Frasers Property (Thailand) Public Company Limited (SET:FPT) made an offer to acquire Golden Land Property Development Public Company Limited (SET:GOLD) from a group of shareholders for THB 19.8 billion on February 22, 2019. Under the terms, Frasers Property (Thailand) Public Company Limited will acquire 2.3 billion shares at THB 8.5 per share. Offering price may be reduced by the amount of dividend paid per share if Golden Land Property Development Public Company Limited announces its dividend payment before the tender offer takes place. The purchase price will be financed through issuance and offering of debentures of THB 10 billion, credit facility of THB 4 billion from Kiatnakin Bank Public Company Limited, TISCO Bank Public Company Limited and The Siam Commercial Bank Public Company Limited and through cash and cash equivalents of THB 7 billion. As of August 7, 2019, Frasers Property Holdings (Thailand) Co., Ltd. agreed to tender its shares in the offer. In addition, in the event that Frasers Property (Thailand) Public Company Limited acquires Golden Land Property Development Public Company Limited shares in the amount exceeding 90% of the total issued shares, Frasers Property (Thailand) Public Company Limited may proceed with delisting securities of Golden Land Property Development Public Company Limited from being the listed securities in the Stock Exchange of Thailand. Upon completion of the transaction, Golden Land Property Development Public Company Limited will become a subsidiary of Frasers Property (Thailand) Public Company Limited.

Frasers Property (Thailand) Public Company has no plan to change the composition of the Golden Land Property Development's Board of Directors within 12 months from the end of the offer. Frasers Property (Thailand) Public Company may propose the change of executives in Golden Land Property Development upon appropriation, either by additional appointment or change of executives and/or personnel with knowledge and ability to increase efficiency in the Business management for the best interest of the Business. Such process may occur within the period of 12 months after the end of the offer period

The transaction is subject to approval of no less than three-quarters of the total shareholders of Frasers Property (Thailand) Public Company Limited attending the meeting to approve the transaction, approval from the relevant contractual parties of Golden Land Property Development Public Company Limited and its subsidiaries (if any), and/or relevant government agencies and approval from the Office of Trade Competition Commission. The shareholders of Golden Land Property Development Public Company Limited will convene a meeting on July 19, 2019 to approve the transaction. The availability of credit facilities from Kiatnakin Bank Public Company Limited, TISCO Bank Public Company Limited and The Siam Commercial Bank Public Company Limited is subject to certain conditions namely, completion of tender offer, confirmation of total number of shares tendered in the offer, submission of evidence showing other sources of fund, waiver of any breach in the financing agreements and material agreements (if any) of relevant parties in relation to the tender offer. The transaction was approved by the Board of Directors of Frasers Property (Thailand) Public Company Limited on February 22, 2019. The extraordinary general meeting of shareholders of Frasers Property (Thailand) Public Company Limited will be convened on or around May 7, 2019. Univentures Public Company will hold meeting of its shareholders on July 19, 2019 to approve the transaction. As of April 22, 2019, Baker Tilly Corporate Advisory Services (Thailand) Limited provided its opinion that the transaction is fair and the shareholders of Frasers Property (Thailand) Public Company Limited should approve the transaction. As of May 7, 2019, shareholders of Frasers Property (Thailand) Public Company Limited have approved the transaction. On May 8, 2019, the transaction was approved by the relevant contractual parties of Golden Land Property Development Public Company Limited and its subsidiaries and by the relevant government authorities. On May 23, 2019, the Office of Trade Competition Commission notified that the transaction does not require approval from Office of Trade Competition Commission. On June 6, 2019, the transaction was approved by the Board of Univentures Public Company. On June 7, 2019, the transaction was resolved by the Board of Golden Land Property Development. On June 10, 2019, Maybank Kim Eng Securities (Thailand) Public Company Limited provided its opinion that the offer makes sense and the shareholders should accept the offer. The offer will run from June 5, 2019 to August 8, 2019.

Univentures Public will apply not more than 15% of the net proceeds received for investment in new property projects, not more than 15% of the net proceeds received for medium and long-term investments. Remaining proceeds received by Univentures Public will be used to finance working capital requirement and for dividend payment. Univentures Public plans to invest in other businesses which are related or can create synergistic benefits with the existing ones. Baker Tilly Corporate Advisory Services (Thailand) Limited acted as financial advisor and Weerawong, Chinnavat & Partners Ltd. acted as legal advisor for Frasers Property (Thailand) Public Company Limited. Phatra Securities Public Company Limited acted as tender offer preparer and tender offer agent for Frasers Property (Thailand) Public Company Limited. Maybank Kim Eng Securities (Thailand) Public Company Limited acted as financial advisor to Univentures Public Company Limited. As of June 25, 2019, Montree Sornpaisarn and Wantana Petlerkwong of Maybank Kim Eng Securities (Thailand) Public Company Limited were appointed as financial advisors for Golden Land Property Development Public Company.