Notifying the outcome of due diligence in Traffic Corner

Back27 November 2007

SET. 37/2007

November 26, 2007

Subject: Notifying the outcome of due diligence investigation in relation to Traffic Corner Holdings Public Company Limited

Attention: President The Stock Exchange of Thailand

The Board of Directors Meeting No. 6/2007 of Major Cineplex Group Public Company Limited (the Company) held on 30 October 2007 has resolved to approve the sale of shares in M. Pictures Co.,Ltd. (MP) held by the Company to Traffic Corner Holdings Public Company Limited (Traffic Corner) and the payment for such shares shall be made by newly issued ordinary shares in Traffic Corner. As regards this transaction, the Company has engaged a legal advisor to carry out a due diligence investigation into Traffic Corner.

Now, the designated legal advisor has been completed the due diligence investigation in relation to Traffic Corner with the outcome satisfactory to the Company. Chairman of Executive Board was authorised by the Board of Directors Meeting No. 7/2007 which was held on November 14, 2007 in order to review and evaluate the information relating to Traffic Corner as provided under the due diligence report prepared by the legal advisor. Taking into account the outcome of due diligence investigation, the Company agrees to subscribe for newly issued ordinary shares at the offering price of Baht 1.84 each upon Traffic Conner having obtained the approval from its shareholders which shall be those shares remaining after the existing shareholders exercise their right to subscribe for shares pursuant to the right issue by Traffic Corner. The subscription by the Company for new shares shall be subject to the following conditions: (i) the total number of newly issued ordinary shares for which the Company and other MP shareholders may subscribe shall not be less than 51% and not over 59% of the total issued shares after the capital increase of Traffic Corner; (ii) the Company shall be entitled to subscribe for not more than 184,000,000 shares.

Please be informed accordingly.

 

Yours faithfully,

 

(Mr. Chattaphum Khantiviriya)
Chief Financial Officer

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