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.
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