit Committee, excluding directors who are representatives of the Ministry of Finance, have conflict of interest and have no right to vote, considered and opined that doing transaction in this time is reasonable and beneficial for the Company and shareholders. Besides, this transaction also supports the Company directions in developing new business in order to increase enterprise value and diversify the risk of the Company's income in the future. 8. The opinion of the Board of Directors and/or Audit Committee which is different from the opinion of the Board of Directors in No.7 : -None- Please be informed accordingly. Yours sincerely, -signed- (Anusorn Sangnimnuan) President Office of the secretary to the Board of Director Tel. 0-2335-4584 Fax. 0-2713-9419