ข่าวแจ้งตลาดหลักทรัพย์ฯ
Notification of Connected Transaction
13 ธันวาคม 2550
December 12th, 2007
Subject : Notification of Connected Transaction and Employment of Consultant
To: President
The Stock Exchange of Thailand
Ref: Resolution of the meeting of the Board of Directors held on May 24th,2006
In reference to the previous Board of Directors resolution, Haad Thip Public
Company Limited (HTPCL) has entered into an agreement to employ The Beverage
Services Company Limited (BevServ), which is a connected company,to work on
the RTM (Route-to-Market) and DF (Demand Fulfillment) projects, the details
of which are stated in the referred document.
Since the outcome of the RTM (Route-to-Market) project, which had completed
the first phase (Wave 1) already, has been satisfactory from both the
standpoint of reduction in distribution cost and improvement in sales revenue,
BevServ has proposed the second phase (Wave 2) for the RTM (Route-to-Market)
project. The Company's Board of Directors is in agreement that, in order to
realize the maximum benefit from the said project, the Company should engage
BevServ as consultant for the Second phase (Wave 2) of the RTM
(Route-to-Market) project. The details are as follows:
1. Date of the Board of Directors resolution: December 12th, 2007
2. Parties involved and Relationship with Listed Company
2.1 Name of Parties Involved
Employer : Haad Thip Public Company Limited (HTPCL)
Contractor : The Beverage Services Company (BevServ)
2.2 Relationship with Listed Company
- Coca-Cola Sabco (CCS) owned 100% of total shares in Coca-Cola
Indochina (CCI) and Coca-Cola Indochina (CCI) owned 100% of total
shares in The Beverage Services Company (BevServ)
- Coca-Cola Indochina (CCI) is the major shareholder of HTPCL by holding
24% of total shares outstanding.
- Mr. Philipp Hugo Gutsche, Non-Executive Chairman of Coca-Cola Sabco
(CCS) is a member of Board of Directors of HTPCL
3 General characteristics of the transaction:
3.1 The project is a continuation of the first phase (Wave 1) of the RTM
(Route-to-Market) in which the second phase (Wave 2) will include more
territories in order to reduce distribution cost, increase revenue and
improve efficiency within each market territory.
3.2 The basis used to consider the fee: As negotiated.
3.3 Expected date of contract signing: December 15th, 2007.
3.4 Duration of project: 21 weeks.
4. Value of the transaction: US$174,600 (after including the fee for Wave 1
of US$161,500 the combined value (Wave 1 + Wave 2) is equal to US$336,100)
5. Term of payment: 6 installments during 2008
6. Connected person, Mr. Philipp Hugo Gutsche, neither involved in project
consideration nor voted.
7. Resolution of the Board of Directors and Audit Committee: Based on the
cost/benefit analysis and benefits received from Wave 1 of the RTM project,
the Board of Directors and Audit Committee are in agreement that, by
employing BevServ as consultant to the Wave 2 of the RTM project, the
Company would derive the maximum benefit. In addition, the proposed fee is
reasonable compared to the amount of work and expected benefit.
8. Connected transaction and conditions: As the agreement with BevServ has an
aggregate value more than THB 1 million but less than 3% of the net tangible
assets of the Company as stated in the financial statement for Q3/2007,
which has been reviewed by external auditors, it is considered as "connected
transaction" according to the Notification of the Stock Exchange of Thailand
concerning rules, procedures, and disclosure of connected transactions of
listed company. The Audit Committee has reviewed and approved the
reasonableness and fairness of the transaction.
Please be informed accordingly
Yours faithfully,
Sec.Lt.
(Phairoch Rattakul)
President & CEO
Haad Thip Public Company Limited
Office of Managing Director
Tel.0-2391-4488 Ext. 103