Voluntary Tender Offer and Resignation of Audit Committee
24 มกราคม 2549
-Translation-
AIS-CP 016/2006
January 24, 2006
Re: Notification of resolution of the Board of directors
meeting No. 1/2006
To: President
The Stock Exchange of Thailand
Advanced Info Service Public Company Limited ("the Company") held
the board of directors meeting No. 1/2006 on January 24, 2006 at
10.45 a.m. to consider on the following agendas:
1. Acknowledged the sale of shares of Shin Corporation Public
Company Limited ("SHIN") by its major shareholders which the
Company is a group of SHIN that SHIN holds 42.82% of paid up
capital of the Company. The details in connection with the
said sale of shares were disclosed by the Company and SHIN
to the Stock Exchange of Thailand ("the SET") on January 23,2006.
2. Acknowledged the announcement of Voluntary Tender Offer of
the Company's shares at the price of Baht 72.31 per share.
As Cedar and Aspen announced to make a voluntary tender offer,
Cedar and Aspen are obliged to make a tender offer for all
securities of the Company according to the Notification of
the Securities and Exchange Committee No. GorJor. 23/2545
Re: Rules Condition and Procedure for the Acquisition of
Securities for Business Takeovers. In this regard, the
Company are obliged to prepare an opinion concerning the tender
offer in the form 250-2 and shall submit such opinion to
the Office of the Securities and Exchange Committee
("the Office") and shall deliver a copy of such opinion
to each shareholder within 15 business days from the
date that the Company received the offer from Cedar
and Aspen. Furthermore, in preparation of such opinion, the
Company shall appoint independent financial advisor to be
advisor who represent the shareholders and make an opinion
concerning the offer. The meeting approved to authorize
the Executive Committee to be the person who select the
independent financial advisor to represent the shareholders
and make an opinion concerning the offer.
However, in connection with the voluntary tender offer by Cedar
and Aspen, Cedar and Aspen has confirmed to the Company that
Cedar and Aspen do not have an intention to delist the Company
from the SET during the 12-month period after the end of the
Tender Offer period unless the Company is unable to maintain
its listing status under the regulations required by the SET
or the Board of directors of the Company deems it appropriate
to propose to delist the Company.
3. Acknowledged the resolution of the board of directors meeting
no. 1/2006 of SHIN, held on January 23, 2006. Such meeting
passed the resolution not to sell any shares of the Company
which SHIN holds 1,263,712,000 shares, equal to 42.82 of
paid up capital, according to the public announcement of
Cedar and Aspen that they will make a voluntary tender offer
for the Company's shares because the board of directors of
SHIN viewed that the Company's business is able to gain major
profit to SHIN and the Company's performance is always impressive.
4. Approved the resignation of Mr. Supadej Poonpipat from his
positions as the chairman of audit committee and independent
director of the Company because he is indirectly a major
shareholder of SHIN,therefore,he is not qualified to be the audit
committee and independent director of the Company. However,
he remains the director of the Company.
Furthermore, approved the appointment of Mr. Boonchoo
Direksathapon as the chairman of audit committee temporarily
during the process of recruitment of a person to replacing
such positions.
Please be informed accordingly.
Yours sincerely,
-Signed-
(Mr. Somprasong Boonyachai)
Director
Advanced Info Service Public Company Limited