Application Form for Requesting (Fom 247-7)
Enclosure of Extraordinary General Meeting of Shareholders No.1/2008
January 7, 2008
Enclosure 4 Form 247-7
(Sor.Jor.36/2546)
Application Form for Requesting a Resolution of the Meeting of the
Shareholders to Approve The Acquisition of New Securities without
Making a Tender Offer for all of the Securities of the Company*
7 December 2007
To: Shareholders of Traffic Corner Holdings Public Company Limited
We, 1) Major Cineplex Group Public Company Limited ('MAJOR'), whose registered office is at 1839 Phaholyotin Road, Ladyao, Jatuchak, Bangkok, telephone number 02 511 5427-36 and 2) Mr. Suchin Satitpattanapan, residing at 395 Pichai Road, Nakornchaisri, Dusit, Bangkok (collectively called the 'Applicants'),the shareholders of M Pictures Co., Ltd. who are a person in the same group required to comply with Section 246 of the Securities and Exchange Act B.E. 2535 (1992) (the 'SEC Act') regarding the reporting on the acquisition and disposal of securities of Section 247 of the SEC Act regarding take-over, wish to request for a resolution of the Meeting of the Shareholders approving our acquisition of new securities of Traffic Corner Holdings Public Company Limited (the 'Company') without having to make a tender offer for all of the securities of the Company,with the following details:
1. Number of securities for which the resolution of the Meeting of the Shareholders is to be requested
| Type | Series | Number of Shares/ Reserved Shares1 for which the Resolution to be requested | Percentage of Shares/Reserved Shares for which the Resolution is to be requested compared to | Price per Unit of the Securities for which the Resolution requested | Value of the Securities for which the Resolution is to be requested | |
| Number of total shaes issued by the Company2 | Total Voting Rights in the Company3 | |||||
| Ordinary shares | - | Not more than 184,000,000 shares | Not more than 59% | Not more than 59% | Baht1.84 | Not more than Baht 338,560,000 |
| Total | Not more than 59% | Not more than 59% | Not more than Baht 338,560,000 | |||
* This application form can be downloaded from http://www.sec.or.th/corpfin/form/takeover/2477.doc
1 Number of reserved shares = Number of units multiplied by the number of ordinary shares obtained from purchasing or exercising a unit of warrant.
2 The total number of issued shares of the Company = Number of issued shares of the Company after this capital increase + the number of shares reserved for warrant exercise that the Resolution will apply.
3 The total voting right of the Company = the total voting rights of the Company after this capital increase + the voting rights of those shares reserved for warrant exercise that the Resolution will apply.
Notes
The number of shares stated above is the maximum amount which the Company can allot to the Applicants.The number of shares and percentage of hareholding may vary, depending on the number of ordinary shares allotted by the Company after the rights issues which must be not less than 51 percent but not more 59 percent of the total issued shares. 80 percent of the allotted shares will be allotted to MAJOR and the remaining 20 percent will be allotted to Mr. Suchin Satitpattanapan. Therefore, after the allotment, MAJOR will approximately hold the shares between 40.8 and 47.2 percent and Mr. Suchin Satitpattanapan will approximately hold between 10.2 and 11.8 percent.2. Current shareholding of the Applicants
(as at the date on which this Application is filed to the SEC Office)
| Name | Type of Shares | Number of Shares Held | Percentage compared to Total Issued Shares of the Company4 | Percentage compared to Total Voting Rights of the Company4 |
| I. The Applicants | - | - | - | - |
| II.Person(s) in the same group of the Applicants | - | - | - | - |
| III.Person(s) under section 258 of the SEC Act, of the person in I. and II. | - | - | - | - |
| Total | - | - | - | - |
4 The total issued shares of the Company = number of ordinary shares + preferred shares
5 The total voting rights of the Company = The total voting rights of all issued shares of the Company
3. Expected number of securities and expected maximum voting rights after completion of the acquisition in 1
| Name of Person/ Juristic Person | Type of Securities | Number of Shares/ Reserved Shares Held Before Applying for the Resolution6 | Number of Shares/ Reserved Shares for Which the Resolution is to be requested7 | Securities to Be Held After the Acquisition of the Securities As Stated in 1 | |
| Number of Shares/ Reserved Share8 | Percentage of Shares/ Reserved Shares Compared to the Voting Rights of the Company9 | ||||
| I.Applicants | Ordinary shares | - | Not more than 184,000,000 shares | Not more than 184,000,000 shares | Not more than 59% |
| II.Person(s) Ordinary in the shares same group as the Applicants | - | - | - | - | - |
| III.Persons Ordinary under shares Section 258 (Securities Act of Thailand) of the persons under I. and II. | - | - | - | - | - |
| Total | Not more than 184,000,000 shares | Not more than 184,000,000 shares | Not more than 59% | ||
Note
The number of shares stated above is the maximum amount which the Company can allot to the Applicants.The number of shares and percentage of shareholding may vary, depending on the number of ordinary shares allotted by the Company after the rights issues which must be not less than 51 percent but not more 59 percent of the total issued shares. 80 percent of the allotted shares will be allotted to MAJOR and the remaining 20
6 Shares to be issued upon exercise of purchase/conversion rights held before the resolution means the number of issued shares to be acquired from the exercise of the purchase/conversion rights pursuant to other whitewash waiver granted prior to this Application Form (if any).
7 See reference 1
8 See reference 1
9 Total voting rights of the Company = Total voting rights of the Company after this capital increase + total voting rights of reserved shares for warrant exercised after the share acquisition as specified in I to III percent will be allotted to Mr. Suchin Satitpattanapan. Therefore, after the allotment, MAJOR will approximately hold the shares between 40.8 and 47.2 percent and Mr. Suchin Satitpattanapan will approximately hold between 10.2 and 11.8 percent.
4. The Applicants, or the person under Section 258 (Securities Act of Thailand) of the Applicants, or of any person in the same group as the Applicants, neither hold convertible securities nor have other agreements to acquire additional shares or convertible securities.
5. Information about the Applicants
Major Cineplex Group Public Company Limited
(1) Nature of the business operation in brief
Major Cineplex Group Public Company Limited (MAJOR) operates movie theater chain under the name of 'Major Cineplex'. The businesses of MAJOR also cover theatres, bowling and karaoke.MAJOR also provides advertising services, operates retail space for rent, shopping complex and concession stand, distributes movies and operates fitness center.
(2) Registered and paid-up capital
As at 31 October 2007, MAJOR had its registered and paid-up capital of Baht 906 million and Baht 879.93 million, respectively.(3) List of the top ten shareholders1011 of the Applicants based on the information as of October 31,2007 are as follows:
| Name of Shareholders | Number of Shares Held | Percentage Number of total Issued Shares of Applicants12 | Percentage Compared to All Voting Rights of Applicants13 |
| POOLVARALUCK AND ONGVASITH GROUP14 | 375,445,722 | 42.67 | 42.67 |
| HSBC (SINGAPORE) NOMINEES PTE LTD | 101,050,100 | 11.48 | 11.48 |
| SOMERS (U.K.) LIMITED | 50,606,600 | 5.75 | 5.75 |
| GOLDMAN SACHS INTERNATIONAL | 28,652,000 | 3.26 | 3.26 |
| LITTLEDOWN NOMINEES LIMITED 9 | 22,938,300 | 2.61 | 2.61 |
| STATE STREET BANK AND TRUST COMPANY FOR AUSTRALIA, | 22,632,900 | 2.57 | 2.57 |
| MORGAN STANLEY & CO. INTERNATIONAL PLC | 18,790,200 | 2.14 | 2.14 |
| STATE STREET BANK AND TRUST COMPANY | 18,603,922 | 2.11 | 2.11 |
| GOVERNMENT OF SINGAPORE INVESTMENT CORPORATION C | 16,968,834 | 1.93 | 1.93 |
| THAI NVDR CO.,LTD. | 15,564,421 | 1.77 | 1.77 |
10 The persons under Section 258 and the shareholders who are under the same control must be counted as the same group.
11 If any shareholder whose name is on the above list has the substantial power by circumstances to direct the policy making, management and operation over the Applicants (e.g. the power to send its representative to act as authorized director of the Applicants) and holds the stake for the benefit of any person (ultimate shareholder) (e.g. such shareholder is a holding company or nominee account), please specify the identity of the ultimate shareholder, including the nature of its business.
12 Total issued shares of the Applicants = The aggregate amount of its ordinary shares and preferred shares, less the shares bought back and non-allocated as at the end of the month immediately preceding the filing date of this application.
13 The total voting rights of the Applicants = The total voting rights attached to the total issued shares of the Applicants
14 The Poolvaraluck and Ongvasith Group comprises of Mr. Vicha Poolvaraluck holding 327,587,200 shares representing 37.23 percent, Mrs. Paradee Poolvaraluck holding 27,470,436 shares representing 3.12 percent, Mr. Verawat Ongvasith holding 7,889,200 shares representing 0.90 percent, Verawat Incorporation Co., Ltd. holding 6,400,000 shares representing 0.73 percent and Mr. Charoen Poolvaraluck holding 6,098,886 shares representing 0.69 percent.
(4) List of the Applicants' Board of Directors as of November 15, 2007
| Name | Position |
| Mr. Somchainuk Engtrakul | Chairman of the Board |
| Mr. Vicha Poolvaraluck | Director and Chief Executive Officer |
| Mr. Verawat Ongvasith | Director and Executive Director |
| Mrs. Paradee Poolvaraluck | Director and Executive Director |
| Mr. Panithan Sethabutra | Director and Chief Operation Officer |
| Mr. Tanakorn Puliwekin | Director and Chief Films Programming and Business Relations |
| Mr. Attasith Damrongrat | Director |
| Mr. Wichai Poolvaraluck | Director |
| Mr. Chai Jroongtanapibarn | Independent Director and Chairman of Audit Committee |
| Mr. Wallop Tangtrongjitr | Independent Director and Member of Audit Committee |
| Mr. Naruenart Ratanakanok | Independent Director and Member of Audit Committee |
Mr. Suchin Satitpattanapan
| Address | 395 Pichai Road, Nakornchaisri, Dusit, Bangkok |
| Profile | 1982 - present Director Chemasia Limited, basic chemical products 1993 - present Director 3V (Thailand) Limited, basic chemical products |
| Education | Bachelor of Engineering, Chulalongkorn University |
| Other Information | Mr.Suchin Satitpattanapan is a director and shareholder of Chemasia Limited and 3V (Thailand) Limited which are his family businesses. Those companies are engaged in chemical products. |
6. Relationship between the Applicants and the Company, executive(s), controlling person(s) or major shareholder(s) of the Company, whether by way of shareholding, contract or other agreement that has been entered into or will be entered into (such as management, etc.) or any material agreement with each of them. In the case where the Applicants are related persons of the Company, please specify the nature of the relationship as a related person of the Company, such as being an executive or major shareholder of the Company.
6.1 Relationship between the Applicants and the Company in terms of shareholding
-None-6.2 Relationship between the Applicants and executive(s), controlling person(s), or major shareholder(s) of the Company in terms of shareholding
-None-6.3 Material agreement
Memorandum of Understandinga. Parties
1) Major Cineplex Group Public Company Limited;
2) Mr. Suchin Satitpattanapan; and
3) The Company
b. Date of Agreement
30 October 2007c. Summary of Material Terms of Agreement
1) The Company agrees to acquire 999,993 shares in M Pictures Co., Ltd. (MP), representing 99.99% of total issued shares in MP, from the Applicants at the price of Baht 320 per share,totaling Baht 319,997,760.
2) The Company can make a payment for such shares by either of the following methods:
2.1) Full amount in cash OR
2.2) The newly issued ordinary shares of the Company at Baht 1.84 per share and/or cash.However, the Applicants have the right to refuse the payment by new shares, if the shareholding of the Applicants after entering the transaction is less than 51% of the total issued shares of the Company.
3) The Company's acquisition is expected to complete in March 2008, subject to the following conditions precedent:
The Company's Extraordinary General Meeting of Shareholders (EGM) passes a resolution approving the allotment of new ordinary shares to the existing shareholders by the way of a rights issue. Any unsubscribed shares left from the rights issue must be offered to the Applicants under the condition that the Applicants may subscribe for those shares by MP shares and/or cash.
The EGM passes a resolution approving the Applicants to acquire new shares without having to make a tender offer, given the Applicants buy the shares, which are left from the rights issue.
The Applicants receive the approval from SEC to acquire new shares without having to make a tender offer.
The Company shall increase its capital by issuing new ordinary shares by January 2008.
7. List of the persons under Section 258 (Securities Act of Thailand) of the Applicants, who are shareholders of the Company as at the determination date of the shareholders who are entitled to attend the Meeting, to be held on 19 December 2007
-None-8. List of the Board of Directors as per the latest register of directors of the Company, as at the date hereof and the expected Board of Directors after the acquisition of the new securities in 1.
8.1 List of Board of Directors before filing of this whitewash application
| Name | Position |
| Mr. Tirachai Vuttihum | Chairman of the Board |
| Mr. Worathep Wongvitavas | Chairman of the Executive Committee (Acting) |
| Dr. Sorajak Kasemsuvan | Vice Chairman of the Board |
| Mr. Saroj Chavanaviraj | Director |
| Mr. Worathep Wongvitavas | Director |
| Mr. Suwit Wannasirisook | Director |
| Mr. Wijit Techkasem Independent | Director and Chairman of the Audit Committee |
| Mr. Wirapol Duangsungnoen | Independent Director and Member of Audit Committee |
| Mr. Pheerasak Srirungsukjinda | Independent Director and Member of Audit Committee |
8.2 List of Board of Directors after the acquisition in 1
Based on the Memorandum of Understanding set out in 6.3, if the Applicants acquire the securities as set out in 1, the Applicants will have the right to nominate their representatives to act as directors,executive directors, nomination committee members and remuneration committee members according to the proportion of their shareholding after the acquisition. As at date of this Application Form, the number of resigning directors and new directors has not yet been finalized. To appoint new directors to succeed the resigning directors, the Applicants will have the right to nominate 4-5 directors from the total number of 8 directors whose number also includes independent directors. In the event that additional directors will be appointed, the Applicants will have the right to nominate their representatives to act as additional directors in proportion to their shareholding. The right of the Applicants to nominate the directors may make the total number of the Company's directors different from the existing number. The right of the Applicants to nominate the directors in proportion to their shareholding will be based on the shareholding ratio between 51 - 59 percent of the total issued shares after the capital increase. The Applicants will proceed in accordance with the Company' Articles of Association and applicable laws in respect of the same.9. Operation plan after acquisition of the securities in 1
9.1 Policy and business administration plan
After the acquisition of securities in1, the Applicants have the following policy and plan for the next 12 months:(a) Business Plan
The Company's existing business plan remains unchanged. The acquisition of 100 percent of MP's shares will make the income from MP be the main income of the Company based on the consolidated financial statement. Such income comprises of income from sale of movies'copyright through various channels, i.e., movie theaters, CVDs and DVDs or sale through cable TV and free TV including other income from marketing activities. In addition, the future business plan will focus on value added policy which will be accomplished by combining various strengths as set out below.
- MP's proficient procurement of international and domestic films and a broad network and strong connection with film producers/Thai performers : MP aims to produce films no more than 5 titles per year.
- MAJOR's supports: MP's films of both produced by itself or procured from other producers will be supported by MAJOR's via exhibiting through MAJOR's theaters which will be the main revenue source of films at present.
- Experienced mass media management as well as stable network and superior relationship with media and entrepreneurs related media : the Company will focus on Content management of both Football matches and other MP's films rights. These will provide utmost benefits to the Company, considering marketing aspect for the purpose of value of right incremental or sponsoring procurement aspect for the purpose of Company risk reduction of own produced films.
(b) Organization structure and key personnel
The Applicants will consider the nomination of their representatives to act as directors, executive directors, nomination committee members and remuneration committee members according to the proportion of their shareholding after the acquisition. As at date of this Application Form, the number of resigning directors and new directors has not been finalized. To appoint new directors to succeed the resigning directors, the Applicants will have the right to nominate 4-5 directors from the total number of 8 directors whose number also includes independent directors. In the event that additional directors will be appointed, the Applicants will have the right to nominate their representatives to act as additional directors in proportion to their shareholding. The right of the Applicants to nominate the directors may make the total number of the Company's directors different from the existing number. The right of the Applicants to nominate the directors in proportion to their shareholding will be based on the shareholding ratio between 51 - 59 percent of the total issued shares after the capital increase. The Applicants will proceed in accordance with the Company' Articles of Association and applicable laws in respect of the same.(c) Plan for disposition of material assets of the Company or its subsidiaries
-None-(d) Financial restructuring plan
The Applicants have no plan to do the financial restructuring on the Company. This is because the proceeds from the rights issue, working capital and cash flow operating activities of MP should be sufficient to support MP to accomplish the MP's future investment plan. Therefore, the Company is not required to do a financial restructuring.(e) Dividend policy
The Applicants may consider to change the dividend policy from 'approximate 50% of net profit after tax unless the Company has the plan to invest in other projects' to 'approximately 40% of net profit after tax, if there is no other necessary reason', so that the policy shall conform to the MAJOR's dividend policy.(f) The effect to the Company's shareholders
The shares to be subscribed by the Applicants will be ordinary shares remaining from the rights issue. Such capital increase will cause the decrease in the shareholding percentage in the Company in proportion to the shareholding percentage of the Applicants (Control Dilution). That will then affect earning per share and voting rights of the current shareholders of the Company.However, in 2008, the Company will earn more income from the holding of MP's ordinary shares.The increase in the net profit of the Company as a result of the holding of MP's ordinary shares may compensate the decrease in the shareholding percentage in the Company by having more profit for distribution. If MP has a net profit and the increase of the net profit of the Company is increased as a result of the acquisition of MP's shares, the net profit per share may not be decreased between 51 and 59 percent as compared to the Control Dilution.9.2 Related transactions
In 2006, MP received income from MAJOR amounting to Baht 59 million sharing from ticket sales by MAJOR. Such income sharing is in the ordinary course of MAJOR's business and at the normal price.After acquisition of the securities in 1 and the acquisition of MP's shares, those related transactions are expected to continue with a high potential to increase in the future since the income sharing from the showing of MP's films and films produced by MP is expected to grow by having MAJOR to be MP's main channel for generating income. The price will be determined at the market price. In addition,there may be other connected transactions with the Applicants or their connected persons ('related transactions'). The Applicants have a policy for future related transactions as follows:
(a) The necessity and reasonableness of the transactions
Both of the Audit Committee and the Board of Directors will jointly look after the related transactions by taking into account the necessity and the reasonableness of the price to be collected from each other. Type and value of the transactions between the Company and persons who have joint benefit or conflict of interest as defined in the Notification and Regulations of the SEC and the SET shall be disclosed.(b) Procedure/Approval process of related transactions
The Company will comply with the regulations of the SEC and the SET including accounting standard with respect to the disclosure of information on related persons and companies. The Company shall arrange to have the Audit Committee opinion on the reasonableness of the related transactions. In case that the Audit Committee has no expertise in examining any of the related transactions, the Company will engage the experts, who are independent from the Company or the persons who may have conflict of interest, to opinion on it. The opinion of the Audit Committee and/or the expert will be taken into account by the Board of Directors and Shareholders' when making decisions, in order to ensure that the related transactions are not undertaken for a purpose of transferring interest between the Company and the person who may have conflict of interest.Instead, those related transactions shall be undertaken for the best interest of all shareholders especially minority shareholders.In case that those directors or representatives have conflict of interest, they will have no authority to approve such transaction. The Board of Directors and the Audit Committee, as the case may be,will have the power to approve it. Under such circumstance, the said persons will not be entitled to attend and vote in the relevant meetings.
10. With this application submitted by the Applicants to the Office of the SEC, the Office of the SEC will grant a waiver exempting us from making a mandatory tender offer in accordance with the following conditions:
10.1 The shareholders' meeting of the Company adopts a resolution approving the Company to issue the new securities to us in accordance with the following conditions:
(1) If the number of securities to be acquired by us according to 1 of this application does not result in us being shareholders who have voting rights reaching or crossing 50% of the total voting rights in the Company, and the resolution shall be passed by the votes of not less than three-quarters of the total votes of the shareholders who are present at the meeting and eligible to vote; or
(2) If the number of securities to be acquired by us according to 1 of this application results in us being shareholders who have voting rights reaching or crossing 50% of the total voting rights in the Company, the resolution shall be passed by not less than least three-quarters of the total votes of the shareholders present at the meeting and eligible to vote with no objection from shareholders amounting to 5% in aggregate of the total votes of the shareholders who are present at the meeting and that the securities to be acquired must be the securities remaining from the right issues.
If we are shareholders of the Company, we shall not be eligible to vote in the said agenda.
10.2 All shareholders of the Company shall have received adequate information for their decision making. A convening notice for that meeting shall at least contain the particulars required by the relevant notification of the Office of the SEC;
10.3 Neither the persons under Section 258 of the SEC Act nor us have acquired securities in the Company from the date on which the Board of Directors of the Company resolves to issue the new securities to us until the date on which the shareholders' meeting of the Company passes the resolution;
10.4 If the share price to be acquired by us according to 1. of this application is considered as an offering for sales of new shares at a price lower than the market price in accordance with the SEC notification regarding the application and permission for offering of new shares, we shall ensure that the shareholders' meeting of the Company, the convening notice for that meeting and the resolution passed by that meeting shall comply with the rules and procedures prescribed by the above SEC notification;
10.5 If we are a connect person of the Company, no votes of the person(s) under Section 258 of the SEC Act will be counted in the agenda to approve the matter in 10.1. By this application, we have disclosed the information required by sub-clause 4(1) of the Notification of the Office of the SEC NO. Sor Jor.36/2546 in this Application Form.
We hereby certify that all information and statements in this application are true and accurate. This application contains no information that may be misleading nor conceal any material information that should have been disclosed.
(Corporate Seal affixed)
| signed (Mr. Chattaphum Kantiviriya) Authorised Person | signed (Mr. Suchin Satitpattanapan) |
| Major Cineplex Group Public Company Limited The Applicant | |