Report the increase of shareholding in subsidiary

November 6, 2009

Subject : Report the increase of shareholding in subsidiary

To : The President The Stock Exchange of Thailand

Copy to : Secretary-General The Office of the Securities and Exchange Commission

RS Public Company Limited ("the Company") would like to report the increase of shareholding in its subsidiary, Moradok Entertainment Co., Ltd. as following details :-

 

Moradok Entertainment Co., Ltd.
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1. The authorized person and transaction period : Management / within November 2009.

2. The general features of the transaction :

2.1) Type of transaction : Increase of shareholding in subsidiary. Miss Ajchara Limtrakul and Mrs. Kanda Teerapratheep, the shareholders of Moradok Entertainment Co., Ltd.shall transfer their whole shares held in Moradok Entertainment Co., Ltd. representing totally 24% to RS Public Company Limited.

The aforementioned transaction is not considered as the connected transaction as prescribed by the notification of the Capital Market Supervisory Board.

2.2) Transaction size : The aforementioned transaction size is not classified as any transaction class under the Notification of the Capital Market Supervisory Board No. Tor Chor. 20/2551 regarding Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets. Nevertheless, the Company is required to disclose the aforementioned information to the Stock Exchange of Thailand as per the Notification of the Stock Exchange of Thailand regarding Rules, Conditions and Procedures of information disclosure and Practices of Listed Company.

3. The details of assets :

3.1) Securities of Moradok Entertainment Co., Ltd. (ordinary shares)

General information : Moradok Entertainment Co., Ltd.

Type of business : Media Business

Moradok Entertainment Co., Ltd. has current registered and paid-up capital of Baht 2,800,000 (28,000 ordinary shares at the par value of Baht 100).

Board of directors :
1. Mr. Surachai Chetchotisak
2. Mrs. Pornpan Techarungchaikul
3. Miss Ajchara Limtrakul

Current major shareholders :
1. RS Public Company Limited 76%
2. Miss Ajchara Limtrakul 14%
3. Mrs. Kanda Teerapratheep 10%

Proportion of shareholding by RS Public Company Limited :
Before acquisition : 76%
After acquisition : 100%

4. Total value of the consideration

4.1) Total value of the consideration : Baht 691,353.60

4.2) Type of payment and condition : Cheque / Cashier cheque

5. The value of the acquired assets : Baht 691,324.60 (Book value as of October 2009)

6. The basis used to determine the value of the consideration : Book value

7. Source of fund : Working capital.

8. The benefits of the transaction to RS Public Company Limited : To increase the flexibility in term of management.

 

Please be informed accordingly.

 

Yours faithfully,

 

(Mr. Darm Nana)
Director and Chief Financial Officer

 

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