News Detail

Date/Time
17 May 2019 17:06:00
Headline
Acquisition of Ordinary Shares in Bayswater Company Limited
Symbol
CPN
Source
CPN
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                - Translation -
No. 51/2019/027

17 May 2019

Subject:    Acquisition of Ordinary Shares in Bayswater Company Limited
To:    The President
    The Stock Exchange of Thailand

    On 17 May 2019, Central Pattana Public Company Limited (the "Company") acquired
ordinary shares in Bayswater Company Limited ("Bayswater")   from BTS Group
Holdings Public Company Limited ("BTS") in a total amount of 50,000 shares or
accounted for 50 percent of the total issued and sold shares of Bayswater,
including all related liabilities, representing a total trading value of Baht
7,698.72 million which is subject to the conditions of the Shares Purchase
Agreement and other related agreements. The acquisition of the aforementioned
shares is the acquisition after Ratchada Asset Holding Company Limited
("Ratchada Asset Holding") (a subsidiary which Grand Canal Land Public Company
Limited ("GLAND") holds 100 percent of shareholding) refused to acquire
Bayswater's ordinary shares from BTS, which is in accordance with the Right of
First Refusal stated in the Shareholders' Agreement between Ratchada Asset
Holding and BTS. The Company has objectives of share acquisition of Bayswater as
 follows;
1.    To support the Company's business expansion which shall increase the 
Company's competitiveness and revenue base since Bayswater has a land ownership
located on Phaholyothin Road which is a potential land plot for project
development in the future.
2.    To increase an efficiency of management and reduce risks of entering into the
 share acquisition made by others.
    Subsequent to the Company's acquisition of ordinary shares in Bayswater, the 
shareholding structure of Bayswater shall consist of the Company and Ratchada
Asset Holding in proportion of 50:50 percent.
In this regards, such transaction is 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.  In addition, the size of such
transaction does not fall within the meaning of an acquisition of assets 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, dated 31 August 2008 (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), dated 29 October 2004 (as amended).
The Board Meeting of the Company No. 4/2019, held on 10 May 2019, has approved 
the transaction with the conditions to postpone the disclosure of information to
the SET.  It should be noted that the matters approved by the Board Meeting is
remain volatile because no conclusion on the transaction has yet been reached by
the parties concerned at the time of approval.  Therefore, to ensure timely
disclosure of finally concluded information by the relevant parties, the Company
has necessity to disclose the Board Meeting's resolutions on the date of this
notification.

Your acknowledgment of these matters would be appreciated.
                                Sincerely,

    -Ampawee Chompoopongkasem-
    (Ms. Ampawee Chompoopongkasem)
                             Company Secretary
______________________________________________________________________
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of the information and related documents of listed company or issuer to the
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