Notification of the Resolutions of the Extraordinary General Meeting of Shareholders No.1/2012
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BTS Group Holdings Public Company Limited (the "Company") held the Extraordinary
General Meeting of Shareholders No.1/2012 on December 18, 2012 at 14.06 hrs.
The Company would like to inform that the Extraordinary General Meeting of
Shareholders No.1/2012 resolved to approve the Company to enter into an
infrastructure fund transaction consisting of (1) the Net Revenue Sale
Transaction whereby Bangkok Mass Transit System Public Company Limited ("BTSC"),
a subsidiary of the Company, in which the Company holds 97.46% of the total
issued shares, will sell the Net Farebox Revenue from its Core BTS SkyTrain
System to the infrastructure fund (the "Fund"), a fund to be established under
the Securities and Exchange Act B.E. 2535 (as amended), (2) the Security
Transaction whereby the Company will provide certain support and a limited
guarantee to secure the obligations of BTSC owed to the Fund under the Net
Revenue Purchase and Transfer Agreement to be entered into between BTSC and the
Fund and will pledge the BTSC shares and enter into an agreement to sell and
purchase the BTSC shares with the Fund to secure the obligations of the Company
owed to the Fund under the Sponsor Support and Guarantee Agreement to be entered
into between the Company and the Fund, and (3) The Unit Subscription
Transaction whereby, after the Office of the Securities and Exchange Commission
approves the establishment and management of the Fund, the Company will
subscribe for one-third (or approximately 33.33%) of the total issued investment
units of the Fund.
The infrastructure fund transaction will benefit to the Company for future
expansion in the mass transit business of the Company, which may stimulate
substantial growth for the Company. In addition, the Net Revenue Sale
Transaction is the appropriate fund raising method to prompt the Company to meet
the future investment requirements. Moreover, a part of the proceeds will be
used to support its investment in the investment units of the Fund, which will
allow the Company, as a unitholder, to continue to maintain substantial control
in the BTS SkyTrain business and gain benefits from the economic return from
such business in the form of dividends from the Fund. BTSC will still be the
operator of the BTS SkyTrain system. In addition, if there is any remaining cash
and sufficient liquidity, the Company may consider distributing special
dividend to its shareholders. However, the decision on such a special dividend
payment will be subject to the Company's consideration along with the Company's
plans and financial need for the future investment, legal restrictions, approval
from the Board of Directors or the shareholders of the Company (as the case may
be) and other factors.
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