21 พฤษภาคม 2551
) Information Memorandum : TTW(Amendment in Statistical Table)
2007, the service fee is Baht
0.258613 per cubic metre.
1.2 Connected party transaction between Pathum Thani Water and BJT
Type of Transaction Value
Relationships Connected (Thai Baht) Transaction Description
Transaction 2006 2007
- Subsidiary - Tap water 77,260 137,143,417 - Prior to 26 January 2007, Pathum
- The Company is a production Thani Water had signed an
major shareholder with cost Operation and Maintenance (O&M)
98.0% shareholding in Agreement to contract Pathum
Pathum Thani Water - Difference - 951,813 Thani Operations to perform the
from 31 December between O&M works for its tap water
2007 and Pathum administration production; Pathum Thani
Thani Water is a major -electricity Operations then sub-contracted
shareholder with BJT to perform such O&M works.
99.99% shareholding - Trade account - 13,285,197 Under the sub-contract, BJT is
in BJT from 26 January receivables responsible only for the costs of
2007. labour and supplies used in the
- Two directors of BJT, production whereas the
namely maintenance cost is borne by
(1) Mr. Sahachai Pathum Thani Water. In 2006, BJT
Hengtrakul and advanced the maintenance cost
(2) Mr. Somkiat and subsequently recovered the
Pattamamongkol-chai cost from Pathum Thani Water.
are the Company's - On 26 January 2007, Pathum Thani
executives. Water signed an Operation and
Maintenance (O&M) Agreement to
engage BJT to perform the O&M
works for its tap water production
with a service fee at the rate of
Baht 2.40 per m3 after termination
of the O&M Agreement that it had
made with Pathum Thani
Operations. The above service fee
agreed with BJT includes the costs
of chemicals, labour and supplies
from the operation as well as an
electricity fee at the fixed rate
which will be adjusted annually
according to the Consumer Price
Index. (Pathum Thani Water, the
owner of the electricity metre, will
calculate the difference between
the fixed-rate fee as set out in the
Agreement and the fee actually
paid and then additionally charge
or return the difference to BJT
every three months.)
1.3 Connected party transactions between the Company and Pathum Thani Water
Type of Transaction Value
Relationships Connected (Thai Baht) Transaction Description
Transaction 2006 2007
- Subsidiary Sponsor support - Up to Pathum Thani Water entered into a
- The Company is a to the Company 162,000,000 long-term loan agreement with a
major shareholder of for business syndicate of financial institutions on
Pathum Thani Water operation in case 21 January 2001 with an intention to
with 98% shareholding of cash shortfall use the loan as a fund for
as at 31 December construction of its water production
2007. plant and all water distribution
- The following directors systems. As at 30 June 2007, the
of Pathum Thani Water loan remaining balance was Baht
hold offices in the 3,126,688,231. According to the loan
Company: agreement, repayment will be made
(1) Mr. Sompodh on a 6-month basis and will be
Sripoom is the completed in 2015. As at 31
Company's director and December 2007, the Company holds
managing director; 98% of Pathum Thani Water's shares.
(2) Mr. Techapit Accordingly, the Company, as the
Sangsingkeo is a major shareholder of Pathum Thani
member and chairman Water, is required by the loan
of the Company's Audit agreement to provide a financial
Committee; support of up to Baht 162 million in
(3) Mr. Phairuch case of the Company's cash shortfall.
Mekarporn is a member The Company did not charge a
of the Company's Audit guarantee fee for this transaction.
Committee;
(4) Mr. Tomoaki
Matsumoto is the
Company's director;
and (5) Mr. Somkiat
Pattamamongkol-chai is
the Company's
executive.
2. Connected party transactions with major shareholders
2.1 Connected party transactions between the Company, Pathum Thani Water and CH. Karnchang
Type of Transaction Value
Relationships Connected (Thai Baht) Transaction Description
Transaction 2006 2007
- Affiliate 1. Transactions
- Company's major with the
shareholder with Company
47.69% shareholding - Sponsor Up to Up to The Company entered into a Baht
as of 30 June 2007. support to the 1,000,000,000 1,000,000,000 7,000 million long-term loan
- Former major Company for agreement with the Syndicate of
shareholder of Pathum business Lenders on 9 March 2001 with an
Thani Water with operation in intention to use the loan as a
46.39% and 4.17% case of cash fund for construction of the
shareholdings on 11 shortfall. Company's water production plant
June 2007 and 12 and all water distribution systems.
September 2007, According to the agreement, the
respectively. loan repayment will be made on a
- Two executive quarterly basis and the repayment
directors and will be completed in 2013. Also,
executives of CH. CH. Karnchang, the Company's
Karnchang hold offices major shareholder, is required to
in the Company: sponsor a financial support of an
(1) Mr. Plew amount up to Baht 1,000 in case
Trivisvavet is the of the Company's cash shortfall.
Chairman of the CH. Karnchang did not charge a
Company's Board of guarantee fee for this transaction.
Directors and
(2) Mr. Narong
Sangsuriya is the - Bridge - Up to On 27 June 2007, the Company
Company's director and financing to a 1,503,000,000 entered into loan agreements
executive director. syndicate of with two financial institutions with
lenders for the an intention to use the loans as a
repayment of fund for the acquisition of shares
short-term in Pathum Thani Water. The
loans in case loans comprise (i) Baht 3,000
where the million short-term loan which is
Company fails due for repayment within one
to list its year and (ii) Baht 1,000 million
ordinary long-term loan which is due for
shares on SET repayment in July 2013. Pursuant
within 1 year to the loan agreements, CH.
from the date Karnchang, the Company's major
of loan shareholder, is required to be one
disbursement of the sponsors and provide
or where the financial support equivalent to
proceeds from 50.10% of the short-term loan if
the pubic the Company fails to list its
offering are ordinary shares on SET within 1
insufficient for year from the date of loan
short-term disbursement or the proceeds
loan from the public offering are
repayment. insufficient for short-term loan
repayment. CH. Karnchang did
not charge a guarantee fee for
this transaction.
2. Transactions
with Pathum
Thani Water,
the Company's
subsidiary
- Payment for 107,700,000 542,592,150 On 20 March 2007, Pathum Thani
the under- Water engaged CH. Karnchang to
construction construct an extended part of its
works of water production plant and a tap
assets for tap water distribution system with a
water production capacity of 100,000
production cubic metres per day at a total
construction cost of Baht 693.1
- Prepayment - 42,592,517 million. CH. Karnchang started
for the construction in February
construction 2006. Pathum Thani Water has
work booked CH. Karnchang as its
creditor in respect of the accrued
- Creditor and 115,239,000 23,861,681 cost of the construction. Pathum
advances for Thani Water made the first
construction payment for the construction to
works CH. Karnchang on 9 August 2007
after it signed a loan agreement
- Payable - - 1,251,169 with one financial institution on
performance 21 June 2007. In December 2007,
guarantee Pathum Thani Water entered into
another contract for additional
construction for Baht 35,010,740
with 15% advance payment.
2.2 Connected party transactions between the Company and Mahasiri Siam Ltd.
Type of Transaction Value
Relationships Connected (Thai Baht) Transaction Description
Transaction 2006 2007
- Affiliate Bridge financing - Up to On 27 June 2007, the Company
- Before 29 June 2007, to a syndicate of 393,900,000 entered into loan agreements with
Mahasiri Siam Ltd. was lenders for the two financial institutions with an
a major shareholder of repayment of intention to use the loans as a fund
Pathum Thani Water short-term loans for the acquisition of shares in
with a 30.52% in case where Pathum Thani Water. The loans
shareholding. After 29 the Company comprise (i) Baht 3,000 million short-
June 2007, Mahasiri fails to list its term loan which is due for repayment
Siam Ltd. sold all its ordinary shares within one year and (ii) Baht 1,000
shares in Pathum Thani on SET within 1 million long-term loan which is due
Water to the Company. year from the for repayment in July 2013. Pursuant
- As at 27 August 2007, date of loan to the loan agreements, Mahasiri
Mahasiri Siam Ltd. was drawing or where Siam Ltd., the Company's major
a major shareholder the proceeds shareholder, is required to be one of
with a 19.24% from the public the sponsors and provide financial
shareholding in CH. offering are support equivalent to 13.13% of the
Karnchang. insufficient for short-term loan if the Company fails
- CH. Karnchang is the short-term loan to list its ordinary shares on SET
Company's major repayment. within 1 year from the date of loan
shareholder with drawing or the proceeds from the
47.69% shareholding public offering are insufficient for
- A director of Mahasiri short-term loan repayment. Mahasiri
Siam Ltd., namely Mr. Siam Ltd. did not charge a guarantee
Plew Trivisvavet, also fee for this transaction.
acts as the Company's
Chairman
24
2.3 Connected party transactions between the Company and Mitsui & Co., Ltd.
Type of Transaction Value
Relationships Connected (Thai Baht) Transaction Description
Transaction 2006 2007
- Affiliate Bridge financing - Up to On 27 June 2007, the Company
- As at 8 March 2007, to a syndicate of 1,103,100,000 entered into loan agreements with
Mitsui & Co., Ltd. was lenders for the two financial institutions with an
a major shareholder repayment of intention to use the loans as a fund
with 100% short-term loans for the acquisition of shares in
shareholding in Mitsui, in case where the Pathum Thani Water. The loans
and as of 30 June Company fails to comprise (i) Baht three billion short-
2007, Mitsui has been list its ordinary term loan which is due for repayment
a major shareholder shares on SET within one year and (ii) Baht one
with 35.00% within 1 year billion long-term loan which is due for
shareholding in the from the date of repayment in July 2013. Pursuant to
Company. loan drawing or the loan agreements, Mitsui & Co.,
- Two directors of Mitsui, where the Ltd., the major shareholder of Mitsui
namely proceeds from which is the major shareholder of
(1) Mr. Yoshio the public Company, is required to be one of the
Kometani and offering are sponsors and provide financial
(2) Mr. Tomoaki insufficient for support equivalent to 36.77% of the
Matsumoto, are the short-term loan short-term loan if the Company fails
Company's directors. repayment. to list its ordinary shares on SET
within 1 year from the date of loan
(more)