TCAP.MDO181/2007
July 12, 2007
Subject To inform regarding the selling the investment in subsidiary companies subject to the share-holding re-structuring of the companies of Thanachart Group
To The President The Stock Exchange of Thailand
Reference
(1) The letter no. TCAP.MDO. 079/2550, subject to Information on the Acquisition or Disposal of Assets, dated March 29, 2007
(2) The Letter no. TCAP.MDO. 175/2550 subject to inform regarding the permission for selling the investment in subsidiary companies, dated July 9, 2007
As the Annual General Meeting of Shareholders for the year 2007 of Thanachart Capital Public Company Limited "The Company", held on April 30, 2007, approve to enable the Company to sell the investment of 8 subsidiary companies to Thanachart Bank Public Company Limited "the Bank". It purposed to re-structure the shareholding of Thanachart Group and the Bank of Thailand already had a permission to do. The details of these regards appear in the reference (2), which reported for your acknowledgement on July 9, 2007.
The Company would appreciate to inform that the Company has sold the investment by transferring whole of ordinary shares of the 8 financial and supporting business subsidiary companies, which held by the Company, to the Bank. In this regard, it seems appropriate to inform you relate to this matter as following details:
1. Date of the matter
Thursday, July 12, 20072.Amount of shares, Selling price and Shareholding portion of 8 subsidiaries
| Subsidiary Companies | Shares Value | Par | Selling Price (Each Company) | Shares Portion* |
| Thanachart Securities Public Company Limited | 1,499,999.930 | 1 | 2,027,849,905.37 | 99.99 |
| Thanachart Fund Management Company Limited | 7,499,993 | 10 | 122,203,385.94 | 75.00 |
| Thanachart Life Assurance Company Limited | 49,999,400 | 10 | 935,718,771.24 | 99.99 |
| Thanachart Insurance Company Limited | 38,999,434 | 10 | 495,593,107.44 | 78.00 |
| Thanachart Management and services Company Limited | 599,993 | 10 | 11,263,968.59 | 99.99 |
| Thanachart Legal and Appraisal Company Limited | 999,993 | 10 | 12,816,910.28 | 99.99 |
| Thanachart Group Leasing Company Limited | 35,999,994 | 10 | 411,483,531.42 | 99.99 |
| Thanachart Broker Company Limited | 9,999,000 | 10 | 141,307,867.80 | 99.99 |
| Total | 4,158,237,448.08 | |||
*% of issued and paid up shares
The selling price of such matter is the price of the book value at the end of June, 2007, which has been already approved by the auditors, Ensrt and Young Company Limited, and not exceed than Baht 4,670 million which be approved by the Annual General Meeting of Shareholders for the year 2007, held on April 30, 2007.
3. Value of the matters
The Calculation of this matter is in the line with the regulation of Acquisition and Disposal of Assets 2004 B.E. The net profit from business operation Test is the most valuable matter as following:
| Net asset value test | Net profit from operation test | Value of the consideration given or received | |
| Thanachart Securities Public Company Limited | 9.02 | 14.09 | 0.71 |
| Thanachart Fund Management Company Limited | 0.41 | 2.90 | 0.04 |
| Thanachart Insurance Company Limited | 1.58 | 1.51 | 0.17 |
| Thanachart Life Assurance Company Limited | 3.54 | 6.98 | 0.33 |
| Thanachart Management and services Company Limited | 0.07 | 0.13 | 0.00 |
| Thanachart Legal and Appraisal Company Limited | 0.05 | 0.05 | 0.00 |
| Thanachart Group Leasing Company Limited | 1.71 | 1.14 | 0.14 |
| Thanachart Broker Company Limited | 0.54 | 0.95 | 0.05 |
| Total | 16.92 | 27.75 | 1.44 |
Note : The value of assets which use for the calculation is the financial statement ended December 31, 2006
Thus, the most valuable matter is equaled to 27.75%
For your acknowledgement.
Yours Sincerely,
Thanachart Capital Public Company Limited
Suphadej Poonpipat
(Mr.Suphadej Poonpipat)
President and CEO
The Strategy and Planning Division
Mrs. Natrakrita P. Swetpatchraporn, Tel. 0-2217-8160