ข่าวแจ้งตลาดหลักทรัพย์

-Translation- Attachment 3 August 29, 2005 Attn: President The Stock Exchange of Thailand Re: Disclosure of Connected Transaction 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 resolved the issuance of new shares and convertible debenture and to be offered to PTT Public Company Limited ("PTT"), collectively called "the Transaction" of which classified as Connected Transaction with major shareholder. 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 Connected Transactions, 2003, The company have the duty to disclose its decision to enter into the Transaction to the Exchange and organize the Shareholders' Meeting to seek approval for a decision to enter into a connected transaction Transaction Date After the shareholder's meeting approval on the transaction and the permission from The Securities and Exchange Commission to issue new shares and convertible debenture. Parties involved Shares Subscriber PTT Public Company Limited Shares Issuer The Bangchak Petroleum Public Company Limited Connected Persons Ministry of Finance ("MOF") is the major shareholder of the Company and PTT, holding 18.45% of BCP total issued shares via the holding of Depository Receipt ("BCP-DR1") giving the voting right to the company through Siam DR Company Limited ("Siam DR"), and MOF holds shares in PTT of 52.48%. General Description of the Transaction BCP is implementing the Product Quality Improvement ("PQI") Project of which total project cost would be approximately USD 250 - 350 million or Baht 11,250 - 15,750 million*.The PQI project includes a cracking unit and its supporting units and facilities, situating at current site of BCP refinery. The completion of PQI project would turn BCP simple refinery to a complex refinery allowing the Company to produce a higher proportion of value-added refined oil; i.e., diesel and gasoline. The Company has planned to partially raise fund for the project via the issuance of new shares and convertible debenture in Thai Baht equivalent to a combined amount of approximately USD 150 million (Baht 6,750 million*),offered to PTT Public Company and institutional investor(s), while the Company will balance the funding requirement by debt facilities from commercial bank(s).The offering to PTT, the Transaction, would be equivalent to USD equivalent to USD 100-120 million (Baht 4,500-5,400 million*) divided into (1) a maximum of 283 million newly issued shares at the offering price of Baht 14-16 per shares and (2) a maximum of USD 41.7 million (Baht 1,890 million*) convertible debenture issued at par value, subsequently converted to common shares of not more than 135 million shares.Considering both PTT's direct holding and holding BCP-DR1 with the voting right through Siam DR, Ssuch offering would result in the increasing shareholding of PTT in the company,from 52.24 million shares or 7.71% to a maximum of 335.24 million shares orwhich is not more than 30% shareholding. 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 Shareholding Structure The Bangchak Petroleum Plc. Before After Registration of new shares Registration of new shares (As of Jul 5, 2005) (Approximately) SIAM DR Co., Ltd. 76.80 % 46.39 % Ministry of Finance 18.45 % 11.15 % PTT Plc. 7.71 % 4.66 % Other DR holders 50.63 % 30.59 % PTT Plc - 25.25 % Bankthai Plc. 6.00 % 3.66 % Others 17.20 % *24.72 % Total paid-up shares 677,146,946 1,121,000,000 Note: Assume the issuance of new shares to institution investor(s) of approximately 161 million shares. The offering of newly issued shares and convertible debentures to PTT Public Company Limited aforementioned equal to a maximum of 54% of Net Tangible Assets ("NTA") of the Company -- NTA as of 30 June 2005 was Baht 10,037 million.Since the size of the Transaction is larger than 3% of the NTA, the Company is obliged to disclose the information on the Transaction to the Stock Exchange of Thailand and to obtain the shareholders' approval on the Transaction,following Notification of the Board of Governors of the Stock Exchange of Thailand regarding Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions, 2003. Payment Cash upon the issuance of shares and convertible debenture Subscriber's Information Company name PTT Public Company Limited Type of Business The operation of petroleum and its related & supporting business and investment in petroleum related company Year of establishment October 2001 Registered capital Baht 27,972 million (as of 30 June 2005) Management Chairman of the Board Mr.Cherdpong Siriwit Director Mr.Praset Bunsumpun (President) Mr.Pala Sookawesh Mr.Somchai Wongsawat Gen.Dr.Chaisuk Ketudat Mr.Chakramon Phasukavanich Mr.Metta Banturngsuk Mr.Suparut Kawatkul Dr.Ampon Kittiampon Mrs.Pannee Sathavarodom Audit Committee Dr.Olarn Chaipravat (Chairman) Asso.Prof.Dr.Suchart Thada-thamrongvech Mr.Prapun Naigowit Dr.Phadhadej Dhamcharee Independent Director Dr.Pisanu Sunthraraks Investment Objective Dividend yield and benefit from business collaboration in the future Shareholding Structure Ministry of Finance 52.48% Vayupak Mutual Fund by KTAM 7.79% Vayupak Mutual Fund by MFC 7.79% Others 31.94% Total Paid-up shares 2,797,245,725 Financial Highlight Unit: Million Baht 2004 Jan - Jun 2005 Total Assets 487,226 480,245 Total Liabilities 302,311 268,549 Total Shareholders' Equity 184,915 211,696 Paid-up Capital 27,972 27,972 Retained Earnings 116,039 141,508 Total Revenues 653,908 422,184 Operating Expenses 584,901 375,305 Operating Profit 69,007 46,879 Net Profit 62,666 44,351 Earning per Share 22.39 15.85 ROA (%) 12.86 % 9.23 % ROE (%) 33.89 % 20.95 % Net Margin (%) 9.58 % 10.51 % Opinion of the Board of Directors The Board of Directors Meeting of the Company consists of all directors and independent directors except those directors representing connected parties from PTT & MOF (Mr. Pichai Chunhavajira, Mr. Apisit Rujikeatkamjorn, Mr. Songpope Polachan and Ms. Chularat Suteethorn) who were not in the Meeting, unanimously resolved that the aforementioned connected transaction is reasonable since 1) it can support fund raising of PQI with optimal debt and equity ratio 2) The issuance of new shares and convertible debenture to PTT, a Thai company, is in accordance with BCP's policy to be a Thai company 3) As same as BCP, PTT is in oil and gas business with financially strong background and diversification of business opportunity. Therefore the synergy and intended business collaboration could mitigate business risk of both parties, improving BCP's image and investor's confidence. and 4) The transaction price is reasonable, falling into fair price range determined by proper valuation methodology - Discounted Cashflow. This 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