Reports on Setting up a New Subsidiary
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: |
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| 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
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