17 May 2019 17:06:00
Acquisition of Ordinary Shares in Bayswater Company Limited
- 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 ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand has no responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement.