23 November 2004
An investment in a new joint venture company by a subsidiary
November 22, 2004.
TO: President
Stock Exchange of Thailand
RE: An investment in a new joint venture company by a subsidiary
Today, we were informed that the Board of Directors of BEC-TERO
Entertainment Plc. [BEC-TERO] - our subsidiary which BEC holds 60% of
the paid up capital and Mr.Brian Lindsa Marcar who is not a connected
person holds substantial portion of the rest, has passed a resolution
approving BEC-TERO to invest in a new joint venture company with
ThemeSTAR Holdings LLC [ThemeSTAR Holding] - a limited liabilities
company registered under the laws of the State of Colorado, U.S.A.
who is also not a connected person, by acquiring 51 percent of
ThemeSTAR Limited. The details of the transaction are as follows:-
Name of the JV company: The name of the joint venture company
now is ThemeSTAR Limited which will be
amended to include the word "BEC-TERO"
in the future. ThemeSTAR Limited is
incorporated and having registered office
in the British Virgins Islands and the
operating office will be located in Hong Kong.
Register Capital: 4,019,608 shares, par value is at USD 1 each.
Company Structure & Investment: BEC-TERO holds share 51% (2,050,000 shares)
acquiring in cash and ThemeSTAR Holding holds
share 49% (1,969,608 shares).
Source of fund: Existing working capital
Business: Developing, producing globally shows and
exhibits.
Board of Directors: Totaling 5 Directors; 3 from BEC-TERO, 2
from ThemeSTAR Holding, in the first year
director nominated by BEC-TERO will be a
Chairman, and one nominated by ThemeSTAR
Holding will be a Vice Chairman.
Benefit/Returns: Dividend
Account and Audit: All Company's books and records will be
maintained according to US and Thai
accounting standard. Ernst & Young - Hong
Kong will be appointed as an auditor.
Characteristics of the transaction: The transaction is not a connected
transaction and the size of transaction is
about 1.83% of BEC's net tangible assets,
according to the consolidated financial
statement as at September 30, 2004.
Please be informed accordingly.
Yours sincerely,
(Mr.Chatchai Thiamtong)
Vice President - Finance