Reference is made to the resolutions of the Extraordinary General Meeting of Shareholders of BTS Group Holdings Public Company Limited (the "Company") No. 1/2012, held on December 18, 2012, which resolved to approve the Company to enter into the Infrastructure Fund Transaction consisting of (1) the Net Revenue Sale Transaction whereby Bangkok Mass Transit System Public Company Limited ("BTSC"), a subsidiary of the Company, in which the Company holds 97.46% of the total issued shares, will sell the Net Farebox Revenue from its Core BTS SkyTrain System to the Infrastructure Fund, (2) the Security Transaction whereby the Company will provide certain support and a limited guarantee to secure the obligations of BTSC owed to the Infrastructure Fund under the Net Revenue Purchase and Transfer Agreement to be entered into between BTSC and the Infrastructure Fund and will pledge the BTSC shares and enter into an agreement to sell and purchase the BTSC shares with the Infrastructure Fund to secure the obligations of the Company owed to the Infrastructure Fund under the Sponsor Support and Guarantee Agreement to be entered into between the Company and the Infrastructure Fund, and (3) The Unit Subscription Transaction whereby the Company will subscribe for one-third (or approximately 33.33%) of the total issued investment units of the Infrastructure Fund. The details are as per the Company's letter No. BTS 21018/2012 dated December 18, 2012 to which the Company released through the Stock Exchange of Thailand's information disclosure channel. The Company would like to inform you that today the Office of the Securities and Exchange Commission approved the registration of the assets pool pursuant to the BTS Rail Mass Transit Growth Infrastructure Fund Scheme as the infrastructure fund, name: BTS Rail Mass Transit Growth Infrastructure Fund ("BTSGIF"). Total investment units of BTSGIF are 5,788,000,000 units. The offering price per investment unit as well as the par value per investment unit is Baht 10.80. The fund size of BTSGIF from the offering of total investment units is Baht 62,510.4 million. In addition, the Company would like to inform you of the success and completion of the entry into and the execution of the Infrastructure Fund Transaction in accordance with the resolutions of the Extraordinary General Meeting of Shareholders of No. 1/2012, held on December 18, 2012 as follows: 1. The Net Revenue Sale Transaction BTSC, the subsidiary, sold to BTSGIF the future net farebox revenue that BTSC will receive from the operation of the core BTS SkyTrain system, covering the Sukhumvit Line and Silom Line with a combined track length of 23.5 km under the concession agreement dated April 9, 1992 and its amendments entered into between the Bangkok Metropolitan Administration and BTSC for the remaining period of the concession agreement to BTSGIF. BTSC and BTSGIF entered into the Net Revenue Purchase and Transfer Agreement dated April 17, 2013. The selling price of the net farebox revenue sold to BTSGIF is in the total amount of Baht 61,399 million (the net amount after deduction of fund set up cost of around Baht 1,111 million). 2. The Security Transaction The Company has provided certain support and a limited guarantee to secure the obligations of BTSC owed to BTSGIF under the Net Revenue Purchase and Transfer Agreement dated April 17, 2013 entered into between BTSC and BTSGIF. The Company entered into the Sponsor Support and Guarantee Agreement dated April 17, 2013 with BTSGIF and pledged the BTSC shares under the Share Pledge Agreement dated April 17, 2013 and entered into the Agreement to Sell and Purchase the Shares (BTSC shares) dated April 17, 2013 with BTSGIF to secure the obligations of the Company owed to BTSGIF under the Sponsor Support and Guarantee Agreement dated April 17, 2013. 3. The Unit Subscription Transaction The Company has subscribed and holds 1,929,000,000 units of BTSGIF at Baht 10.80 per unit (Baht 20,833.2 million in total) or equivalent to one-third (33.33%) of the total units of BTSGIF offered. The Company obtained the bridge loan from the commercial bank to support the subscription of these investment units. Today the Company already repaid the bridge loan to such commercial bank in full to which the Company used the intercompany loan proceeds from BTSC as the source of repayment for the bridge loan to such commercial bank. Furthermore, the Company and BTSC also entered into other agreements in relation to or in association with the entry into of the Infrastructure Fund Transaction which corresponded with the above-mentioned contracts or agreements relating to the Infrastructure Fund Transaction. The Company will provide the material terms of the important agreements in the FY 2012/13 Annual Registration Statement Disclosure Form for the fiscal year ended March 31, 2013 accordingly. The first day of trading of BTSGIF's units is expected to be 19 April 2013. ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand has no responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement.