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350 l Introduction l Nature of Business l Organisation and Shareholding Structure l Business Review l Corporate Governance l Financial Statements l Other Information l
managing and operating the stores located on such stations under b) Approved VGI’s entering into the License to Manage and Operate
the name of “Turtle Shop”. In this regard, POV will subscribe NINE’s Merchandising Space Agreement with NINE for the grant of rights
newly issued ordinary shares in the amount of 953,500,000 shares, to manage and operate the merchandising spaces on BTS Skytrain
with a par value of Baht 1.00 per share, representing not exceeding stations, which VGI received a concession to manage and operate
70.65% of the total issued shares after the capital increase of NINE, the spaces from Bangkok Mass Transit System Public Company
at the subscription price of Baht 3.30 per share, which is equivalent Limited, of not exceeding 31 stations including the spaces on the 3
to total value of Baht 3,147 million. The transaction is shares issuance BTS Skytrain stations which NINE has been granted with the right to
and offering through the Private Placement of NINE. manage and operate from VGI and the spaces on the 5 BTS Skytrain
stations that Groupwork Company Limited (“GW”) has been granted
Moreover, NINE will issue newly ordinary shares and offer to the with the right to manage and operate from VGI, with the term of
existing shareholders in proportion to their respective rights (Rights approximately 7.5 years (which will expire on 4 December 2029) and
Offering) in full. After the Rights Offering, POV will hold the shares the parties may extend the term of the agreement subject to the
in NINE representing 59.99% of total paid-up shares. conditions specified therein. VGI expects that the total contract value
of the Licensing Agreement will be approximately Baht 2,666 million.
After the completion of the share subscription transaction of NINE, VGI expects that the license granting transactions will be completed
POV will have a shareholding ratio exceeds 50% of total voting in June 2022.
rights of NINE, resulting in, POV being required to make a tender
offer for all securities of NINE under the Notification of the Capital c) Approved the sale of all ordinary shares in GW held by VGI in the
Market Supervisory Board No. TorJor. 12/2554 in regarding to amount of 12,501 shares, with a par value of Baht 100 per share,
Rules, Conditions and Procedures for the Acquisition of Securities representing approximately 20% of all shares in GW to NINE at the
for Business Takeovers (as amended) (the “Notification No. TorJor. purchase price not exceeding Baht 22 million.
12/2554”). In this regard, POV is required to purchase all remaining
shares in NINE in a total amount of 636,049,286 shares, constituting On 31 March 2022, POV entered into Sale of GW Shares to NINE
40.01% of the total number of paid-up shares at the tender offer Agreement with conditions. VGI expects that the transaction will be
price of Baht 3.30 per share, totaling the amount not exceeding Baht completed within June 2022.
2,099 million.
On 23 March 2022, POV entered into Share Subscription Agreement
in NINE. VGI expects that the share subscription transaction will be
completed within June 2022.
