26 February 2014
Acquisition of Licenses to Operate Commercial Digital Channels at National Level (Amendment)
Acquisition and disposition of assets
Revision of and deletion of details stated in MCOT Public Company Limited (MCOT
Plc.)'s letter on the Acquisition of Licenses to Operate Two Commercial Digital
Terrestrial Channels at National Level dated February 25, 2014
1.Table describing details of the calculation for transaction , Paragraph 1,
page 4
Current phrase: "Value of Total Assets based on the Company's consolidated
financial statements as of September 30, 2013 of 11,208.38.00 million Baht "
Revised phrase: "Value of Total Assets based on the Company's consolidated
financial statements as of September 30, 2013 of 11,208.38 million Baht "
2. Article 9 on "Opinion of the Board of Directors on the Transaction", page 7
Current sentences: "The Board of Directors was of the opinion that the
acquisition of the licenses to operate HD variety and SD kids and family
channels at national level was beneficial to the Company as described in Article
8. The Resolution of the Board of Directors' Meeting No.4/2014 on February 25,
2014 approved to propose the connected transaction ratification for the
Acquisition of Assets."
Revised sentences: "The Board of Directors was of the opinion that the
acquisition of the licenses to operate HD variety and SD kids and family
channels at national level was beneficial to the Company as described in Article
8. The Board of Directors' Meeting No. 4/2014, on February 25, 2014, has
resolved to propose to the 2014 Annual General Meeting of Shareholders, to be
held on April 25, 2014, to ratify the participation of the Company's in the
auction, the acquisition of the aforementioned transactions and necessary
actions relating to these transactions. "
3. Article 11 on "Term and Condition of the Transaction", page 7
3.1 Revision of first paragraph
Current sentences: "MCOT, as a listed company, is required to prepare a report
disclosing details about the transaction to SET as well as to arrange
Shareholder's meeting for ratification and send invitation letter along with
letter of opinion by financial advisor to all shareholders no less than 14 days
prior to the date of the meeting. The Shareholders shall approve the transaction
by a vote of not less than three quarters of total number of votes of
shareholders or proxies, excluding the votes of shareholders with direct
interest in this asset acquired. In order that, the Board of Directors' Meeting
resolved to propose the connected transaction ratification to the Annual General
Meeting of Shareholder 2014 on February 25, 2014 accordingly."
Revised sentences: "The Company is required to disclose the information
concerning the aforementioned transactions to SET as well as to arrange a
shareholder's meeting to approve the connected transactions with approval votes
of not less than three-fourths (3/4) of the total votes of the shareholders
present at the meeting and entitled to vote excluding the votes of the
interested shareholders. In addition, the Company is required to distribute an
invitation letter along with a letter of opinion of the Company's independent
financial advisor to shareholders not less than 14 days prior to the date of the
meeting. The Board of Directors approved to propose to the 2014 Annual General
Meeting of Shareholders, to be held on April 25, 2014, to ratify entering into
the aforementioned transactions.
3.2 Deletion of "Statement of responsibility of the Board of Directors for any
information contained in the documents distributed to shareholders
- The Board of Directors is solely responsible for the information and
other documents prepared and submitted to shareholders"
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