Nation International Edutainment Public : Notification on Receipt of the Amendment to the Tender Offer for the Securities of Nation International Edutainment Public Company Limited (Form 247-4) No. 1

14 July 2022
Subject:	Notification on Receipt of the Amendment to the Tender Offer for the Securities of
	Nation International Edutainment Public Company Limited (Form 247-4) No. 1
To:	President
	The Stock Exchange of Thailand
Enclosure	Copy of the Amendment to the Tender Offer for the Securities of Nation International
	Edutainment Public Company Limited (Form 247-4) No. 1

Nation International Edutainment Public Company Limited (the "Company") would like to inform that the Company has received a copy of the Amendment to the Tender Offer for the Securities of the Company (Form 247-4) No. 1 from Point of View (POV) Media Group Company Limited, as the Offeror, on 14 July 2022 as detailed in the enclosure.

Please be informed accordingly,

Sincerely yours,

Mr. Kumpol Ruaypom

Chief Financial Officer

	-Translation-
	July 14, 2022
Subject:	Amendment to the Tender Offer for the Securities of Nation International Edutainment
	Public Company Limited No. 1
To:	Secretary-General, The Office of The Securities and Exchange Commission (the "SEC")
	President, The Stock Exchange of Thailand (the "SET")
	Board of Directors of Nation International Edutainment Public Company Limited
	Securities holders of Nation International Edutainment Public Company Limited
Re:	Tender Offer for the securities of Nation International Edutainment Public Company
	Limited (Form 247-4) dated July 1, 2022

As Point of View (POV) Media Group Company Limited (the "Offeror") have submitted the Tender Offer for the Securities of Nation International Edutainment Public Company Limited (the "Company") to the Office of Securities and Exchange Commission, the Stock Exchange of Thailand, the Company, the Board of Directors and Securities Holders of the Company on July 1, 2022, with I V Global Securities Public Company Limited as the Tender Offer Preparer ("Tender Offer Preparer").

Point of View (POV) Media Group Company Limited as the Offerors would like to submit the Amendment to the Tender Offer for the Securities of the Company as attached herewith.

-Translation-

Point of View (POV) Media Group Company Limited as the Offerors would like to submit the Amendment to the Tender Offer for the Securities of the Company No.1 as attached herewith.

Point of View (POV) Media Group Company Limited

-Signed-	-Signed-
……………………………………….	……………………………………….
( Mr. Marut Arthakaivalvatee )	( Mr. Chan Kin Tak)
Authorized Director	Authorized Director
	The Offeror

-Translation-

I V Global Securities Public Company Limited as the Tender Offer Preparer would like to submit the Amendment to the Tender Offer for the Securities of the Company No.1 as attached herewith.

Yours Sincerely,

I V Global Securities Public Company Limited

-Signed-	-Signed-
……………………………………….	………………………………………
( Mr. Pisit Jeungpraditphan, CFA, CAIA )	( Mrs. Sriporn Sudthipongse )
Senior Vice President	President and CEO
Supervisor
Financial Advisory

Tender Offer Preparer

Amendment to the Tender Offer for the Securities of Nation International Edutainment Public Company Limited	No. 1

-Translation-

"This English language translation of the Amendment to the Tender Offer has been prepared solely for the convenience of the foreign shareholders of Nation International Edutainment Public Company Limited and should not be relied upon as the definitive and official document of the Offeror.

The Thai language version of the Tender Offer is the definitive and official document of the Offeror and

shall prevail in all respects in the event of any inconsistency with this English translation."

Amendment to the Tender Offer for the Securities of

Nation International Edutainment Public Company Limited No.1

Note: Additional information (revision) is underlined in red colorand the deleted information is strikethrough

1. Part 1: Section 4 Objectives of the Tender Offer

Original

The Extraordinary General Shareholders' Meeting of the Company No. 1/2022 hold on May 10, 2022 approved the Company to allocate newly issued shares under the specific objective basis in the number of 984,000,000 shares at a par value of THB 1.00 per share at the price of THB 3.30 per share, totaling THB 3,247,200,000, to the specific investors (Private Placement) and on June 22, 2022, the Company has already registered the change of paid-up capital with the Ministry of Commerce for the issuance of newly issued ordinary shares to specific persons. Point of View (POV) Media Group Company Limited ("POV"), a wholly-owned subsidiary of VGI Public Company Limited ("VGI") holding 100% of total issued shares, has acquired the Company's newly ordinary shares through a private placement in the amount of 953,500,000 shares, representing 70.65% of total issued and paid-up shares in the Company and 70.65% of total voting rights in the Company after completion of the Company's offering of newly issued ordinary shares which exceeds 50% of the Company's total issued and paid-up shares capital. Therefore, the Offeror are obligated to make a mandatory tender offer for all securities of the Company in accordance with the Notification of Capital Market Supervisory Board No. TorChor. 12/2554 Re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers (as amended).

The purchase of newly issued ordinary shares of the Company was carried out because the Offeror views that the Company is a company with potential and expertise in store management as the Company has started the business of store management, which is "Turtle Shop", including, managing the merchandising spaces on 3 BTS Skytrain stations which are, namely: St Louis BTS Station, Victory Monument BTS Station and Ploenchit BTS Station, where the Company has been granted the right to manage and operate by VGI since the end of 2021 until present (before receiving additional rights for a total of 31 stations on June 22, 2022 with positive feedback. Moreover, the Company plans to expand its store management business. The Company also has executives and management with amongst the best expertise in retail business, consisting of: Mr. Ian Craig Longden, Chief Executive Officer, who has over 40 years of expertise (25 of which in Thailand) including start-ups, brand building, roll-outs and turnarounds for both brick and mortar and online selling; Mr. Surawoot Tankarnjananurak, Chief Commercial Officer, who is a specialist in category management and space, range and display for over 20 years, and; Mr. Yotin Thavikulwat, Chief Operations Officer, who is an expert in property development, leasing, and operations for over 25 years. All three executives have experience in working for companies listed on the Thai stock market and are aware of the responsibilities this entails.

In this regard, the Offeror does not have policy to make any material changes to the Company's core business within 12 months after the end of the Offer Period as described in detail in Part 3 Clause 2: Operational Plan after the Company Takeover.

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