Padaeng Industry Plc. (PDI), referring to its investment of 8.04% in Australian-based Western Metals Ltd. (WM) who operates lead and zinc mining, reported that it has on June 12, 1997 signed an agreement to appoint SBC Warburg Australia Equities Limited as the underwriter in selling off all the 18,829,998 shares it holds in WM to foreign institutional investors at the price of 1.225 Australian dollars apiece, amounting to 23.067 million Australian dollars totally (about Bt447.5 million). After expenses, the proceed should total about Bt443.5 million. Of this, the company will make a capital gain of about Bt128 million, to be realised as income in Q2/1997. The information memorandum of the asset disposition is as below: Padaeng Industry Plc (PDI) Information Memorandum Disposition of Common Shares in Western Metals Limited 1. Date of Transaction: June 12, 1997 2. Parties Concerned: Buyer - Foreign institutional investors Seller - PDI Underwriter - SBC Warburg Australia Equities Limited 3. Nature of Transaction: PDI holds 18,829,998 shares representing 8.04% of all the shres of Western Metals Ltd. (WM), a company operating lead and zinc mining in Australia. This company is listed in the Australian bourse. On June 12, 1997, PDI has sold off its WM shares to foreign institutional investors through the handling of SBC Warburn Australia Equities Ltd. who took the responsibilities as the underwriter. 4. Details of Assets Disposed, Terms of Payment: 18,829,998 common shares in WM, at the price of Bt1.225 Australian dollars, making a total of about Bt447.5 million in Thai baht. The net proceeds should be around Bt443.5 million, and should be received within June 19, 1997. The capital gain from the selling (about Bt128 million) will appear as revenue in Q2 /1997 financial statements. 5. Pricing Criteria: Big lot dealing price in the Australian stock market. 6. Buyer-Seller Relationship: None 7. Benefits Expected and Proceeds Utilisation: To make capital gain for operating benefits. Part of the proceeds will be to ease the company's financial burden (both the principal and interests) while the other part will be utilised as working capital. 8. The transaction size, calculated under the asset criteria based on the company's financial statements ended March 31, 1997, is equal to 12.08% (443.5/3,672.24). It is therefore excluded from transactions according to SET's announcement concerning the criteria, methods, and disclosures of asset acquisition or disposition of a listed company. It is not a connected transaction, either, according to another announcment of SET, relating to the criteria, terms, and methods.