13th November 2008
Subject : Share Repurchase Program
To : The President
The Stock Exchange of Thailand
Copy to : Secretary-General
The Office of the Securities and Exchange Commission
As the Board of Directors Meeting of Asiasoft Corporation Public Company
Limited No. 6/2008 was held on November 13, 2008 at 14.00 hrs., the Board had
the material resolutions as followings :-
1. Acknowledged the operating results for the third quarter 2008.
2. Approved the Financial Statements for the third quarter 2008.
3. Approved the Share Repurchase Program (Treasury Stock) for financial
management purpose in the amount not exceeding 85 million baht. Details of
the program are in the attached Share Repurchase for Financial Management
Disclosure Form (Form TS-1.2).
Please be informed accordingly.
Yours faithfully,
(Mr. Lertchai Kanpai)
Managing Director
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(Form TS-1.2)
Share Repurchase for Financial Management Disclosure Form
(Under Section 66/1 (2) of the Public Company Limited Act)
Asiasoft Corporation Public Company Limited
November 13, 2008
We, Asiasoft Corporation Public Company Limited, would like to notify
the resolution of the Board of Directors' Meeting, No. 6/2008, held on
November 13, 2008, regarding the approval of the share repurchase program for
financial management purposes, with the details as follows:
1. Share repurchase program
1.1 The maximum amount for the share repurchase is 85 million baht.
1.2 Number of shares to be repurchased 8,500,000 shares (at par value of
1.00 baht each) or equal to 2.83% of the total of paid-up capital.
1.3 Procedure used for the repurchasing of shares
[?] on the Stock Exchange of Thailand
[ ] offer to general shareholders at the price of - baht per share
(the price being the same)
The repurchase period will be started from December 1, 2008 to May 31,
2009.
Remarks: The Company has to disclose the proposed share repurchase not
later than 14 days prior to the date on which the shares will be
repurchased
1.The implementation period shall not exceed 6 months when a
share repurchase scheme is by way of purchasing from the SET.
2.The repurchase period shall not be less than 10 days and shall
not exceed 20 days in the case where the offering is from the
general shareholders.
1.4 The principle used to determine the repurchase price taking into account
the average closing price during the last 30 days prior to the date on
which the company discloses the information of shares repurchase.
The repurchase price must not exceed 115% of the average closing price
of 5 business days prior to each repurchase date
The average closing price of 30 days from October 13, 2008 to November
12, 2008 was at 7.08 baht per share.
2. The information of the company
2.1 The company's retained earnings and excess liquidity is based on the
latest reviewed financial statement as of September 30, 2008.
- The Company's retained earnings were 110.78 million baht.
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- The Company's debts, which shall become due within the 6 months
following from the date on which the shares will be repurchased, was
equal to - million baht.
- Explain the basis for this ability to repay the abovementioned debts
and specify the source of funds for the repayment.
As of September 30, 2008, the Company's current assets are 1,075.85
million baht comparing with current liabilities in the amount of
230.13 million baht. The Company still has enough liquidity to
service debt and treasury stock.
2.2 The number of minority shareholders (free float) as in the share
registration book on the latest closing date, August 29, 2008, equals to
17.84% of the company's paid up capital. In addition, the report of the
company's share distribution is enclosed herewith.
3. Reasons for the proposed share repurchase
3.1 To manage and maximize the benefits of Company's excess liquidity
3.2 To increase return on equity (ROE) and earnings per share (EPS)
4. Potential impacts after the share repurchase.
4.1 Impact on the shareholders
Since the repurchased shares are not eligible to receive dividend,
the dividend per share and return on equity should increase.
4.2 Impact on the company
The Company's liquid assets and net asset value shall be reduced.
If, at the end of the program, the Company repurchases its shares in
the amount up to 85 million baht, its liquid assets and net asset
value will be reduced by the same amount.
5. The description of the resale of shares and of the shares written off.
- Procedure and period for shares resold
[?] on the Stock Exchange of Thailand
[?] by Public Offering
The Company may resell the shares on the Stock Exchange of Thailand or
by Public Offering, depending on the prevailing situation at that time
of shares sold.
- Period for the resale of share is from December 1, 2009 to November
31, 2012
(after 6 months from the completion date of share repurchase and not
later than 3 years from this time)
- Principle used to determine the resale price
The resale price of repurchased shares shall not be less than 85% of
the average closing price of 5 business days prior to each resale date.
6. Shares repurchased in the past
The final date of the latest share repurchase project - none -
(The new share repurchase project will be implemented after 1 year
following the final date of the last share repurchase project)
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The company certifies that the information contained in this report and
attached documents are true and complete in all respects.
(Mr. Lertchai Kanpai)
Managing Director
Note:Listed companies must report any resolutions of the board of directors
regarding proposed projects for share repurchase on the date of the
abovementioned meeting or up until 9.00am on the following day of
business via facsimile and the Exchange's ELCID.
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Distribution of Ordinary Shares Report Form
Asiasoft Corporation Public Company Limited
As of August 29, 2008
Company's Paid-up Capital (only Ordinary Shares) of 300,000,000.00 baht
comprised of 300,000,000 Ordinary Shares at par value of 1.00 baht each.
No.of No.of Shares %of Paid-up
Shareholders Capital (Ordinary Shares only)
1. Strategic Shareholders:
1.1 Directors, Managers, and 9 216,480,000 72.16
Executive Management including
Related Persons and Associated
Persons
1.2 Shareholders holding > 5% 1 30,000,000 10
including related persons
1.3 Other Controlling Persons - - -
2. Repurchased Shares - - -
3. Minor Shareholders 952 53,519,804 17.84
(Non-Strategic Shareholders)
4. Shareholders holding less 22 196 0
than 1 Board Lot
Total 984 300,000,000 100
The Company hereby certifies that the information contained in this report is
true and correct.
(Mr. Lertchai Kanpai)
Managing Director
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