-Translation-
Ngor Nor Por.134/2014
Date 22 December 2014
Subject: Connected Transaction on Providing and/or Receiving Financial Assistance
(Renewal of Contract)
To President
The Stock Exchange of Thailand
Reference: (1) IRPC's SET Notification Letter No. Nor Por.050/2013, Dated 20 December 2013, Subject: Connected Transaction on Providing and/or Receiving Financial Assistance
(2) IRPC's SET Notification Letter No.Ngor Nor Por.081/2014, Dated 20 June 2014, Subject: Connected Transaction on Providing and/or Receiving Financial Assistance (Renewal of Contract)
The Board of Directors Meeting of IRPC Public Company Limited ("Company") No.13/2013 held on 19
November 2013 passed the resolution to grant approval to enter into Inter-Company Borrowing and Lending ("ICBL") contract between IRPC Public Company Limited ("Company") and PTT Public Company Limited ("PTT") so as to optimally manage the Company's short-term liquidity. The previous ICBL contract expired on 19 December 2014.
To maintain optimal short-term liquidity management, the Company and PTT renewed the ICBL contract on 20 December 2014. Note that the renewal of the contract was performed under the management's authority delegated from the Board of Directors according to the aforementioned resolution of the Board of Directors Meeting. This renewed contract is deemed a connected transaction relating to providing and/or obtaining financial assistance. The Company hereby discloses
the details of the transaction as follows:
Transaction Date: Signing Date | 20 December 2014 | |
Related Parties and Relationship | PTT, a major shareholder of the Company with 38.51% of the Company's total shares | |
Connected Transaction Type | Obtaining Financial Assistance | Providing Financial Assistance |
Short-Term Loan Total Amount Not Exceeding Baht 5,000 million | Short-Term Loan Total Amount Not Exceeding Baht 300 million | |
Facility Type | Uncommitted Unsecured Short-Term Loan | |
Currency | THB or USD, upon the mutual agreement between both parties | |
Contract Length and Authority to Renew Contract | 1 Year President or a person appointed by the president is given authority from the Board of Directors to negotiate, renew, and sign contracts related to ICBL. |
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Basis for Calculation of Connected Transaction Value | Interest Paid 1 | Principal and Interest Received 2 |
Basis for Calculation of Connected Transaction Value | Not Exceeding Baht 172 million or 0.24% of Net Tangible Assets | Not Exceeding Baht 312 million or 0.43% of Net Tangible Assets |
Basis for Calculation of Connected Transaction Value | The total connected transaction value does not exceed Baht 484 million or 0.67 % of Net Tangible Assets as of 30 September 2014 | |
Interest Rate | Obtaining Financial Assistance | Providing Financial Assistance |
Interest Rate | Prevailing Money Market Rate, an aggregate of (i) BIBOR (Bangkok Interbank Offered Rate) or LIBOR (London Interbank Offered Rate) for Thai Baht-denominated loan and USD-denominated loan respectively (or mutually agreed appropriate interest rate in the case of market disruption) and (ii) credit spread appropriate for the credit rating of the borrower and the liquidity in the money market. The all-in interest rate must be equal to or lower than the interest rate on comparable loan the Company can raise from financial institutions. | Prevailing Money Market Rate, an aggregate of (i) BIBOR (Bangkok Interbank Offered Rate) or LIBOR (London Interbank Offered Rate) for Thai Baht-denominated loan and USD-denominated loan respectively (or mutually agreed appropriate interest rate in the case of market disruption) and (ii) credit spread appropriate for the credit rating of the borrower and the liquidity in the money market. The all-in interest rate must be equal to or higher than the Company's average cost of debt. |
Please be informed accordingly. Yours sincerely,
-Signature-
(Mr.Sukrit Surabotsopon) President
Finance and Investor relations Department
Tel. 02-6497380
Fax. 02-6497379
1 The calculation of the interest paid is based on the interest rate specified in the contract.
2 The calculation of the interest received is based on either the interest rate specified in the contract or the Company's the average cost of debt, whichever is higher.
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