BREADTALK GROUP LIMITED (Incorporated in the Republic of Singapore) (Company Registration No.: 200302045G)
JOINT VENTURE AGREEMENT TO INVEST IN BTM (THAILAND) LTD
By Order of the Board
The Board of Directors of BreadTalk Group Limited (the "Company" and together with its subsidiaries, the "Group") wishes to announce that BreadTalk (Thailand) Company Limited (the Company owns 49% shareholding) ("BTTH") has on 31 July 2014 entered into a shareholders' agreement (the "SA") with The Minor Food Group Public Company Limited ("MFG") to invest in a new joint venture company in Thailand, under the name of BTM (Thailand) Ltd ("BTM"), with a registered share capital of S$7.92 million ("Proposed Investment").
Pursuant to the SA, BTTH will be allotted 50% of the shares in BTM for a consideration approximating
S$3.96 million. The consideration will be fully satisfied by way of the transfer of all existing 19
BreadTalk outlets to BTM via a Business Transfer Agreement. Upon completion of the transaction, BTM will be appointed the BreadTalk franchisee in Thailand to carry on the business of operating the transferred BreadTalk outlets, including future expansion.
The joint investment with MFG is a strategic partnership to further develop the BreadTalk brand in Thailand. With MFG's established track record of operating F&B outlets in Thailand, the brand could see an accelerated pace in outlet expansion as well as to optimize return on its investments.
The Investment is not expected to have any material impact on the earnings per share and net tangible assets of the Company and the Group for the financial year ending 31 December 2014.
The above transaction does not constitute a discloseable transaction under rule 1010 of the SGX-ST Listing Manual. None of the Directors or the controlling shareholders of the Company has any interest, direct or indirect, in the Proposed Investment.
Group Chief Financial Officer
1 August 2014