CLARIFICATION OF ADVANC'S ACQUISITION
21 October 1999
-Translation-
AIS 239/1999
October 20,1999
Re : Clarification of ADVANCE's acquisition
To : President
Stock Exchange of Thailand
The Board of Directors' Meeting of Advanced Info Service Plc. (ADVANC)
No. 7/1999 which was held on October 20,1999 at 14.00 p.m., has resolved
to acquire ordinary shares of Shinawatra Datacom Ltd. (SDC) and Data
Network Solution Ltd. (DNS) from Singapore Telecom International Pte Ltd.
(STI) , a Major Shareholder of ADVANC. The details of such transaction are
as follows:
Transaction Date: October 20,1999
Parties Involved: Purchaser Advanced Info Service Plc.
(ADVANC)
Seller Singapore Telecom International
Pte Ltd.(STI)
Relationalship between parties: STI is the Major Shareholder of ADVANC with
18.63% shareholding
Details of the acquired assets
1.Shinawatra Datacom Co.,Ltd.
Company's Name: Shinawatra Datacom Co.,Ltd.
Type of Securities: Ordinary Shares
Nature of Business: Data Network Communications services
providing nationwide on-line data and
voice transfer with normal speed based on
Packet Switching , X.25 ,TDM techonology
(Normal Speed Backbone) .
Registered and Paid-Up Capital: 457.52 million baht , per value 10 baht
per share
Board of Directors: 1.Mr.Somprasong Boonyachai
2.Mr.Arak Chonlatanon
3.Mrs.Siripen Sitasuwan
4.Mr.Lee Wa Lon
5.Mr.Victor khwok
6.Mr.Allen Lew Yong Keong
7.Miss Nongyao Pajaree
8.Mr.Nipat Jumroonrat
9.Mr.Sutum Malila
Major Shareholders: 1.Singapore telecom International Pte Ltd.
40.08%
2.Advanced Info Service Plc. 27.87%
3.TOT 23.50%
4.Tawin & Sun Co.,Ltd. 5.81%
5.Other Shareholders 2.75%
No. of acquired shares: 18,339,386 shares
Acquisition Price: 273 million baht or about 14.89 baht
per share
%holding before acquisition: 27.86%
%holding after acquisition: 67.95%
2.Data Network Solution Co.,Ltd.
Company's name: Data Network Solution Co.,Ltd.
Type of Securities: Ordinary Shares
Nature of Business: Nationwide Communition Network and
high-speed data connection service
providers via fiber-optic network , enable
for multiplex usage , i.e. voice , data
and video with High Speed Frame Relay
technology and ATM
(Asynchronous Transfer Mode).
Registered and Paid-Up Capital: 1 million baht , par value 10 baht
per share
Board of Directors: 1.Mr.Boonklee Plungsiri
2.Mr.Somprasong Boonyachai
3.Mrs.Siripen Sitasuwan
4.Mr.Lee Wa Lon
5.Mr.Victor Khwok
6.Mr.Allen Lew Yoong Keong
Major Shareholders: 1.Bangkok Telecom Engineering Co.,Ltd.51%
2.Singapore Telecom International Pte Ltd.
49%
No. of Acquired Shares: 49,000 shares
Acquisition Price: 8 million baht , about 163.15 baht per share
%holding before acquisition: None
%holding after acquisition: 49%
Purpose of acquisition SDC and DNS
As Thailand's telecommunication business has gradually move from voice
communication into data communication , ADVANC view that the DATANET
business of SDC and DNS has a growth potential which will be a value-added
business for ADVANC and also provide more flexibility in strategic
move of SDC and DNS.
Total value of transaction
ADVANC will acquire original shares of SDC and DNS from STI ,
a major shareholder of ADVANC , totaling 18,339,386 shares and
49,000 shares ,respectively , amounting to Baht 281,000,000 .
The transaction is considered to be a connected transaction as the value
of the transaction is accounted for 1.22 percent of net tangible asset
of ADVANC . However ,this transaction is not qualified under the conflict
of interest definition as per notification number 9 of the Stock Exchange
of Thailand. Therefore, any approval of Shareholder's Meeting
is not required.
Yours Faithfully
-Signed-
(Mr.Somprasong Boonyachai)
Director
Advanced Info Service Plc.