The Shareholding proportion of VTN-P

BackApr 30, 2007

RPC/HO-SET/ELCID-008/07

April 30th, 2007

Subject: Acquisition of VTN-P Shares

To President The Stock Exchange of Thailand

Rayong Purifier (Public) Co. (RPC) would like to report the Board's Resolution from the Board of Directors' Meeting No. 4/2007 held on Friday 27th April 2007 at 16.00-19.00 Hrs. as following:

The Board approved to increase the shareholding proportion of RPC in VTN-P Petrochemical Joint Venture Co., Ltd. (VTN-P), RPC's Associated Company, from currently 60% to 100% by acquiring all shares from other shareholders. The total cost will be within 1.4 Million USD.

VTN-P was incorporated in Socialist Republic of Vietnam with 3.5 Million USD Registered Capital. VTN-P is in Petrochemical business with production capacity of 2,500 Barrels/day located on the bank of Mekong River, Cantho City, Southern part of Vietnam. The objective of this project is to increase RPC's business opportunity and to expand into international markets. This project was promoted and was granted the Investment License by The People' s Committee of Cantho City under Vietnamese Laws.

Various taxes and business privileges as well as benefits were granted.

After filing of this change in the Shareholding Structure and the approval from Vietnamese Authority, the People' s Committee of Cantho City, was granted, VTN-P will become the Subsidiary Company of RPC.

The details of this transaction will be as follows:

1.The Date on which the Transaction Occurs : Within May 2007

2.The Parties Involved

Name
Relation
Rayong Purifier Public Co.,Ltd.
VTN-P's Common Share Acquirer
Machine Automation Joint Stock Company
Existing Shareholder
Tada Trading Company
Existing Shareholder
B.R.N. Enterprise Co.,Ltd.
Existing Shareholder

Note: This is the change of VTN-P's Common Shareholding Structure.

3. The General Characteristics of the Transaction:

- Category of Transaction : VTN-P Share Acquisition
- Volume of Transaction : 1,400,000 USD (Approx. 48,650,000 Baht)
- Rules of Information Concerned : The Total Value of the Consideration

4. The Details of Assets Acquired : Common Shares

- Issuer : VTN-P Petroleum Joint Venture Co., Ltd.
- Nature of Business : Processing and Trading of Petrochemical Products in Vietnam, Production capacity 2,500 Barrel/day
- Registered Capital : 3,500,000USD
- Paid-up Capital : 2,100,000 USD (86,589,330 Baht) (RPC's Portion)
- Proportion of Shareholding BEFORE Transaction : 60%
- Proportion of Shareholding AFTER Transaction : 100%
- Broad of Committee :

1.) Mr.Satja Janethumnukul 2.) Mr.Sumit Chanmetee
3.) Mr.Suwinai Suwanhirankul 4.) Mr.Wasun Sutrong
5.) Mr.Seri Viriyasakultorn 6.) Mr.Ruengsak Thitiratssakul
7.) Ms.Siraporn Krishnakan 8.) Mr.Loo Sew Hock
9.) Mr.Nguyen Tien Vinh 10.) Mr.Tada Hirokazu

- Major Shareholders:

BEFORE Transaction

1.) Rayong Purifier Public Co.,Ltd. 60.00%
2.) Machine Automation Joint Stock Company 14.00%
3.) Tada Trading Company 14.00%
4.) B.R.N. Enterprise Co.,Ltd. 12.00%

AFTER Transaction

1.) Rayong Purifier Public Co.,Ltd. 100.00%
2.) Machine Automation Joint Stock Company 0%
3.) Tada Trading Company 0%
4.) B.R.N. Enterprise Co.,Ltd. 0%

5. The Total Value of the Consideration : Cash Payment within 2007

6. The Value of Acquired Assets : 1,400,000USD (Approx. 48,650,000 Baht)

7. Basis Used to Determine the Value of Consideration:

The Total Value of the Consideration Basis (48,650,000/3,327,492,831) x 100 = 1.46%

8. The profit expected to be generated for the list company as the result of the said transaction:

To fully control VTN-P in management and the selection of new strategic partners for maximum benefits of the company

9. Sources of Funds : RPC's Capital

Please be so informed.

 

Sincerely Yours,

 

Ms.Siraporn Krishnakan
Assistant Managing Director

 

Investor Relations / Corporate Administration Office
Tel: 0 2515-8600
E-mail : ir@rpcthai.com