TRAFFIC CORNER PLANS
SET demands clarification

The Stock Exchange of Thailand has required Traffic Corner Holdings Plc, the event organiser and entertainment company, to clarify its planned write-down of registered capital, the sale of new shares at possibly below market price, and new businesses.
The required information must be sent to the SET by tomorrow. Traffic Corner will hold a shareholders' meeting on October 26 to approve a pro-rata capital reduction from one existing share to about 0.09 shares, whereby the company's newly registered capital will be cut to Bt30 million. Also on the agenda is that the company will issue 70 million shares at Bt1 each to Police Colonel Ruamnakorn Tubtimthongchai, who is now the company's major shareholder after buying a 16.92-per-cent stake from Suraphong Triamcharnchai. The stock exchange has questioned why the company will earmark 70 million shares to Ruamnakorn, instead of to existing shareholders or the public. What are the principles adopted in setting the selling price of the newly issued shares and the reason in selling the shares at Bt1 each, the SET said in its statement. "Will the newly issued shares that Traffic Corner sells to Ruamnakorn be diluted proportionately with shares held by other existing shareholders or not?" the statement said. "In case that there is no dilution effect on his shares, please clarify the impact of the price dilution on shareholders' shares by comparing theoretical prices or the expected prices after the capital decrease to the selling price to Ruamnakorn at Bt1 per share." Traffic Corner is required to tell the SET whether there is any agreement or conditions prohibiting the sale of shares for a specific period in respect of those it sells to Ruamnakorn, and what the company will do if the Securities and Exchange Commission refuses to grant a tender-offer waiver for Ruamnakorn. The SET requires Traffic Corner to provide the characteristics and related information about the Bus Sound and the Thai Long Stay projects, including their 10 majority shareholders, financial status and past performance, the length of each project, and board of directors. Bus Sound is a radio service for bus operators, while Thai Long Stay is a travel service for foreigners. As part of the company's plan, Ruamnakorn will provide operation of the Bus Sound and Thai Long Stay projects - in which he has had involvement - to Traffic Corner. The company has been asked by the SET whether Bus Sound and Thai Long Stay have links with RNT Television, in which Ruamnakorn is a shareholder. Regarding the sale of the company's subsidiary Dream Media to Suraphong at a price below the book value estimated by Globlex Advisory, the SET has asked the company to clarify the reason for the transaction. The company sold Dream Media at Bt5 million - well below the appraisal price of Bt6.08 million based on the book-value method at the end of June. "Is the sale of Dream Media Co Ltd to Surapong bounded by the former agreement, when Ruamnakorn purchased Traffic Corner shares from Surapong on July 25, 2006? And [if so] why?" the SET said. "According to the financial statement for the six-month period ending June 30, 2006, Traffic has loaned to Dream Media the amount of Bt24 million. Please further clarify when and how the loan is to be repaid after the company is sold to Surapong." Traffic Corner's stock was unchanged yesterday.
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