Tender Offer

Subject                                  : Tender offer
Listed company subject to tender offer   : KERRY EXPRESS (THAILAND) PUBLIC 
COMPANY LIMITED (KEX)
Offeror                                  :
SF International Holding (Thailand) Co., Ltd.
Tender offer period                      : From 13-Feb-2024 to 22-Mar-2024
Offer price
Common shares (baht per share)           : 5.50
Net price
Common shares (baht per share)           : 5.4852875
Tender offer                             : Not for delisting
Date of securities payment settlement    : 26-Mar-2024
Tender Offer Agent                       : Bualuang Securities Public Company 
Limited
Remark                                   : The Company would like to inform you 
that the Company has been notified by KLN that KLN obtained a waiver from the
SEC on 5 February 2024 in respect of its tender offer obligations arising out of
the DIS Transaction, subject to the conditions that (i) KLN must procure the SF
International Holding (Thailand) Co., Ltd. ("SFTH") to perform a tender offer
for all securities of the Company until completion, on conditions and price not
less favourable than those that would have been extended by KLN had it proceeded
with the tender offers, to provide the opportunity for the Company's
shareholders to decide on the matter regarding their holding of the Company's
securities and (ii) KLN must procure the Company to publish an announcement
informing investors of (i). With the publication of this announcement, all the
conditions to the waiver from the SEC have been satisfied. Accordingly, the DIS
Condition has been satisfied and the DIS Transaction has become unconditional.
Upon such completion of the DIS Transaction, KLN and its subsidiaries will cease
to control in any way or cease to hold, directly or indirectly, 50% or more of
the voting rights in the Company ("Cessation of Control"), and Kuok
Registrations Limited ("KRL") as the licensor under the brand licensing
agreement entered into with the Company as the licensee to use the "Kerry
Express" brand and related trademarks in connection with its operations in
Thailand shall have 60 days to decide whether or not to terminate the brand
licensing agreement. If KRL opts for termination, the Company will have up to 9
months before such termination which could be extended if KRL agreed. In this
connection, the Company has already taken the initiative to commence discussion
with KRL on possible extension of the license to use the "Kerry Express" brand
and related trademarks. During the course of discussion, KRL and the Company
have executed a letter of intent indicating on a 'non-binding and subject to
contract' basis that notwithstanding the prospective Cessation of Control upon
completion of the DIS Transaction, KRL would extend the term of the brand
licensing agreement to beyond the said 9-months to a period of no longer than 2
years from the completion of the DIS Transaction subject to certain approval
processes to facilitate any orderly rebranding exercise.
 
Moreover, Flourish Harmony Holdings Company Limited ("Flourish") (an indirect 
wholly-owned subsidiary of S.F. Holding Co., Ltd. ("SF"), a listed company on
the Shenzhen Stock Exchange, which is one of the shareholders of KLN) and SFTH
have entered into the share purchase agreement which both parties agree that
Flourish will sell 467,373,855 the Company's shares (representing 26.82% of
total voting rights of the Company) which it will receive from the DIS
Transaction to SFTH on the same day of the completion of the DIS Transaction.
Consequently, as previously disclosed, SFTH, which will be required to make a
mandatory tender offer to acquire all issued shares of the Company (other than
those already held and to be held from the DIS Transaction by SFTH) in
accordance with the requirements of the Notification of Capital Market
Supervisory Board Tor Jor. 12/2554 Re: Rules, Conditions and Procedures for the
Acquisition of Securities for Business Takeover (as amended), has submitted the
tender documents to the SEC on 8 February 2024, and the tender offer will be
launched on 13 February 2024. Accordingly, the completion of the DIS Transaction
 will be on or around end of March 2024.
______________________________________________________________________
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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
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clarification regarding this announcement, please directly contact listed
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