13 December 2005
Re : Investment in Joint Venture
To : President
Stock Exchange of Thailand
On behalf of the Board of Directors of Pico (Thailand) Public Company,
I would like to inform the SET of the resolution of the meeting held on
Friday, 9 December 2005 at 18.00 hours at our premises at 39/4 Moo 9
Sukhumvit 105 (Lasalle 56), Bangna District, Bangkok as follows:
Approval was granted to establish a company to provide trade/merchandise
exhibition services as per the following details:
1) Execution date: No later than 30th April 2006.
2) Name: BEC-TERO Exhibition Company Limited
3) Registered capital: Baht 5 million
4) Shareholding structure:
- BEC-TERO Entertainment Public Company Limited, an event/
entertainment organizer using various media holds 51%
- Pico (Thailand) Public Company Limited, an event organizing
company holds 39%
- Asia Congress Events Company Limited, a trade exhibition
and seminar/meeting organizer holds 10%
5) Sources of capital fund: From surplus working capital.
6) Purpose: To operate a trade/merchandise services and other related
businesses. To operate a trade and related exhibition business capitalizing
on the experience and expertise of the partners to penetrate a niche market.
7) Benefits to the company: Dividend received
8) Transaction type: This is a connected transaction
- Pico Thai is 30% held by Pico Art International Pte. Ltd. which
is turn 100% held by Pico Far East Holdings Limited
- Asia Congress is 40% held by Meeting Planner International Pte. Ltd.
which is in turn 100% held by Pico Far East Holding Limited
9) Value of transaction: Baht 1.95 million or 0.7% of tangible assets
of Pico Thai as evidenced in the consolidated financial statements as of 30th
October, 2005.
The opinion of the Board of Directors and the audit committee is that the said
investment will be mutually beneficial and that the shareholding structure is
appropriate. Additionally, Pico Far East Holdings Limited a Hong Kong listed
company is adequately supervised and well managed.
Mr. Chia Song Heng who is concurrently a director of Pico (Thailand) Public
Company Limited and Asia Congress Events Company Limited did not attend the
meeting and was not privileged to cast a vote in this decision.
Please be informed accordingly.
Sincerely yours,
(Signed) -Signature- Director
(Ms. Nitida Thamasoontra)
Pico (Thailand) Public Company Limited