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Reports on Setting up a New Subsidiary

BackSep 26, 2007

SF 286/07

25 September 2007

Subject: Reports on Setting up a New Subsidiary (Ratchayothin Avenue Management Co., Ltd.) and connected transaction

To: President The Stock Exchange of Thailand

Siam Future Development Public Company (SF) would like to inform the setting up a new subsidiary of Ratchayothin Avenue Co.,Ltd. With Reference to the Board of Directors' Meeting of Ratchayothin Avenue Co., Ltd. No. 1/2007 held on January 9, 2007, the meeting approved the setting up of a new subsidiary as follows:

1. Name of subsidiary Ratchayothin Avenue Management Co., Ltd. (renamed from Major Online Co., Ltd., a subsidiary of Major Cineplex Group PLC)
2. Type of business Developing and operating shopping centers
3. Registered Capital shares 1,000,000 Baht (No. of shares 10,000 with Par Value 100 Baht)
4. Paid-up Capital 1,000,000 Baht
5. Shareholding Structure Ratchayothin Avenue Co., Ltd. hold 99.93%
(50% shareholding each by SF and Major)
6. Objective To develop and operate the new lifestyle center, named Major Avenue Ratchayothin, located at Ratchayothin intersection near Major Ratchayothin Theatre
7. Dividend Policy Not less than 60% of Net profit of the Company Financial Statements after deducting deficits

Moreover, the Company would like to inform the connected transaction regarding the acquisition of a subsidiary of Ratchayothin Avenue Co., Ltd. from Major Cineplex Group PLC. Herein the details of the transaction to be entered:

1. The transaction Date: 23 February 2007
2. The party involved: Major Cineplex Group PLC, major shareholder of the Company (21.25%)
3. The general characteristics of the transaction: Ratchayothin Avenue Co., Ltd. has acquired Major Online Co., Ltd. at Par Value in amount of 999,300 Baht and rename to Ratchayothin Avenue Management Co., Ltd.
4. Details of transaction: - Value of Transaction Baht 999,300 equivalent to 0.065% of Net Tangible Asset as of June 30, 2007 (0.9993 / 1,546.44 Million Baht)
5. Details of connected persons:
Name
% Share / Position
Amount
(shared by shareholding proportion)
1. Siam Future Development PLC

50% / Shareholder

Baht 500,000

2. Major Cineplex Group PLC

50% / Shareholder

Baht 500,000

Mr. Vicha Poolvaraluck, Director of Ratchayothin Avenue Co., Ltd.
6. Characters and Limit of interests: Major Cineplex Group PLC is a major shareholder (21.25%) of Siam Future Development PLC and shareholder of Ratchayothin Avenue Co., Ltd.
7. Source of Fund: Working Capital
8. The Benefit expected to be generated for SF as the result of the said transaction: To expand a new shopping center will benefit the Company in terms of increase in total revenue and earnings ability in the long run.
9. Consideration of the transaction: Directors who have interests have no right to vote in the meeting
10.Opinion of Board of directors and audit committee: Reasonable and fair transaction in terms of price and shareholding amount which is equal both Siam Future Development PLC and Major Cineplex Group PLC and loan shared 50% by shareholding proportion.

Please be informed accordingly.

 

Sincerely Yours,

 

(Mr. Somnuk Pojkasemsin)
President

Attachments

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