SET Announcements
Disclosure of connected transactions
MD.126/2010
August 11, 2010
Re:Connected Transactions regarding the service of aviation fuel pipeline
receiving facilities and lease for the diesel pipeline receiving facilities
To:President
The Stock Exchange of Thailand
Bangkok Aviation Fuel Services Public Company Limited (BAFS) would
like to inform that the Board of Directors Meeting No. 3/2010 on August 11,
2010 approved the connected transactions regarding the service of aviation
fuel pipeline receiving facilities and lease for the diesel pipeline receiving
facilities between BAFS and Fuel Pipeline Transportation Limited (FPT), which
can be summarized as follows:
(1) Connected Transaction regarding the service of aviation fuel pipeline
receiving facilities
1. Date/Month/Year that transaction will occur: From September 1, 2010
2. Relevant Parties:
Service Provider: Bangkok Aviation Fuel Services Public Company
Limited (BAFS)
Customer: Fuel Pipeline Transportation Limited (FPT)
The relationship of service provider and customer: Ministry of
Finance is indirect major shareholder of BAFS and FPT.
3. General explanation regarding the nature of transaction
BAFS services the aviation fuel pipeline receiving facilities to FPT
at Don Mueang service station
Term of agreement: 3 years on the condition that each renewal term
will be 3 years.
4. Total value of transaction
4.1 Total value
4.1.1 Pricing Criteria
BAFS shall charge 21.5 % of FPT's revenue from JET A-1
transporting (before discount and tax).
4.1.2 Total value of transaction
Total value of transaction for 3 years is Baht 6.2
million.
4.2 Term of Payment: Monthly installment
5. Size and amount of transaction
This transaction is connected transaction regarding supporting normal
business transaction, without general trading conditions. The total value is
Baht 6.2 million or 0.25% of net tangible assets (calculated from the
financial statement as of June 30, 2010).
6. Characteristics and scope of interests of connected persons when agreeing
to enter into such connected transaction
Ministry of Finance is indirect major shareholder of BAFS and FPT.
BAFS as a service provider will receive benefit directly from this transaction
in form of 3 years service fee of Baht 6.2 million.
7. The opinion of the Board of Directors and the Audit Committee
The Audit Committee Meeting No. 4/2010 on August 6, 2010 and the
Board of Directors Meeting No. 3/2010 on August 11, 2010, which directors who
have interests not attend the meeting and have no right to vote in the
meeting, have the opinion that this transaction is reasonable and benefits to
BAFS's operation since BAFS changes the operation process of the aviation fuel
pipeline receiving facilities. It benefits BAFS to easier manage the aviation
fuel transporting plan. BAFS services FPT by FPT transports aviation fuel of
oil companies via BAFS's pipeline receiving facilities and then BAFS delivers
the aviation fuel from the storage tank to refuel aircraft at Don Mueang
Airport. Therefore, BAFS has to change the characteristics of transaction to
be the service of aviation fuel pipeline receiving facilities to replace the
lease for the aviation fuel pipeline receiving facilities.
(2) Connected Transaction regarding lease for the diesel pipeline receiving
facilities
1. Date/Month/Year that transaction will occur: From September 1, 2010
2. Relevant Parties:
Lessor: Bangkok Aviation Fuel Services Public Company Limited (BAFS)
Lessee: Fuel Pipeline Transportation Limited (FPT)
The relationship of lessor and lessee: Ministry of Finance is
indirect major shareholder of BAFS and FPT.
3. General explanation regarding the nature of transaction
BAFS leases out the diesel pipeline receiving facilities to FPT at
Don Mueang service station.
Term of agreement: 3 years on the condition that each renewal term
will be 1 years.
4. Total value of transaction
4.1 Total value
4.1.1 Pricing Criteria
BAFS charges monthly rental fee based on total volumes
which are stored in as the agreed rate. And the rate is figured out from the
project cost.
4.1.2 Total value of transaction
Total maximum value of transaction that may occur for
3 years is Baht 25.7 million.
4.2 Term of Payment: Monthly installment
5. Size and amount of transaction
The above transaction is connected transaction regarding supporting
normal business transaction, without general trading conditions. The maximum
total value that may occur is Baht 25.7 million or 1.02% of net tangible
assets (calculated from the financial statement as of June 30, 2010).
6. Characteristics and scope of interests of connected persons when agreeing
to enter into such
connected transaction
Ministry of Finance is indirect major shareholder of BAFS and FPT.
BAFS as a lessor will receive benefit directly from this transaction in form
of 3 years rental charge maximum of Baht 25.7 million.
7. The opinion of the Board of Directors and the Audit Committee
The Audit Committee Meeting No. 4/2010 on August 6, 2010 and the
Board of Directors Meeting No. 3/2010 on August 11, 2010, which directors who
have interests not attend the meeting and have no right to vote in the
meeting, have the opinion that this transaction is reasonable and has highest
benefit to BAFS. since FPT is the only one who can transports diesel via
pipeline system to BAFS's pipeline receiving facilities . In addition, FPT has
the existing customers, oil companies, which transported fuel through this
pipeline. Therefore, it can save operation cost and also generate the revenue
together by utilized FPT's customers. Furthermore, it is the highest
beneficial for the asset utilization.
Please be informed accordingly.
Yours sincerely,
(M.R. Supadis Diskul)
Managing Director
Legal and Securities Division
Tel 0-2834-8913
Fax 0-2834-8920