November 11, 2008
Subject : Correction of Share Repurchase Disclosure Form Ts-1.2
Attention : The President
The Stock Exchange of Thailand
Please refer to the Company’s Letter MGC/106/2008 informing of Board’s resolution no
6/2008 held on November 10, 2008 approving the Stock Repurchase Scheme II for financial
management purpose, please be informed that some figures in the form TS-1.2 were incorrectly
reported, the correct figures should be as follows:
- The company’s retained earning is 791.4 mil. baht
- Current Ratio is 2.24 times
- Debt Equity Ratio is 0.29 times
- Net cash flows Baht is 302.3 mil.
- The average closing price of 30 trading days is 30.05 baht
- The number of minor shareholders (Free float) is 28.04 %
The Company has herewith attached the corrected form TS-1.2 as mentioned above
Please be informed accordingly
For Modernform Group Public Company Limited
Chief Executive Director
Share Repurchase Disclosure Form
In the case where repurchasing the company’s own shares is for financial management purposes.
(Under Section 66/1 (2) of the Public Company Limited Act)
Modernform Group Public Company Limited
November 10, 2008
We, Modernform Group Public Company Limited, hereby notify the resolution of the board of
directors, no 6/2008, held on November 10, 2008, regarding the approval on the proposed share
repurchase for financial management purposes, with details as follow:
1. The share repurchase project
1.1 The maximum amount for the share repurchase is 200 million baht.
1.2 Number of shares repurchased 8,323,537 shares (at par value 10 baht per share) or equal
to 10 % of the total paid-up capital.
1.3 Procedure used for the repurchasing of shares
../.. on the Stock Exchange of Thailand
….. offer to general shareholders at the price of…….. baht per share ( the price being the same)
The repurchase period starts from November 25, 2008 to May 24, 2009
Remarks : The company has to disclose the proposed share repurchase not later than 14
days prior to the date on which the shares will be repurchased
1. The repurchase period shall not exceed 6 months in case of purchasing on
2. The repurchase period shall not be less than 10 days and shall not exceed
20 days in the case where the offering is made to the general shareholders.
1.4 The principle used to determine the repurchase price is taking into account the average
market price during the last 30 days prior to the date on which the company discloses the information
of shares repurchase.
The repurchase price must not exceed 115% of the weighted average closing price over the
latest 5 trading days. The average closing price of 30 trading days from September 26, 2008 to
November 7, 2008 was at 30.05 Baht per share.
2. The information of the company
2.1 The company’s retained earning and excess liquidity is based on the Reviewed / Audited
Financial Statement as of September 30, 2008
- The company’s retained earning is 791.4 mil. Baht
- The company’s debts, which shall become due within 6 months from the date on which
the shares will be repurchased, is equal to 400 mil. Baht.
- Explain the basis for this ability to repay the abovementioned debts and specify the
source of funds for the repayment
The Company’s financial position as of September 30, 2008 has high financial
liquidity. It has a Current Ratio equal to 2.24 times, and has a low Debt Equity Ratio of
0.29 times. As for performance, the Company was able to make a net profit of Baht
301.8 mil. for 9 months ending September 30, 2008.
The Company had net cash flows as of September 30, 2008 Baht 302.3 mil. The
Company does not have any loan to be paid up and sees an increasing case balance.
The Company should have sufficient liquidity to service its debt which shall become
due within the next 6 months from the beginning of repurchase period.
2.2 The number of minor shareholders (Free float) as in the share registration book finalized on
October 15, 2008 equal to 57,351,662 shares or 28.04 % of the company’s paid up capital.
In addition, the company encloses herewith the report of the company’s share distribution.
3. Reasons for the proposed share repurchase
The reflect the realistic value of the Company’s stocks because the present market price is lower
than it should be. Another reason is to increase the stock liquidity and also for financial
management purpose. Due to Company’s high liquidity position, the Company has sufficient fund
to invest in its own shares which should give better returns than other investments and should not
effect Company’s ability to pay debts and future investments.
4. Likely impacts after the share repurchase.
4.1 Impact on the shareholders
Shareholders may receive higher dividend because of repurchased shares are not eligible to
receive dividend and return on equity should increase.
4.2 Impact on the company
The Company’s liquid assets and net asset value shall be reduced. If, at the end of the
program, the Company repurchase its shares in the amount 200 million baht, its liquid
assets and net asset value will be reduced by the same amount
5. The description of the resale of shares and of the shares written off.
- Procedure for shares resale
./. on the Stock Exchange of Thailand
…. by Offering to general public
- Period for the resale of share is from November 25, 2009 to May 24, 2012 (after 6 months from
the completion date of share repurchase and not later than 3 years from this time)
- Principle used to determine the resale price : must not be lower than 85% of the weighted
average closing price over the lastest 5 trading days.
6. Shares repurchased in the past
The final date of the latest share repurchase project May 28, 2005.
(The new share repurchase project can be implemented only after 1 year following the final date
of the last share repurchase project)
The company certifies that the information contained in this report and attached documents
are true and complete in all respects.
Chief Executive Director
Note : Listed companies must report any resolutions of the board of directors regarding proposed projects for share
repurchase on the date of the abovementioned meeting or up until 9.00am on the following day of business via
facsimile and the Exchange’s ELCID.
The Distribution of Ordinary Shares Report Form
Modernform Group Public Company limited
As of October 15, 2008
Company Paid-up Capital (Ordinary shares only) 832,353,720 Baht.
Divided into Ordinary Share 83,235,372 Shares at Par Value of 10 Baht
No. of No of % of paid-up
shareholders shares capital
1 Strategic shareholders
1.1 Government, state-owned enterprises
or public sector agencies - - -
1.2 Directors, manager, and executive
management including related persons
and associated persons 48 34,015,635 40.86
1.3 Shareholders who have a holding of
5% or above including related persons 4 25,883,710 31.10
1.4 Shareholders who enter into agreement
not to sell their stocks within a specified
period - - -
Minor shareholders (Non-Strategic
2 shareholders) 887 23,336,027 28.04
Total 939 83,235,372 100
The company certifies that the information contained in this report is true and
correct in all respects.
Chief Executive Director