Share Repurchase for Financial Management Disclosure Form

BackJan 17, 2008

-Translation-

Form TS-1.2
Share Repurchase for Financial Management Disclosure Form
(Under Section 66/1 (2) of the Public Company Limited Act)
Rayong Purifier Public Company Limited (RPC)

January 17, 2008

1. Shares Repurchase Program

1.1 Total amount to repurchase Company's shares shall not exceed 220 million Baht;

1.2 Number of shares to be repurchased shall not exceed 10% of the total Paid-up Capital of the Company or 52,987,022 shares (at par value of 1 Baht per share);

1.3 Shares Repurchase Program Method:

( /) purchase in the Stock Exchange of Thailand

( ) offer to General Shareholders at the price of Baht per share (all at the same price)

The Repurchase Period will be February 1, 2008 to July 31. 2008.

Remarks : The Company has to disclose the Shares Repurchase Program not less than 14 days prior to the Repurchase Date.

1. If repurchase in the SET, the Repurchase Period shall not exceed 6 months;

2. If repurchase by offering to General Shareholders, the Repurchase Period shall not be less than 10 days and not more than 20 days.

1.4 The average Closing Price of Company shares, 30 days prior to the Disclosing Date, was 4.12 Baht per share.

 

2. Company Information

2.1 The Retained Earnings and excess liquidity of the Company based on the Reviewed/Audited Financial Statements as of September 30, 2007.

- The Company's Retained Earnings was 477,629,000 million Baht;

- The Company's Debts due within 6 months from the Repurchase Date is -none-;

- Explain the ability of the Company to repay the abovementioned debts and specify sources of funds for such repayments. From Company Cash Flow.

2.2 Number of shares belongs to Minority Shareholders (Free Float) on December 7, 2007,the latest Closing Date of Shares Registration Book, was 204,060,901 shares or 38.51%of the Company's Paid-up Capital. The Company Shares Distribution Report is enclosed herewith.

 

3. Purpose of Shares Repurchase Program
To manage and maximize the benefits of Company's excess liquidity.

 

4. Potential Impacts after Shares Repurchase Program

4.1 Impact to Shareholders:
Since the Repurchased Shares are not eligible to receive dividend, the dividend per share and the Returns on Equity should increase.

4.2 Impact to the Company:
The Company's Liquid Assets and Book Value shall be reduced. If, at the end of the Program, the Company manage to fulfill up to 220 million Baht, the Liquid Assets and the Book Value of the Company will be reduced by the same amount.

 

5. Resale of Shares and Shares Write-Off.

- The Shares Resale Procedure and Period shall be determined by the Board of Directors after 6 months from the Completion Date of Repurchase and shall not exceed 3 years.

- Resale Pricing Principle:
The Resale Price shall not be less than 85% of the average Closing Price, 5 business days prior to the Resale Date.

 

6. Past Records of Shares Repurchase Program
-None-

The Company hereby certifies that the information contained in this report is complete, true and correct.

Please be informed accordingly.

 

Sincerely Yours,

 

Mrs. Siraporn Krishanakan
Assistant Managing Director

 

Investor Relations/Managing Director's Office
Tel 0 2515-8600 # 8743

 

Distribution of Ordinary Shares Report Form
Rayong Purifier Public Company Limited (RPC)
As of December 7, 2007

Company's Paid-up Capital (only Ordinary Shares) of 529,870,229 Baht comprised of 529,870,229 Ordinary Shares at 1.00 Baht Par Value.

No.of Shareholders
No. of Shares
% of Paid-up Capital
(Ordinary Shares only)
1. Strategic Shareholders:
1.1 Government, State Owned Enterprise or Public Sector Agencies
2
79,550
0.02
1.2 Directors, Managers, and Executive Management including Related Persons and Associated Persons
41
325,724,853
61.47
1.3 Shareholders holding more than 5% including Related Persons
-
-
-
1.4 Other Controlling Persons
-
-
-
1.5 Shareholders under Silent Period Agreement not to sell their shares during a specified period
-
-
-
2. Repurchased Shares
-
-
-
3. Minor Shareholders
(Non-Strategic Shareholders)
2,764
204,060,901
38.51
4. Shareholders holding less than 1 Board Lot
147
4,925
-
Total
2,954
529,870,229
100.00

The Company hereby certifies that the information contained in this report is true and correct.

 

Mrs. Siraporn Krishanakan
Assistant Managing Director

Attachments

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