Acquisition or disposition of assets


5 July 2021	(Translation)
Entry into an agreement to purchase of common shares in Siam Future Development 
Public Company Limited and the tender offer for all the remaining shares in that
 company (Revised)
No. 51/2021/027	To	The President,
The Stock Exchange of Thailand
Enclosure:	Information memorandum re: Asset Acquisition by Central Pattana 
Public Company Limited pursuant to the purchase of common shares in Siam Future
Development Public Company Limited

With reference to the No. 6/2021 Central Pattana Public Company Limited ("the 
Company") Board of Directors meeting held on 5 July 2021, the Board has made key
decisions concerning the purchase of common shares in Siam Future Development
Public Company Limited ("SF") as follows:
1.	Approved the Company and/or its subsidiary ("the Company") to purchase the 
common shares in SF from Major Cineplex Group Company Limited ("the Seller")
with a total amount of 647,158,471 shares or equal to 30.36% of the total issued
and outstanding shares of SF at the purchase price of THB 12.00 per share, in
the total amount of THB 7,765,901,652.  In this regard, the entering into the
Memorandum of Understanding in relation to the Share Sale and Purchase will be
made by 5 July 2021 ("the MOU") and the entering into the Share Sale and
Purchase Agreement will be made within 30 days after the MOU date ("the SPA").
Such share purchase transaction together with the free of encumbrances is
expected to be done within 30 August 2021 ("the Transaction").  However, the
completion of such transactions is subject to the terms and conditions of the
SPA and other related agreements (if any) as well as other precedent conditions
agreed by parties.
2.	After the completion of the Transaction, the Company is required to make a 
tender offer for the remaining shares in SF in accordance with the rules and
conditions prescribed in the Notification of the Capital Market Supervisory
Board No. ThorChor. 12/2554 Re: Rules, Conditions and Procedures for the
Acquisition of Securities for Business Takeovers (as amended), at the same price
as that of the purchase price of THB 12.00 per share as specified in the SPA,
in an approximate amount of THB 17,817 million ("the Tender Offer").  After the
tender offer, the Company is under the study which has not reached a conclusion
on delisting of SF from being a listed company in the Stock Exchange of Thailand
("SET").  If the matter gains clarification, information shall be disclosed to
the SET.
3.	Authorized the management committee to consider and determine the details and
conditions in relation to the acquisition of shares in SF, to negotiate and
sign any related documents and agreements and to undertake any necessary and
reasonable steps relating to the acquisition of shares.
In addition, the Transaction and the Tender Offer are not classified as a 
connected transaction as defined by applicable notifications of the Capital
Market Supervisory Board and the Board of the Stock Exchange of Thailand.
However, the Transaction and the Tender Offer fall within the meaning of an
acquisition of assets, class 2 under the Notification of the Capital Market
Supervisory Board No. ThorChor 20/2008 Re: Rules for Entering into Significant
Transactions deemed as Acquisition or Disposal of Assets (as amended) and the
Notification of the Board of the Stock Exchange of Thailand Re: Disclosure of
Information and Other Acts of Listed Companies Concerning the Acquisition and
Disposition of Assets, B.E. 2547 (2004) (as amended) (collectively called "the
Notifications on Asset Acquisition or Disposal").  The maximum combined amount
of the Transaction and the Tender Offer is THB 25,583 million or equal to
23.52%, calculated using the basis of the net profit from operation, which
represents the highest transaction value, compared to all other approaches
required by the Notifications on Asset Acquisition or Disposal. On the basis of
the combination in value of the Transaction and the Tender Offer with all other
asset acquisitions undertaken in the past six months which is started from 4
January 2021 to 5 July 2021 (which is the date on which the Board Meeting
approved the Transaction) which is equal to 15.87% which results in the total
acquired assets amounted to 39.39% in total, this Transaction and the Tender
Offer then are considered an acquisition of assets, class 2. Therefore, the
Company must disclose certain information pertaining to the Transaction and the
Tender Offer to the Stock Exchange of Thailand ("SET") and send an information
memorandum regarding the Transaction and the Tender Offer to its shareholders
within 21 days from the date of disclosure of information to the SET.
Nevertheless, the Company shall not be required to seek an approval from the
shareholders' meeting.
Your acknowledgment of these matters would be appreciated.

Sincerely,
-Ampawee Chompoopongkasem-
(Ms. Ampawee Chompoopongkasem)
Company Secretary
______________________________________________________________________

Tender Offer

Subject                                  : Tender offer
Listed company subject to tender offer   : SIAM FUTURE DEVELOPMENT PUBLIC 
COMPANY LIMITED (SF)
Offeror                                  :
Central Pattana Public Company Limited
Offer price
Common shares (baht per share)           : 12.00
Tender offer                             : Not for delisting
Remark                                   : The completion of the Tender Offer 
will be depended on the SPA transactions which subjects to the terms and
conditions of the SPA and other related agreements (if any) as well as other
precedent conditions agreed by parties.
______________________________________________________________________
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