SET Announcements

No. MD. 076/2003 August 8, 2003 Re:Declaration of Interim Dividend, TARCO Acquisition, Financing Plan, MD Selection and Audit Committee Appointment To:President The Stock Exchange of Thailand Bangkok Aviation Fuel Services Public Company Limited held the Board of Directors Meeting No. 3/2003 on 8 August 2003, starting from 10:00 hrs. and the meeting passed the following material resolutions: 1.The Meeting resolved to approve the Financial Statement for Quarter 2/2003 as proposed. 2.The Meeting resolved to approve the declaration of interim dividend for operation of the first six months of year 2003 at the rate of Baht 0.28 per share to the holders of 340 million shares in the amount of Baht 95.2 million, whose names appear in the Company's share register book as of August 25, 2003 at 12.00 noon and the dividend be paid on September 5, 2003. 3.The Meeting resolved to approve the purchase of shareholding stakes in Thai Aviation Refueling Co., Ltd. (TARCO) for a total number of 2.385 million shares (Two million three hundred and eighty-five thousand shares) or in proportion of 45% of TARCO's registered capital, in the amount of Baht 882.25 million. As such, the Company would hold 90% of TARCO's registered capital after this purchase. Still, the execution of the transaction is subject to concurrence from the New Bangkok International Airport Co., Ltd. (NBIA) and approval form the TARCO shareholders'meeting. 4.The Meeting resolved to approve the Financing Plan for the Company's investment in various projects at Suvarnabhumi Airport by raising long term liability with a maximum amount of Baht 2,800 million, divided into a Project Financing in a maximum amount of Baht 2,000 million with an average payback period of 7-9 years and a loan for investment in TARCO in a form of a debenture or any other financial instruments in a maximum amount of Baht 800 million with a maturity of no more than 10 years. 5.The Meeting resolved to re-elect M.R. Supadis Diskul to be the Managing Director for another term (4 year term) as approved and proposed by Nominating Committee, with an effect from October 1, 2003. 6.The Meeting resolved to re-elect the following persons to be the Audit Committee. (1) Mr. Manas Leeviraphan Chairman of the Audit Committee (2) Flight Lieutenant Udom Krisnampok Member of the Audit Committee (3) Dr. Piyasawasdi Amaranant Member of the Audit Committee (4) Mrs. Mayuree Wichetnalinwong Secretary of the Audit Committee Where the scope of duties and responsibilities, and the terms of holding office are as specified in the Audit Committee Charter. This will be effective from September 27, 2003. 7.The Meeting resolved to approve the revision of the Audit Committee Charter in the heading of Audit Committee's Composition and terms of holding office. This will be effective from August 8, 2003. Please be informed accordingly. Respectfully yours, (M.R. Supadis Diskul) Managing Director Details of TARCO Acquisition 1.Date of Transaction Occurred The 8th August 2003 2.The Parties Involved Mahasiri Siam Co., Ltd. and Bangpa-In Land Co., Ltd. and Mr. Vibool Ungpipattanachai as "Prospective Seller" 3.General Characteristics of the Transaction The Board of Directors of Bangkok Aviation Fuelling Services Public Co., Ltd has resolved the purchase of shareholding stakes in Thai Aviation Refueling Co., Ltd. (TARCO) for a total number of 2.385 million shares (Two million three hundred and eighty-five thousand shares) or in proportion of 45% of TARCO's registered capital. The completion of the transaction is subject to concurrence from the New Bangkok International Airport Co., Ltd. (NBIA) as well as approval from the TARCO shareholders' meeting according to TARCO's shareholders agreement and articles of association. This issue shall be concluded within September 2003. If there is any progress, the Company shall inform immediately. This transaction is applied by the Category 2 of the SET Rules and Regulation Re: rule, criteria, and disclosure of acquisition and disposal of listed company dated on the 22nd January 1993 as follows; Unit: Thousand Baht Total Consideration x 100/ Total Assets of the Listed Company 882,250 x 100 / 1,899,085* = 46.46% *Based on the Company's reviewed financial statement as of June 30, 2003 4.Details of Assets Purchased Type of the Securities purchased: Common share of Thai Aviation Refueling Co., Ltd. Nature of Business: Concessionaire and the sole provider of aviation fuel at the Suvarnabhumi airport (New Bangkok International Airport) via the hydrant pipeline system for 30 years with option to extend the services twice for 10- year period each. Registered Capital:530 million Baht (Five hundred and thirty million Baht) Paid-up Capital:354.5 million Baht (Data from Financial Statement as of December 31, 2002) Board of Directors: Mr. Bancha Pattanaporn Mr. Somchai Sawasdeephol Mr. Kobchai Srivilas Mr. Tasanai Sudasna Na Ayudhaya Mr. Manas Leeviraphan M.R. Supadis Diskul General Apinant Boonyaprapak Mr. Suebsak Singhasaenee M.L. Prasobchok Kasemsan Shareholding Structure: From Shareholders' list (Bor.Aor. Jor. 5) As of February 14, 2003 New Bangkok International Airport Co., Ltd (NBIAj) shareholding proportion of 10% Bangkok Aviation Fuelling Services PLC shareholding proportion of 45% Mahasiri Siam Co., Ltd and its related parties shareholding proportion of 45% 5.The Value of the Assets Purchased and Term of Payment The total value of Consideration is Baht 882.25 million with 10% paid up-front after the approval from the Company's Board of Directors and the remaining balance will be paid at the date of shareholding right transfer. 6.Basis Used to Determine the Value of Consideration The Company has appointed financial advisor to conduct financial projection and determine the appropriate range of investment amount at presence using Discount Cash Flow (DCF) method - free cash flow to equity during TARCO's concession period as supporting information for negotiation and conclusion as a consequence. 7.Benefits Expected to Be Received The additional investment is a considerably key business strategy to BAFS. As becoming a major shareholder of TARCO, BAFS will be able to control TARCO's business direction to be the most beneficial to BAFS as attributed by synergy among Depot system (BAFS), Hydrant system (TARCO), and Into-plane system (BAFS). This will strengthen BAFS's core business and establish clear business direction in aviation fuel services at Suvarnabhumi airport that will assure revenue stream to the Company and maximize shareholders' benefit as a result. 8.Sources of Funds From debt financing of not more than 800 million Baht and the remaining from operating cash flow.