-Translation-
Bor Chor Ngor 0057/2010
February 8, 2010
Re : To report the sale of investment
To : President The Stock Exchange of Thailand
We, Quality Houses Public Company Limited ("QH") and Q.H. International Co.,Ltd., a subsidiary, in which QH holds 100% of share ownership ("the Company and its subsidiary"), would like to inform that the Company and its subsidiary have entered into A Memorandum of Agreement to Sell all of Shares in Quality Construction Products Plc.,("Q-CON") with SCG Building Materials Co.,Ltd.,("SCG Building Materials"), owned 100% by Siam Cement Plc., on 6 February 2010, totaling 103,125,000 shares, at a price of Baht 4.0 per share, representing a total of Baht 412,500,000.
The sell and purchase shares shall be completed when all of the following conditions are achieved;
- 51% of Q-CON's issued shares shall be offered to sell to SCG Building Materials by the major shareholders of Q-CON. Those shares must be transferred in the same times.
- The Board of Directors of SCG Building Materials and of the major shareholders of Q-CON shall agree and approve the sale and purchase shares in Q-CON.
- SCG Buildings Materials has entered into Share Purchase Agreement and other related business contract with the major shareholders of Q-CON.
However, the MOU may be terminated if the above conditions are not met within 1 month from the date of the MOU, or there occurs any material changed to Q-CON's share value or its business that may negatively affect the transaction.
When the above mentioned transactions are achieved and the transfer of shares to SCG Building Materiel will proceed with the mandatory tender offer according to the relevant laws and regulations. Further progress of such transaction will be reported to The Stock Exchange of Thailand accordingly.
The aforementioned transaction size is 1.48% of the QH's total assets value (according to the Company's reviewed financial statements as of 30 September 2009), which exempted from the rule of information disclosure concerning the acquisition and disposition of assets of listed companies and is not a connected transaction.
Please be informed accordingly
Yours Faithfully,
Mrs.Suwanna Buddhaprasart
(Mrs.Suwanna Buddhaprasart)
Senior Executive Vice President
Financial and Accounting Department
Tel.0-2667-7000
Fax.0-2677-7011-2
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