ข่าวแจ้งตลาดหลักทรัพย์

-TRANSLATION- No. 1000/099/2010 June 16, 2010 Subject : Connected Transaction in Purchasing Common Shares of ASEAN Potash Mining Public Company Limited Attention : President of The Stock Exchange of Thailand At the meeting No. 5/2010 held on May 27, 2010, The Board of Directors of the Bangchak Petroleum Public Company Limited resolved to enter into the bid to purchase common shares of ASEAN Potash Mining Public Company Limited from TMB Bank Public Company Limited. On June 4, 2010, TMB Bank Public Company Limited sent The Bangchak Petroleum Public Company Limited a formal notice that BCP has won the bid. The Board of Directors' Meeting No. 6/2010, held on June 16, 2010, resolved to purchase these common shares, which is classified as connected transaction with details as follows. 1. Transaction date Within June 2010 2. The involved parties Buyer The Bangchak Petroleum Public Company Limited ("BCP") Seller TMB Bank Public Company Limited ("TMB") Relationship TMB is a connected person of BCP because Ministry of Finance is a major shareholder of BCP and TMB. 3. The general characteristics of the transaction The characteristic of the Purchase 1,165,500 common shares or transaction 9.89 % of total shares common Purpose For investment 4. The purchased asset details 4.1 The characteristics of the company Company name ASEAN Potash Mining Public Company Limited ("APMC") Purchased asset Common shares Registered capital 2,226,661,400 Baht, of which 1,177,597,300 Baht is paid-up capital and divided into 11,775,973 shares with a par value of 100 Baht Business type Potash Mining at Chaiyabhum Province 4.2 APMC's financial information Company name ASEAN Potash Mining Public Company Limited ("APMC") (Unit: Million Baht) December 31, 2009 December 31, 2008 Assets 1,050.07 1,052.10 Liabilities 230.97 224.61 Shareholders' equity 819.10 827.49 Book value per share (Baht) 70.27 70.99 Income 8.02 0.20 Expense 9.10 17.24 Net profit (loss) (8.40) (19.35) Net earnings per share (Baht) (0.72) (1.66) 5. Purchased asset value 93,240,000 Baht 6. Payment Method Fully pay by cashier cheque on the transaction date 7. Determining value criteria The offering price of the bid on June 2, 2010 is based on book value as of December 31, 2009 and the latest selling value on February 2010 at 100 Baht per share. 8. Transaction size 0.35% of the net tangible asset value, consolidated financial statement of BCP and subsidiaries on March 31, 2010. 9. The characteristics and scope of According to the Disclosure of the interest Information and other Acts of Listed Companies concerning the Connected Transactions,2003, this transaction is the connected transaction, relating to the assets or services because Ministry of Finance, the major shareholder of TMB, is also BCP's indirect major shareholder; therefore, TMB is the connected person. Moreover, the total value of BCP's acquisition of assets,approved by the Board of Directors, is 93.24 Million Baht which is equivalent to 0.35 % of BCP's net tangible asset and subsidiaries (as of March 31, 2010, BCP's net tangible asset and subsidiaries is equivalent to 26,559 Million Baht).This transaction size is more than 0.03% but less than 3.00% of BCP's net tangible asset value; thus, BCP has to propose the Board of Director for approval and disclose to the Stock Exchange of Thailand. 10. The shareholder's structure of Purchased asset The shareholder's structure of APMC Before Transaction Occurred Shareholder Shares % of Registered Capital 1. Ministry of Finance 2,574,000 21.86 2. Thepharak International 1,961,316 16.65 Company Limited 3. PTP Trokemia Gresig (Pershiro) 1,673,100 14.21 4. Minister of Finance 1,673,100 14.21 (Incorporation) 5. TMB Bank Public Company Limited 1,165,500 9.89 6. The Bangchak Petroleum Public 765,000 6.50 Company Limited 7. Others 1,963,957 16.68 Total 11,775,973 100 After Transaction Occurred Shareholder Shares % of Registered Capital 1. Ministry of Finance 2,574,000 21.86 2. Thepharak International Company 1,961,316 16.65 Limited 3. The Bangchak Petroleum Public 1,930,500 16.39 Company Limited 4. PTP Trokemia Gresig (Pershiro) 1,673,100 14.21 5. Minister of Finance 1,673,100 14.21 (Incorporation) 6. Others 1,963,957 16.68 Total 11,775,973 100 11. Source of capital for the transaction Business operation cash 12. Benefit to BCP Return from the investment 13. Transaction consideration Directors, the representatives of Ministry of Finance which have interests, do not attend and have no right to vote in the Board of Directors' meeting. 14. The opinion of the Board of Directors According to the Board of Directors and Audit and Audit Committee Committee consideration, because determining value criteria is reasonable and this transaction is beneficial to BCP and shareholders. Besides, it also supports BCP directions in expanding new business in order to add business value and diversify the risk of BCP's revenue. 15. The different opinion of the Board of - None - Directors and Audit Committee Please be informed accordingly. Yours sincerely, -signed- (Mr. Anusorn Sangnimnuan) President Office of the secretary to the Board of Directors Tel. 0-2335-4000 Fax. 0-2140-8902