Report on the decrease of 10% shareholding in a subsidiary

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We, BTS Group Holdings Public Company Limited (the "Company"), would like to announce that today (November 19, 2013), we will sell 220,000,000 shares or equivalent to 6.7% shareholding in VGI Global Media Public Company Limited ("VGI"), our subsidiary in media business, through the Big Lot Board of the Stock Exchange of Thailand at the price of Baht 12.30 per share or equivalent to the total transaction value of Baht 2,706.0 million. This contemplated sale was made through an overnight placement to the local and foreign investors. The selling price was determined by the book building. Prior to this transaction, the Company, directly and indirectly, holds 62.5% of the total issued shares in VGI (a direct holding of 11.5% and an indirect holding of 51.0% through our 97.5% subsidiary, Bangkok Mass Transit System Public Company Limited ("BTSC")). After this transaction, the Company will, directly and indirectly, hold 55.8% of the total issued shares in VGI (a direct holding of 4.8% and an indirect holding of 51.0% through BTSC). This sale of VGI shares would improve the free float and the liquidity of VGI shares as well as broaden the local and foreign shareholders base. The Company intends to continue to be a long-term major shareholder of VGI and maintain VGI as its core subsidiary in media business. This transaction is not a connected transaction pursuant to the connected transaction rule and the disposal value of this transaction does not cause the Company to make the disclosure under the asset acquisition and disposal rule. Nonetheless, as our shareholding in VGI will be decreased approximately 10% from 65.7% as of April 30, 2013 as disclosed in our Annual Report and Form 56-1 to 55.8% after this transaction, we therefore would like to make a report of our 10% shareholding decrease in VGI, our subsidiary. ______________________________________________________________________ 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.