CPN Plans to List “Central World” after Tender Offer for SF Is Completed

Central Pattana Public Company Limited (SET: CPN) informed according to the meeting of its board of directors which has resolved to approve the plan to delist the securities of Siam  Future Development Public Company Limited (SET: SF) from the Stock Exchange of Thailand (the SET) whereby Central World Co., Ltd. (Central World), which is a subsidiary of the company in which the company directly and indirectly holds 100 percent, will make the tender offer of all the remaining 66,372,002 ordinary shares of SF, representing approximately 3.11 percent of the total issued and outstanding shares in SF, at the offering price of THB11.30 per share, totaling to THB750,003,622.60.

At present, Central World is the major shareholder of SF in which it and its persons under Section 258 collectively holds an aggregate of 2,065,548,929 ordinary shares, representing approximately 96.89 percent of the total issued and outstanding shares of SF. The tender offer for the entire securities of SF for the purpose of delisting SF securities will occur only upon fulfilment of all of the following conditions:

1. The shareholders’ meeting of SF resolves to approve the Delisting of the SF Securities with affirmative votes of not less than three-fourths of the total issued and outstanding shares of SF and there shall be no shareholders opposing the delisting of shares with the votes exceeding 10 percent of the total issued and outstanding shares of SF.

2. The Delisting of SF Securities shall be approved and/or waived by the relevant agencies, including the SET, financial institutions and other relevant contractual parties (if necessary).

In this regard, Bualuang Securities Public Company Limited is appointed as the financial advisor of the offeror as well as the preparer of the tender offer document for the purpose of delisting SF securities and appraisal of the value of SF’s ordinary shares pursuant to the relevant regulations. The offering price at which the offeror intends to make a tender offer for SF’s ordinary shares above is the price which is not lower than the highest price calculated based on the criteria for determining the tender offer price for delisting of securities pursuant to the Notification of the Capital Market Supervisory Board.

Shall be subject to price adjustment should there occurs any event as specified in Tor Chor. 12/2554, including (1) SF distributes dividend to its shareholders, (2) SF changes the par value of its shares which results in an increase or decrease in the number of shares, or (3) SF grants or issues rights or transferable subscription rights for a capital increase to existing shareholders in proportion to the existing number of shares held by them.