ข่าวแจ้งตลาดหลักทรัพย์

-Translation- Attachment 1 29 August 2005 Attn: President The Stock Exchange of Thailand Re: Disclosure of Acquisition of the Listed Company's Assets According to the resolution of Board of Directors Meeting No. 9/2005 of The Bangchak Petroleum Public Company Limited ("BCP" or "the Company") on 29 August 2005, the Board approved the investment in the Product Quality Improvement ("PQI") Project. According to Notification of the Board of Governors of the Stock Exchange of Thailand regarding Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets, 2004, the Company shall prepare a report disclosing to the Exchange and serve a written notice of its decision to enter into the transaction on its shareholders as follows: 1. Transaction Date At present, the Company is in the process to obtain an engineering, procurement and construction ("EPC") contractor for the PQI project. The selection of EPC contractor is expected to be concluded and pursue the project around the end of the 2005. The project will take 27-30 months for the construction of the project; the completion is expected in the first quarter of 2008. However, the definite construction period will be determined by the selected EPC contractor. 2. Parties involved The selection of EPC contractor is underway via bidding process. 3. General Description of the Transaction Starting from the second quarter of 2004, world price and volatility of oil products have been increasing while the Asia-Pacific demand-supply has reached the equilibrium resulting in higher gross refinery margin ("GRM") of all refineries in the region especially those complex refineries -produces a higher proportion (85-90%) of value-added refined oil. While simple refineries, including the one of BCP, producing 30-35% of fuel oil - the lower value product of which price is currently USD 10-12 per barrel lower than crude oil price, comparing to approximately USD 2-3 per barrel difference in the past years. The large price gap of crude oil and fuel oil does not allow the Company to reap the profit from oil price situation as the complex refinery does. Hence the Company has planned to implement the PQI project, consisting of a cracking unit and other supporting units and facilities at BCP current refinery site. The Company has estimated the project cost of around USD 250 - 350 million or Baht 11,250 - 15,750 million.* The completion of the PQI project would turn BCP simple refinery to complex refinery, allowing the Company to produce a higher proportion of value-added refined oil; i.e., diesel and gasoline (especially diesel). According to the Feasibility Study of UOP LLC., the US-based expert in refinery design and engineering business, the success of PQI project would increase diesel production from approximately 34,000 barrel per day to approximately 55,000 barrel per day. The transaction size calculated in accordance with the value of assets acquired, compared with the value of assets of the company and its subsidiaries, equals to 47.70% of value of assets of the Company and its subsidiaries (calculated from the maximum transaction size of USD 350 million or Baht 15,750 million* divided by Baht 33,014 million which is the total assets of the Company and its subsidiaries, as of 30 June 2005). The transaction size is equal to 15% or more but lower than 50% of total assets of the Company consolidated financial statement, hence required the Board of Directors' approval and report disclosure to the Exchange and notify the shareholders according to the According to Notification of the Board of Governors of the Stock Exchange of Thailand regarding Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets, 2004. 4. Detail of the assets purchased The implementation of PQI project consists of the design, engineering and construction of hydrocracking unit at the capacity of 25,000 barrel per days ("BPD") and other supporting units, details as shown below: Project owner : The Bangchak Petroleum Public Company Limited Contractor : Under selection process Contract value: A maximum of USD 350 million or Baht 15,750 million* Note:*assume exchange rate of Baht 45 per USD to mitigate risk associated to Baht depreciation due to the bidding price determined in USD, expected to be finalized in Nov - Dec 2005 Contract value : A maximum of USD 350 million or Baht 15,750 million* Contract type : Engineering, procurement and construction ("EPC") contract to design, procure and construct a 25,000 BPD hydrocraking units, a 35,000 BPD vacuum unit, a hydrogen plant of which capacity would be 40 million cubic foot per day and other supporting units and facilities; in form of turnkey contract with date certain, fixed price lump sum and performance guarantee. Project site At the current refinery site of the Company Construction period Approximately 27-30 months (a definite period is to be determined by the selected EPC contractor) 5. Total value of the consideration The Company has estimated a maximum investment in the PQI project of USD 350 million or Baht 15,750 million*.Payment is subject to terms & conditions of the contract. 6. Value of assets of purchased A maximum project investment of USD 350 million or Baht 15,750 million *, equal to the total value of the consideration. 7. Basis used to determined the value of consideration The Company is now pursuing the selection of EPC Contractor via a bidding process that defines certain criteria of the bidding contractors. The process is aimed to achieve fair bidding price, proper selection and maximize benefit of the shareholders. 8. Benefit to the Company The PQI project would allow BCP to produce a higher proportion of value-added products of which domestic demand is rising, and enhance the Company profitability while reduce the production of fuel oil, of which demand is reducing in the future due to the utilization of coal & natural gas as substitute products. In addition, the fuel oil price movement does not support the increasing price of raw material. The success of the PQI project would also enhance the flexibility of crude selection and reduce the effect of price volatility on the Company. Note: *assume exchange rate of Baht 45 per USD to mitigate risk associated to Baht depreciation due to the bidding price determined in USD, expected to be finalized in Nov - Dec 2005 9. Sources of fund BCP has planned to raise fund for the project from the issuance of new shares and convertible debenture offering to investors amounting approximately USD 150 million or Baht 6,750 million* of which USD 100-120 million or Baht 4,500-5,400 million* will be offered to PTT Plc. in form of shares and convertible debenture (currently under negotiation with PTT) whereas the balance will be offered in form of new shares to institutional investors after the shareholders' approval. The remaining of fund required shall be commercial bank loan (currently under negotiation with banks). However, the ratio of fund to be raised from investors and commercial bank may be changed subject to negotiation. Note: * assume exchange rate of Baht 45 per USD to mitigate risk associated to Baht depreciation due to the bidding price determined in USD, expected to be finalized in Nov - Dec 2005 10. Opinion of Board of Directors and Audit Committee The Board of Directors Meeting and the Audit Committee have carefully considered and opined that the PQI project would serve the increasing demand of refined oil in the future and also increase the production of value-added products which would benefit the Company and the country; hence this investment transaction is reasonable. The information disclosure has been certified true by the Board of Directors of the Company. It has been carefully prepared with best endeavor concerning the shareholders' interest and for the purpose of disclosure only, not for invitation to subscribe the offering shares. Please be informed accordingly. Yours Sincerely, The Bangchak Petroleum Public Company Limited -signed- -signed- General Tawat Ked-Unkoon Anusorn Sangnimnuan Directors