27 สิงหาคม 2555

Information Memorandum regarding the Connected Transaction

Connected transaction The Board of Directors' Meeting of Siam Global House Public Company Limited (the "Company") No. 6/2012 held on 25 August 2012 (the "Board Meeting") has resolved to approve the acceptance of the investment proposal of SCG Distribution Co., Ltd. (the "Investor") to invest in the Company's securities by way of subscription of the Company's newly issued shares on a private placement basis and a partial tender offer for the Company's existing securities according to the proportion, method and conditions set out in section 3 "General Characteristics of the Transaction" below ("Securities Acquisition Transaction"). The Board Meeting also resolved to approve other matters related to the Securities Acquisition Transaction, including the increase of the Company's registered capital, and the allocation of 224,000,000 newly issued ordinary shares with par value of Baht 1 each to the Investor on a private placement basis at the price of Baht 14 per share, and related party transaction with respect to the issue, offer and allocation of the newly issued ordinary shares of the Company to the Investor. Following the allocation of the newly issued ordinary shares to the Investor, the Investor will become a major shareholder of the Company holding 11.29 per cent of the total issued and paid-up shares of the Company. When aggregating with the number of shares that the Investor may acquire from the partial tender offer as per the number of shares stipulated in the partial tender offer and the number of shares that the Investor may acquire from the exercise of warrants obtained from the partial tender offer as per the number of warrants stipulated in the partial tender offer, the Investor will hold approximately up to 33.40 per cent of shares in the Company. Please note that this is the shareholding ratio on the basis that all other warrant holders exercise their warrants. Therefore the allocation of the newly issued ordinary shares to the Investor on a private placement basis constitutes a related party transaction under the Notification of the Capital Market Supervisory Board ThorChor. 21/2551 Re: Rules on Connected Transactions and the Notification of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transaction B.E. 2546 ______________________________________________________________________ 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.