SET Announcements

(Translation) Ref. No. SS./ 0915 / 2009 20 July 2009 Subject : Notification of the establishing the new subsidiaries in overseas countries and the acquisition of shares. To : President The Stock Exchange of Thailand The Board of Directors' meeting no. 5/2009 of Sansiri Public Company Limited ("Sansiri") held on 17 July 2009 has passed the following resolutions: Item 1. Approved the establishing a new subsidiary in Singapore with having the registered capital at 50,000 Singapore Dollars. The objective is to expand the real estate development business for sale and/or lease offshore, as well as to invest in other businesses that could result in greater beneficial to the over-all group performance. The structure of the companies will be as follow; (1) To establish a new subsidiary in Singapore named "SANSIRI GLOBAL INVESTMENT PTE. LTD.", wholly owned (100 percent) by SIRI, which will be use as a base for an off shore investment. (2) To cause the subsidiary company, SANSIRI GLOBAL INVESTMENT PTE. LTD to invest by establishing a wholly owned subsidiary company in Guernsey, named "SANSIRI INVESTMENT (2009) LIMITED", with registered capital of 10,000 Pound to engage in the business of real estate development for sale and lease in United Kingdom. However, the above-mentioned transaction does not fall within the criteria to be proceeded in compliance with the Notification of the Capital Market Supervisory Board Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets and Rules on Entering into Connected Transactions. Item 2. Approved the acquisition of ordinary shares of National Education Development Co., Ltd.The details of which are as follows: 1. The date on which the transaction will occur : within 20 July 2009 2. The parties involved Buyer : Sansiri Public Company Limited Seller : a. Mr. Sakonthon Sivaroroskul b. Mr. Parinya Yannabutr c. Miss Supaporn Assawarungpaisan Relationship with SIRI : - none - 3. The general characteristics of the transaction - The basis used to consider the volume : The value of consideration paid basis - The volume of the Transaction : The size of transaction under Notification of the Board of Governors of the Stock Exchange of Thailand, Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets, 2004 is calculated from the financial statement of SIRI as of 31 March 2009 as follow: 1. Value of Assets Acquired or Disposed Method : -0.45 percent 2. Net After Tax Profit from Normal Course of Business Operation Method : cannot be calculated 3. Total Value of Consideration Paid Method : 0.69 percent 4. Value of Securities Issued by the Listed Company as Consideration of the Assets Acquired : - none - SIRI used the highest transaction size, which is 0.69 percent to consider the acquisition of ordinary shares in National Education Development Co., Ltd. 4. The details of assets acquired Securities - Type of securities : Ordinary shares - Name of Issuer : National Education Development Co., Ltd. ("NED") - Nature of business : educational business named "SATIT Pattana School" - Registered capital : 40,000,000 baht - Paid-up capital : 40,000,000 baht - Number of shares acquired : 400,000 shares - Purchasing price per share : 100 baht - Proportion of share holding by SIRI before acquisition : -none- - Proportion of share holding by SIRI after acquisition : 100 percent - Board of director of NED : Mr. Somchai Sirivichayakul Mrs. Chotika Visarlchai - Major shareholders of NED Name percentage of shares held Mr. Sakonthon Sivaroroskul 99.99 percent 5. Objective of the acquisition : For recurring income from the educational business,as well as creating an opportunity to expand business and joint benefit (synergy) relating to the core business of SIRI i.e. real estate development,since the SATIT Pattana School is located near the several residential projects of SIRI. 6. Basis used to determine the Consideration Value : At cost of investment, which can be divided into 2 categories, i.e. investment in form of registered capital and shareholders' loan. 7. The total value of consideration and the type of payment - The total value of consideration : 165,611,269.62 baht (dividing into the share value in the amount of 40,000,000 baht and the repayment of existing shareholders' loan in the amount of 125,611,269.62 baht) - type of payment : wholly paid by cash within 20 July 2009 8. The source of funds : Working capital of SIRI 9. The return on investment : Dividend 10. Other : The above-mentioned transaction does not fall within the criteria to be proceeded in compliance with the Notification of the Capital Market Supervisory Board, Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets and Rules on Entering into Connected Transactions. Please be informed accordingly. Yours sincerely, (Mr. Apichart Chutrakul) Chief Executive Officer