Natural Park Public Company Limited (SET:NPARK) agreed to acquire BTS Assets Co., Ltd. and Kamkoong Property Co., Ltd from BTS Group Holdings Public Company Limited (SET:BTS), Keeree Kanjanapas, Surapong Laoha-Unya and Natasak Chaichana for THB 14.2 billion on October 3, 2014. Under the terms of the transaction, Natural Park will issue 213 billion new shares and 106.5 billion warrants with an exercise price of THB 0.047 per unit. Considerations comprises newly issued ordinary shares and warrants of Natural Park; and/or an amount of cash if appropriate, the determination of which would depend on further negotiation between the parties, provided that BTS Group Holdings Public Company Limited will conduct the due diligence on NPARK and its subsidiaries and will propose to the meeting of the Board of Directors of BTS Group Holdings Public Company Limited for further consideration and approval of the entry into the transaction. Natural Park will acquire 8 million shares of BTS Assets and 3.75 million shares of Kamkoond. As on December 1, 2014, Post the transaction, BTSG will become a major shareholder of the Company with shareholding of 37.09%.

For the year ended March 31, 2014, Kamkoong reported total assets of THB 511.41 million, total liabilities of THB 170.72 million, total stockholder's equity of THB 224.48 million, revenue of THB 0 million, EBIT of THB -8.87 million and net loss of THB 14.79 million. For the year ended March 31, 2014, BTS Assets reported total assets of THB 3.87 billion, total liabilities of THB 3.64 billion, total stockholder's equity of THB 224.48 million, revenue of THB 685.71 million, EBIT of THB 11.73 million and net loss of THB 117.43 million. After completion of the transaction, Natural Park will appoint new Directors to replace the existing Directors.

Natural Park Public Company Limited (SET:NPARK) agreed to acquire BTS Assets Co., Ltd. and Kamkoong Property Co., Ltd from BTS Group Holdings Public Company Limited (SET:BTS), Keeree Kanjanapas, Surapong Laoha-Unya and Natasak Chaichana for THB 13.3 billion on November 24, 2014. Under the revised terms of the transaction, Natural Park Public Company Limited will issue, ordinary shares in the amount of not below 183,329.13 million shares but not exceeding 200.19 billion shares and warrants not below 91.66 billion but not exceeding 100.09 billion warrants with an exercise price of THB 0.047 per unit.

The deal is subject to the entry into and execution of the relevant documents and agreements in relation to the sale and purchase of the shares in BTS Assets and Kamkoong, including the share subscription agreement in relation to the newly issued ordinary shares and the warrants of Natural Park, due diligence, completion of rights offering of 180 billion shares of Natural park, BTS Group and Natural Park's receipt of all necessary Board of Directors' and/or shareholders' approvals for the entry into the transaction and the relevant agreements, including its shareholders' approval for the issuance of the new securities, third party approvals, regulatory approvals and Natural Park's acquisition will not be classified as class 4 transaction or backdoor listing. The deal has been approved by the Board of Natural Park. Board of Directors of BTS Group Holdings Public Company Limited approved the deal on October 6, 2014. On December 29, 2014, Natural Park Public's shareholders approved the transaction. The transaction will be will be completed within the 1st quarter of 2015.

I V Global Securities Public Company Limited acted as the financial advisor and T.A. Management Corporation acted as the appraiser for Natural Park Public Company Limited. Peangpanor Boonklum of Weerawong, Chinnavat & Peangpanor Ltd. acted as legal advisor to U City Public Company Limited (SET:U).