Bangkok, 2 December 2021 – Central Retail Corporation, CRC, the leading retailer and number one omnichannel platform in Thailand, announces the closing of a major business deal by acquiring stakes of Grab Thailand, ASEAN’s number one Superapp with a total investment of 4,500 million baht. Central Retail has acquired 67% of Porto Worldwide Limited (“Porto WW”) stocks, which invests in Grab Taxi Holdings (Thailand).

The closing of this deal is considered a significant ‘piece to the puzzle’ to reinforce Central Retail’s leadership position as the most complete Digital Retail company in Thailand that comprehensively serves the needs of consumers across all experience aspects. Through this investment deal, Central Retail may benefit from a share swap right where the shares of Grab Taxi Holdings (Thailand) can be exchanged for shares in Grab Holdings Limited (“GHL”), the parent company of Grab that is set to be listed on NASDAQ in the United States on December 3, 2021 (GMT+7). If the share swap is exercised, the GHL share price at IPO (10 USD per share) which Porto WW will hold is approximated to be at 14,000 million baht.

Mr. Yol Phokasub, Chief Executive Officer of Central Retail Corporation commented “Grab is ASEAN’s first Decacorn (startups valued at 10 billion USD and above), and Central Retail’s decision to invest in Grab is due to the potential we see in Grab as a Superapp growing rapidly and becoming a leader in ASEAN. In Thailand, Central Retail has been an important business partner for Grab since the first day of business operations in Thailand until today, in which they have grown to become the number one platform with comprehensive services covering business, transport, food delivery, logistics, hotel and accommodation booking and financial services. We will synergize the strengths of both companies and support one another to deliver the best experiences to Thai consumers. Today marks an important step and a moment of pride in sharing the mission to take the retail and service industry in Thailand to the next level, accelerating the economy with strength and stability, and readily leading the organization to new and sustainable growth.”

###################

Details from SET disclosure as follows:

On December 1, 2021, OAL Holding Limited (“OAL”) has exercised its put option to sell 133,545,740 shares in Porto Worldwide Limited (“Porto WW”), equivalent to 67.0 percent, at the price as agreed upon in the Share Purchase Agreement, dated December 11, 2019 (the “SPA”), to Hillborough Group, a subsidiary of the Company. The said acquisition of Porto WW shares by Hillborough Group is in accordance with the obligations stipulated in the SPA which was approved by the Company’s Board of Directors’ Meeting on December 10, 2019 and the Company’s Shareholders’ Meeting on December 19, 2019. In this regard, the Company has notified the Securities and Exchange Commission (“SEC”) and disclosed details of the aforementioned obligations to the investors in the prospectus for the initial public offering of the Company (“Prospectus”)

Details of the share acquisition in accordance with the obligations stipulated in the SPA are as follows:

Expected closing date : Within December 2021

Registered capital of Porto WW : USD 199,322,000

Investment value : up to THB 4,500 million (calculated based on the terms and conditions under the SPA which was disclosed in the Prospectus of the Company)

Proportion of the investment : 133,545,740 shares, equivalent to 67.0 percent of the total shares of Porto WW

Source of funds : the Company’s cash flow and bank facilities

Business type : Investment in 40.0 percent of Grab Taxi Holdings (Thailand) Co., Ltd.

Expected benefit :
The investment in Grab Thailand will be an important part in developing and strengthening the Company’s ecosystem and omnichannel platform as Grab is a leading online-to-offline platform service provider that has a fast growth and expansion of service covering the Southeast Asia region. Particularly in Thailand in which Grab has a variety of services from food delivery to transportation, logistics, hotel and accommodation reservation and financial services, which would support and drive the organization to fully become a digital retail organization and help in furthering the Company’s business in the future.

Furthermore, the Company may also receive additional benefit in the case that Porto WW exercises its one-time right to swap its shares, in part or entirety, in Grab Taxi Holdings (Thailand) Co., Ltd. with the Class A ordinary shares of Grab Holdings Limited (“GHL”) which will be listed on the NASDAQ in the United States of America on December 2, 2021 (U.S. Eastern Time), at the price of USD 6.1629 per share. Whereby Porto WW is able to exercise its share swap right within 60 days from the first business day after the 6-month period after the first day trade of GHL shares on the NASDAQ has lapsed and subject to the terms and conditions of the relevant agreements and information disclosed in the registration statement of GHL (Form F-4). In this regard, if Porto WW exercises its share swap right in entirety, Porto WW will receive approximately 1.06 percent of the total GHL Class A ordinary shares (which is equivalent to the value of THB 14,000 million at the GHL’s IPO price of USD 10.0 per share). In this respect, if Porto WW wishes to exercise its share swap right, the Company will obtain the relevant approvals and proceed in accordance with the relevant regulations.