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Inform The Investments & Approval Of Corporate Guarantee

Backตุลาคม 07 2548

 

7 October, 2005
Subject:  To report the resolutions of the Board of Directors' Meeting
Attn:     The President,
          The Stock Exchange of Thailand

The Board of Directors' Meeting No. 4/2005 of Polyplex (Thailand) Public
Company Limited (the Company), held on 7 October, 2005, has resolved the
following resolutions:

1.That the amendment agreement No. 3 of the Framework Agreement with
Bayerische Hypo-und Vereinsbank AG in respect of extending the amount of
guarantee for a facility granted to Polyplex Europa Polyester Film Sanayi Ve
Ticaret Anonim Sirketi by Bayerische Hypo-und Vereinsbank AG, from
EURO 15,000,000 to EURO 20,000,000.

2.That the execution of the Corporate Guarantee in favour of ICICI Bank,
Bahrain to guarantee the repayment obligations of Polyplex Europa Polyester
Film Sanayi ve Ticaret A.S., a subsidiary of the Company, owing to ICICI Bank,
towards the working capital loans of Euro 4,000,000 (or equivalent to about
Baht 200 Million Baht) as also Letter of Credit facilities of Euro 5.6 Million
(or equivalent to about Baht 280 million), be approved.

3.That the investment in Spectrum Marketing Inc. (Spectrum), an existing
company engaged in the distribution of Polyplex Polyester film in the North
American market be approved.  The Company proposes to acquire common shares
in Spectrum at par worth US$ 1,015,000, which is equivalent to Baht 41,858,600.
The Company, Polyplex Corporation Limited (PCL), India (parent company of PTL)
and the foreign partner will hold 71.23%, 8.77% and 20.00% respectively of
the total shares in Spectrum and have 80.24%, 9.88% and 9.88% of total
voting rights respectively.

The purpose of the investment of Spectrum is to take control of the
distribution in the key market of North American, access new markets,
particularly packaging and converting segments and fully integrate the US
distribution.

The investment in Spectrum is considered as an acquisition of assets by the
Company pursuant to the notification of the Stock Exchange of Thailand
regarding rules, procedures and disclosure of information relating to
acquisition or disposal of substantial assets of listed companies B.E. 2547
(2004) dated 29 October 2004 (Regulation Concerning Acquisition or Disposal
of Substantial Assets).  The calculation of the size of this transaction
falls within Category 3, i.e. a transaction whose value is less than 15% of
the total assets of the Company.  As a result, the Company is not required
to prepare and submit an information memorandum to the SET nor to obtain any
shareholders' approval. The calculation method is as follows:
 
      Total consideration x 100      41,528,420.50x 100      = 0.95%
      Total assets of the Company      4,365,255,000



The reviewed financial statements as at 30 June, 2005 are the source of the
information of the above total assets of the Company.

The foreign partner in Spectrum is not a connected party with the Company as
per the SET guidelines.  Therefore, this transaction does not fall within the
scope of the connected party transactions under the SET notification,
re:disclosure of information and procedures for the listed companies in
relation to connected transactions B.E. 2546 (2003), dated 19 November 2003.
As a result, the Company will not be required to disclose the entry into this
transaction nor to obtain any shareholders' approval.

Please be informed accordingly.

Yours faithfully,
Polyplex (Thailand) Public Company Limited



(Mr. Manish Gupta)