News Detail: [TWC] Sale of Non-Core Assets of CompanySymbol: TWC Headline: Sale of Non-Core Assets of Company Time: 22 Apr 2004 08:32:30 21 April 2004 To: The President The Stock Exchange of Thailand In addition to the letter to the Stock of Exchange of Thailand dated 16 April 2004 submitted by Class B Director of Thai Wah Group Planner Co Ltd a Plan Administrator of Thai Wah PCL ("the Company"), we would like to submit additional information regarding the proposed asset disposal as follows: 1. The date on which the proposed transaction will occur On 10 February 2004, the Creditor Committee approved the proposal from the investor to purchase various assets of Thai Wah PCL and its subsidiaries. The Plan Administrator is currently negotiating with the potential investor to conclude the sale, which is expected to be completed by the end of April 2004. 2. The parties involved, their relation with the listed company Buyers: Negotiations are being conducted on a confidential basis. As such, we are not in a position to disclose the buyers at this time. Sellers: Thai Wah PCL and its subsidiaries The buyers are not related to Thai Wah PCL. 3. General characteristic of the proposed transaction The proposed disposal of assets transaction is in accordance with the approved Business Reorganisation Plan of the Company. The proposed transaction is between Thai Wah PCL and its subsidiaries and non-related parties in which the value of assets disposed of is more than 15% but lower than 50% as compared to the total value of the assets of Thai Wah PCL. Total consideration price is Bt3.24 billion, accounting for 48.6% total consolidated assets of the Company and its subsidiaries as of 31 December 2003. 4. Details of proposed assets to be disposed Table below provides a detail of assets to be disposed. Asset Description Asset Holding Vehicle Common Shares Unit 1 Common shares in Laguna Resorts & Hotels PCL ("LRH") (34.8%) 29,447,324 shares Thai Wah PCL 2 Common shares in Tropical Resorts Ltd.("TRL") (19.8%) 10,000,000 shares Thai Wah PCL 3 Common shares in TSD Leasing Co Ltd. (3.33%) 50,000 shares Thai Wah PCL Assets related to Thai Wah Tower I & II 4 17 office units (Thai Wah Tower I) 5,054 sqm Thai Wah PCL 5 Common shares in Thai Wah Plaza Ltd ("TWPL") (87.4%) 10,188,203 shares Thai Wah PCL 6 Common Shares in Thai Wah Tower (2) Co.,Ltd ("TWT2") (17.5%) 36,743 shares Thai Wah PCL 7 Access road to Tower 2 0-0-47 Rais Thai Wah PCL Land 1 Land bank at Huaykwang, Bangkapi 05-03-41 Rais Ratchada Property Development Co Ltd 2 Land bank at Prakanong, Bangna 3-0-85 Rais Bangna Property Development Co Ltd 3 Land, Warehouses and Building at Bangpakong 27-02-58 Rais Thai Wah PCL 4 Land bank at Bangpakong 1, Chacheongsao 0-0-80 Rais Bangpakong Turakit Co Ltd 5 Land bank at Bangpakong 2, Chacheongsao 09-03-48 Rais Bang Thao (6) Co Ltd 6 Land bank at Chiengsaen, Chiang Rai 718-2-90 Rais Chiang Saen Land Co Ltd 7 Land bank at Mae Chan, Chiang Rai 209-2-16 Rais Mae Chan Land Co Ltd 8 Land bank at Muang, Kanchanaburi 88-1-84 Rais Tah Toongna Land Co Ltd 9 Land bank at Pahbong, Mae Hong Son 90-2-13 Rais Mae Hong Son Land Development CoLtd 10 Land bank at Ongkarak, Nakornnayok 544-3-90 Rais Thai Ongkarak Co Ltd 11 Land bank at Bang Len, Nakorn Pathom 115-3-15 Rais Walon (1) Co Ltd 12 Land bank at Pak Kred, Nonthaburi 13-01-33 Rais Thai Wah Realty Ltd 13 Land bank at Phuket 09-02-00 Rais Bang Thao (5) Co Ltd 14 Land bank at Phuket 06-01-69 Rais Phang Nga Resort Co Ltd 15 Land bank at Rayong 125-0-29.7 Rais Thai Wah PCL Others 1 Machineries at Bangpakong Thai Wah PCL 2 Unsecured Convertible Loan to Tropical Resorts Ltd. Thai Wah PCL Table below provides a summary of information of shares to be disposed. Company Business Description Paid-up Capital Major Shareholders % Shareholding (in Millions) LRH Hotel and property development Baht 846.70 1.Banyan Tree Holdings Pte Ltd. 45.9% 2.Thai Wah PCL 34.8% 3.Thai Trust Funds 8.3% TRL Hotel and property development $50.50 1.Kilby Associates Ltd. 30.0% 2.Thai Wah PCL 19.8% 3.TWR-Holdings Ltd. 19.8% TWPL Hotel and property development Baht 1,165.10 1.Thai Wah PCL 87.4% 2.JAIC 9.7% TWT 2 Land holding Baht 21.00 1.Thai Wah Plaza Ltd. 82.5% 5. Total value of proposed consideration, details of the mode of payment Total transaction value is Bt3.24 billion. Payment terms will be finalised when the negotiation between the Plan Administrator and the potential investor have been concluded. 6. Value of proposed assets to be disposed The following table provide the values of each asset item. We note that the market value of land and buildings were appraised by Knight Frank Chartered (Thailand) Ltd. Asset Description Book Value (Btm) Mkt Value (Btm) P/E P/BV 31-12-2003 31-12-2003 CommonShares 1 Common shares in Laguna Resorts & Hotels PCL (34.8%) 2,106.9* 1,450.3 8.33 0.69 3 Common shares in Tropical Resorts Ltd.(19.8%) 148.9 N/A 4 Common shares in TSD Leasing Co Ltd.(3.33%) 0.0 N/A Assets related to Thai Wah Tower I & II 5 17 office units (Thai Wah Tower I) 103.0 103.0 . 6 Common shares in Thai Wah Plaza Ltd (87.4%) (463.9) N/A 7 Common Shares in Thai Wah Tower (2) Co., Ltd (17.5%) 218.0 N/A 8 Access road to Tower 2 16.3** 16.3 Land 1 Land bank at Huaykwang, Bangkapi 152.0 152.0 2 Land bank at Prakanong, Bangna 52.0 52.0 3 Land, Warehouses and Building at Bangpakong 55.1 55.1 4 Land bank at Bangpakong 1, Chacheongsao 128.2 128.2 5 Land bank at Bangpakong 2, Chacheongsao 24.7 24.7 6 Land bank at Chiengsaen, Chiang Rai 28.0 28.0 7 Land bank at Mae Chan, Chiang Rai 16.6 16.6 8 Land bank at Muang, Kanchanaburi 5.8 5.8 9 Land bank at Pahbong, Mae Hong Son 6.0 6.0 10 Land bank at Ongkarak, Nakornnayok 44.0 44.0 11 Land bank at Bang Len, Nakorn Pathom 46.0 46.0 12 Land bank at Pak Kred, Nonthaburi 53.3 53.3 13 Land bank at Phuket N/A N/A 14 Land bank at Phuket N/A N/A 15 Land bank at Rayong 88.4 88.4 Others 1 Machineries at Bangpakong 8.8 8.8 2 Unsecured Convertible Loan to Tropical Resorts Ltd. 40.3 N/A . * Based on Bt71.5 per share according to the audited financial statement of Laguna Resorts & Hotels PCL. ** Estimated proportionately to a full lot value. 7. The basis used to determine the value of consideration In accordance with the approved Business Reorganisation Plan of the Company, Minimum Assets Prices ("MAP") were determined by the Creditors Committee on 26 December 2003 with consideration of market price, book value and appraisal value by an independent party. The aggregate MAP of the assets to be disposed is Bt2.82 billion as compared to the total proposed purchase price of Bt3.24 billion. 8. Amount of net profit after tax and after any specific transaction which is a part of assets purchased or disposed of for 2 fiscal years prior to the transaction. The following table provides a summary of net profit after tax of the companies in which Thai Wah PCL will dispose the shares. (In Millions) 2002 2003 LRH 152.5 500.6 TRL (1) 6.0 n.a TWPL (57.3) 283.5 TWT2 3.2 2.2 (1) in US Dollar 9. Benefit expected to be generated for the listed company The benefit of transaction is that it complies with the Business Reorgnisation Plan of the Company and significantly improve the shareholders' equity position. 10. Source of funds in case of entering into a purchase of assets N/A 11. Proposed utilisation of the proceeds from the sales Repayment of debt in accordance with the approved Business Reorganisation Plan of the Company. 12. Securities issued, in case of payment of the purchase price of the assets N/A 13. Where the transaction is a connected transaction, details of the connection and the statement that "such transaction must be approved at a meeting of shareholders who have no interest in the said transaction N/A 14. State where the approval from the SET or the shareholders meeting shall be obtained The Company is in rehabilitation. This proposed transaction is to be done in accordance with the Business Reorganisation Plan of the Company which has been approved by the Central Bankruptcy Court. As such, the approval from the SET or the shareholders is not required. Yours sincerely, Ian Pascoe Class B Director of Wah Group Planner Co Ltd, as the Plan Administrator of Thai Wah PCL. THAI WAH GROUP PLANNER COMPANY LIMITED 21/63-66 10120