SAHA PATHANA INTER-HOLDING Tender Offer for Securities of Thanulux Public Company Limited | Form 247-4 |
- Translation -
Tender Offer for Securities
(Form 247-4)
Of
Thanulux Public Company Limited
The Offeror
Saha Pathana Inter-Holding Public Company Limited
Bangkok Bank | Bualuang Securities |
Public Company Limited | Public Company Limited |
Tender Offer Preparer | Tender Offer Agent |
(Translation)
Ref: CF. 328/2565
27 May 2022
Subject: | Submission of the Tender Offer for the Securities of Thanulux Public Company Limited (Form 247-4) |
To: | Secretary-General, the Office of the Securities and Exchange Commission |
President, the Stock Exchange of Thailand | |
Board of Directors of Thanulux Public Company Limited | |
Securities Holders of Thanulux Public Company Limited |
Enclosure: Tender Offer for the Securities of Thanulux Public Company Limited (Form 247-4)
Reference is made to the Board of Directors' Meeting of Saha Pathana Inter-Holding Public Company Limited ("SPI" or the "Offeror") No.1 (Board#29) held on 16 May 2022, which resolved to approve SPI to purchase the ordinary shares of Thanulux Public Company Limited ("TNL" or the "Business") with the amount of 50,176,100 shares equivalent to 41.81 percent of the total issued and paid-up ordinary shares of the Business and of the total voting rights of the Business from some of existing shareholders ( the "Transaction") as detailed in the Information Memorandum regarding the Acquisition of Assets previously disclosed by SPI to the Stock Exchange of Thailand on 17 May 2022. According to the completion of the Transaction on 17 May 2022, SPI has held 80,096,920 shares equivalent to 66.75 percent from previously
24.93 percent of the total issued and paid-up ordinary shares of the Business and of the total voting rights of the Business, crossing the trigger point for obligation to make a tender offer for the entire securities of the Business (Mandatory Tender Offer) pursuant to the Notification of the Capital Market Supervisory Board No. TorChor. 12/2554 Re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers dated on 13 May 2011 (as amended) (the "Tender Offer").
With reference to this letter, Bangkok Bank Public Company Limited, as the tender offer preparer, would like to submit the Tender Offer for the Securities of the Business (Form 247-4) to the Office of The Securities and Exchange Commission, the Stock Exchange of Thailand, the Business, and the securities holders of the Business for the consideration in connection with this Tender Offer.
Yours Sincerely,
- Mr. Prasert Deejongkit -
(Mr. Prasert Deejongkit)
Executive Vice President and Manager of
Corporate Finance Department, Merchant Banking Division
Bangkok Bank Public Company Limited
Tender Offer Preparer
Bangkok Bank Public Company Limited, ID of business 0107536000374
333 Silom Road, Bangrak, Bangkok 10500 Tel: 0-2231-4333 Fax 0-2231-4890www.bangkokbank.com
Tender Offer for Securities of Thanulux Public Company Limited | Form 247-4 | ||
Table of Content | |||
Part 1 | Significant Elements of the Tender Offer | ||
Part 2 | Details of the Offeror | ||
Part 3 | Details of the Business | ||
Part 4 | Additional Details of the Tender Offer | ||
Part 5 | Certification of the information | ||
Attachment | |||
1 | Confirmation Letter on Source of Funds Available for the Tender Offer | ||
2 | Tender Offer Acceptance Procedure and Forms | ||
(1) | Tender Offer Acceptance Procedures | ||
(2) | Tender Offer Acceptance Form | ||
(3) | Power of Attorney for Tender Offer Acceptance | ||
(4) | Form for Declaration of Cost of Tendered Securities | ||
(5) | Amending Securities Holder Records | ||
(6) | Securities transfer to/from Issuer Account with Participant | ||
3 | Tender Offer Revocation Procedure and Forms | ||
(1) | Tender Offer Revocation Procedures | ||
(2) | Tender Offer Revocation Form | ||
(3) | Power of Attorney for Tender Offer Revocation | ||
(4) | Securities transfer to/from Issuer Account with Participant | ||
(5) | Application for Withdrawing from the Participant Account | ||
4 | Tender Offer Acceptance Procedure and Forms for NVDR | ||
(1) | Tender Offer Acceptance Procedures for NVDR | ||
(2) | Tender Offer Acceptance Form for NVDR | ||
(3) | Power of Attorney for Tender Offer Acceptance for NVDR | ||
(4) | Form for Declaration of Cost of Tendered Securities for NVDR | ||
Tender Offer for Securities of Thanulux Public Company Limited | Form 247-4 |
Tender Offer for the Securities of Thanulux Public Company Limited
(This Tender Offer, Offer Price, and Offer Period are the final offer
which will not be amended subject to the condition specified in Section 8)
To | Securities Holders of Thanulux Public Company Limited |
We, Saha Pathana Inter-Holding Public Company Limited ("SPI" or the "Offeror"), hereby offer to purchase all of the remaining shares of Thanulux Public Company Limited ("TNL" or the "Business") in the total of 39,903,080 shares, equivalent to 33.25 percent of the total issued and paid-up ordinary shares of the Business and of the total voting rights of the Business (excluding those shares held by the Offeror) in accordance with the following terms and conditions (the "Tender Offer").
Part 1
Significant Elements of the Tender Offer
- Date of Submission of the Tender Offer 27 May 2022
-
Name of the Offeror
Saha Pathana Inter-Holding Public Company Limited - Name of the Tender Offer Preparer
Bangkok Bank Public Company Limited (the "Tender Offer Preparer") - Objectives of the Tender Offer
Reference is made to the Board of Directors' Meeting of SPI No.1 (Board# 29) held on 16 May 2022, which has resolved to approve the SPI to purchase the ordinary shares of the Business amount up to 50,176,100 shares (Fifty Million One Hundred Seventy-Six Thousand One Hundred shares) or equivalent to 41.81 percent of the total issued and paid-up ordinary shares of the Business and of the total voting rights of the Business from some of the Business's securities holders ( collectively as the "Transaction") as detailed in the Information Memorandum regarding the
Acquisition of Assets previously disclosed by SPI to the Stock Exchange of Thailand on 17 May 2022.
According to the completion of the Transaction on 17 May 2022, SPI has held 80,0 9 6 ,920 shares (Eighty Million Ninety-Six Thousand Nine Hundred Twenty shares) in the Business, equivalent to 66.75 percent from previously 24.93 percent of the total issued and paid-up ordinary shares of the Business and of the total voting rights of the
Part 1 Page 1
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Saha Pathana Inter-Holding pcl published this content on 27 May 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 May 2022 10:41:58 UTC.
