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Partial Tender Offer To Purchase Securities
Form 247-4 (TRANSLATION)
-TRANSLATION-
The English Translation of Tender Offer document has been prepared solely for
the convenience of
foreign shareholders of Supalai Public Company Limited and should not be
relied upon as the definitive
and official Tender Offer document of the Tender Offeror. The Thai language
version of the Tender
Offer document is the definitive and official document of the Tender Offeror
and shall prevail in all
aspects in the event of any inconsistency with this English Translation.
Tender Offer to Purchase Securities of
Supalai Public Company Limited
(The Offer and the Tender Offer Period stated herein are final and will not be
amended)
Dear Securities Holders:
I, Mr. Prateep Tangmatitham (or the "Tender Offeror" or the "Offeror"), hereby
offer to purchase the
securities of Supalai Public Company Limited (the "Company") with details as
follows:
Part I
Significant Elements of the Tender Offer
Date of Submission of the Tender Offer
February 27, 2009
Name of the Offeror
Mr. Prateep Tangmatitham
Name of the Preparer of the Tender Offer
Trinity Securities Company Limited ("Trinity" or "Tender Offer Agent")
Objectives of the Tender Offer
The Offeror, who is currently the President of the Company, intends to
increase his share holding
proportion in the Company, which may help encouraging investors' confidence in
investing in the
Company's shares and offer another option to exit for some shareholders who
were adversely impacted
by the current economic crisis.
After the Partial Tender Offer, the Offeror has no intention to significantly
change the Company's policy
and operation.
Type, Class and Ratio of Securities to be Purchased
The Offeror is offering to purchase no more than 60,000,000 ordinary shares of
the Company,
representing 3.50 percent of the paid-up ordinary shares of the Company, and
representing 3.76 percent
of all the Company's voting rights which has been adjusted by 118,990,300
shares of the Share
Repurchase Program as of January 31, 2009
Offering Price
The offering price for the ordinary share is THB 2.12 (Two Baht and Twelve
Satang) per share. Each
tender offeree ("Offeree" or "Tender Offeree") shall be obligated to pay the
brokerage commission fee at
the rate of 0.25 percent of the offer price, with the minimum brokerage
commission fee of THB 50, and
the Value Added Tax ("VAT") of 7.00 percent of the brokerage commission fee.
In addition, the Offeree
is subject to the share return fee of THB 50 per transaction in case that
those Tender Offerees can sell not all of the shares which they intend to sell
as stated in Clause 11.2.
Because this Partial Tender Offer offers to purchase in part of the Company's
securities, net price to be received by each Tender Offerees in each scenario
will be different as follows:
If the tendered shares are less than or equal to 60,000,000 shares, all of the
Tender Offerees will be able to sell all of the shares which they tender. The
net selling price/amount in each scenario can be calculated as the following:
- In case that the brokerage commission fee which is calculated at 0.25
percent of the offering price is more than the minimum fee of THB 50, the net
selling price to be received by the Tender Offeree will be 2.114329 for each
ordinary share which is calculated from the offering price of THB 2.12
per share minuses the brokerage commission fee of 0.25 percent of the offering
price and Value Added Tax of 7.00 percent of the brokerage commission fee.
- In case that the brokerage commission fee which is calculated at
0.25 percent of the offering price is less than the minimum amount of THB 50,
the net selling amount to be received by the Tender Offeree will be calculated
from the offering price of THB 2.12 per share minuses the minimum brokerage
commission fee of THB 50 and Value Added Tax of 7.00 percent of the brokerage
commission fee.
If the tendered shares are more than 60,000,000 shares, all of the Tender
Offerees who can sell only some of the shares which they tender due to the
share allocation specified in Clause 11.2, will receive the remaining shares
in return. The net selling price/amount in each scenario can be calculated as
the following:
- In case that the brokerage commission fee which is calculated at 0.25
percent of the offering price is more than the minimum amount of THB 50, any
investor who will receive share return (the remaining shares after the share
allocation) will receive the net selling price which can be calculated
from the offering price of THB 2.12 per share minuses the brokerage
commission fee of 0.25 percent of the offering price and Value Added Tax of
7.00 percent of the brokerage commission fee. Furthermore,that investor shall
be also obligated to the share return fee of THB 50 per transaction for share
return.
- In case that the brokerage commission fee which is calculated at
0.25 percent of the offering
price is less than the minimum amount of THB 50, any investor who will be
received share return (the remaining shares after the share allocation) will
receive the net selling amount which can be calculated from the offering price
of THB 2.12 per share minuses the minimum brokerage commission fee of THB
50 and Value Added Tax of 7.00 percent of the brokerage commission fee.
Furthermore, that investor shall be also obligated to the share return fee of
THB 50 per transaction for share return.
Moreover, such offering price is:
( ) the final offer which may not be changed unless falling within the
conditions stated in Clause 8
( ) not the final offer and the Offeror may change the Offer Price
Under the Thai Revenue Code, a selling Tender Offeree that is a foreign
juristic person who is not residing or has business operations in the Kingdom
of Thailand ("Thailand") and is not a resident or incorporated in a country
that has entered into double taxation treaty with Thailand relating to the
waiver of withholding of income tax on capital gains, will be subject to a 15
percent withholding tax.
Such withholding tax is calculated on the capital gains from the sale of
shares (the difference between the tender offer price and the amount the
Offeree originally paid for the tendered shares). Such Offeree must declare
the amount originally paid for the tendered shares to the Tender Offer Agent
per the form attached in Appendix A3 or Appendix B3. If the Offeree fails to
declare the cost basis and submit proper evidence of the cost basis, the
Tender Offer Agent must determine the withholding tax based on the
entire proceeds of the sale of shares and deduct the withholding tax
accordingly.
Tender Offer Period
The Tender Offer Period will be a total of 25 business days from March 2, 2009
to April 3, 2009
during the business hours of 9:00am to 4:00pm. Such tender offer period is
( ) the final period which may not be extended unless falling within the
conditions stated in Clause 8.
( ) not the final period and may be extended by the Offeror.
Note: For all NVDR holders, please submit the Tender Offer Acceptance Form and
supporting documents
at least two business days prior to the final day of the Tender Offer Period.
Conditions for change in the Tender Offer
( ) None
( ) Conditions for change in the Tender Offer are as follows
( The Offeror may reduce the offer price or extend the tender offer period if
any event or action having materially adverse effect on the Company's status
or assets occurs during the tender offer period.
( The Offeror may change the offer or extend the tender offer period to
compete with another person if that person has submitted a tender offer for
securities of the Company during the tender offer period.
Conditions for Cancellation of the Tender Offer
The Offeror may cancel the Tender Offer upon the occurrence of one or more of
the following events :
9.1 Any event and/or action occurring after the acceptance of the Tender
Offer by the SEC but before the end of the Tender Offer period, which has or
may have a material adverse effect in the Target's status, financial status,
or assets, and where such event or action is not the result of the
Offeror's actions or actions under the responsibility of the Offeror.
Any action conducted by the Company after the acceptance of tender offer by
the SEC but before the end of the tender offer period, which has caused a
material decrease in the value of the Company's ordinary shares.
Period that Securities Holders Can Revoke Their Tendered Shares
The Offeree may revoke their tendered shares during the hours of 9:00am to
4:00pm on business days during the period of March 2, 2009 to March 27, 2009
(or 20 business days from the beginning date of the Tender Offer Period). The
Offeree may notify the revocation at the office of the Tender Offer
Agent.
Allocation of Shares in Case Tendered Amount is Greater or Smaller than
Offered Amount
The Tender Offeror shall purchase no more than 60,000,000 shares.
11.1 If the total number of shares tendered by the Tender Offerees is less
than or equal to the
maximum number of shares offered by the Tender Offeror, the Tender Offeror
shall purchase all of those
tendered shares.
11.2 If the total number of shares tendered by the Tender Offerees is more
than the maximum number of shares offered by the Tender Offeror, the Tender
Offeror shall allocate the number of shares to be purchased from each Offeree
on a pro-rata basis. The Tender Offeror may, following such pro-rating
allocation, adjust the number of shares to be purchased from each Tender
Offeree in such manner that the number of shares unable to be sold by each
Tender Offeree will not be in odd-lot.
If the odd-lot is less than 50 shares, the Tender Offeror shall reduce its
number to zero.
If the odd-lot is equal or more than 50 shares, the Tender Offeror shall
increase its number to 100 shares (but not more than the number of shares
which the Tender Offeree accepted to sell).
However, if those reductions or increases cause the shortfall or excess from
the maximum number of
shares offered by the Tender Offeror, the Tender Offerer reserves the right to
adjust the allocation
subject to his own consideration.
12. Source of Funds to Finance the Tender Offer
If all the 60,000,000 shares have been tendered at the Offer Price of THB 2.12
per share, the Offeror will require a total amount of THB 127,200,000. The
Offeror has received an offer for loan facility from Siam Commercial Bank
Public Company Limited at the amount of THB 112,000,000 as shown in the
Confirmation Letter of Source of Funds in Appendix D at the end of this form
and the remainder of THB 15,200,000 is from the Offeror's personal fund.
13. Name of Tender Offer Agent
Name : Trinity Securities Company Limited
Department : Operation Department
25th Floor, Bangkok City Tower
Address :
179 South Sathon Road
Sathon, Bangkok 10120
Contact Person : Ms. Kulnada Rujjanavate Tel: (+66)-2-343-9500
ext. 603 or
Mr. Phitsanu Taengthong Tel: (+66)-2-343-9500 ext. 605 or
Ms. Sunisa Rodlak Tel: (+66)-2-343-9500 ext. 607
Fax : +66-2-286-4555
Payment Date : April 9, 2009
Part 2
Information with regard to the Tender Offeror
Details of the Tender Offeror
General Information
Name : Mr. Prateep Tangmatitham
Address : 780/342 Charoenkrung road,
Bangkorlam, Bangkok
Telephone : 02-725-8888
Fax : 02-683-2177
Registration Number : 3100200447924
Business Information and Other Details
Nature of Business
The Tender Offer is now the major shareholder, the Chairman of Board, and the
President of the
Company and he is also the Chairman of Board and/or the Director of its
subsidiaries. In addition, he is
the Honorable President of Thai Condominium Association.
Criminal records over the preceding five years of the Offeror and/or of a
person authorized to bind the
Offeror
- None Applicable-
Pending litigation of the Offeror and/or their executives
- None Applicable-
Information on the Tender Offer Preparer
Name : Trinity Securities Company Limited
25-26,29th Floor, Bangkok City Tower
Address :
179 South Sathon Road
Sathon, Bangkok 10120
Telephone : (02) 286-3999
Fax : (02) 286-6333
Information on Other Advisor (If any)
- None Applicable-
Relationship Between the Tender Offeror and the Company, Major Shareholders or
Directors
of the Company
Summary of Contracts/ Agreements/Memorandum of Understanding Made by the Tender
Offeror Prior to the Submission of the Tender Offer for the Purpose of Buying
and Selling the
Company's Securities, Irrespective of Whether such
Contracts/Agreements/Memorandum of
Understanding were Entered into for the Purpose of Buying and Selling the
Securities Under
the Tender Offer
- None Applicable-
Shareholding, Either Direct or Indirect, by the Tender Offeror or Its
Authorized Persons in
the Company or the Company's Major Shareholders
As of February 24, 2009, the Offeror and the person(s) referred to in section
258 of SEC Act of the Offeror hold 427,221,244 shares, representing 24.89
percent of the Company's total paid-up shares and representing 26.74 percent
of the Company's voting rights adjusted by Share Repurchase Program as of
January 31, 2009.
Shareholding, Either Direct or Indirect, by the Company or Its Major
Shareholders in the Tender Offeror Prior to the Acquisition of the Company's
Shares
- None Applicable-
Other Relationships
The Offeror is the Chairman of Board and the President of the Company. And he
is the husband of Mrs.
Ajchara Tangmatitham, who is the Director and the Executive Vice President of
the Company.
Other Relevant Information to Support the Securities Holders' Decision Making
Securities Held by the Tender Offeror Before Making the Tender Offer and
securities which
will be held by the Tender Offeror in according to any contract or agreement
Ordinary Shares (As of February 24, 2009)
Name Types of Number of
% of % of
Shares Shares
Paid-up Voting
Shares Rights
I. The Offeror Ordinary 322,451,344
18.78 20.18
II. Person in the Same Group as the
Offeror
- None Applicable-
III. Persons under Section 258 of the
persons specified in I and II
1. Mrs. Ajchara Tangmatitham Ordinary 90,188,200
5.25 5.65
2. Haadyai Nakarin Company Ordinary 14,581,700
0.85 0.91
Limited
Total 427,221,244
24.89 26.74
Other Convertible Securities
- None Applicable-
Source of Funds for Purchase of Securities by the Tender Offeror
If all the 60,000,000 shares have been tendered at the Offer Price of THB 2.12
per share, the Offeror will
require a total amount of THB 127,200,000. The Offeror has received an offer
for loan facility from Siam
Commercial Bank Public Company Limited at the amount of THB 112,000,000 as
shown in the
Confirmation Letter of Source of Funds in Appendix D at the end of this form
and the remainder of THB
15,200,000 is from the Offeror's personalfund.
Trinity Securities Company Limited, as the Tender Offer Preparer, has
considered the financial status of
the Offeror and deemed that the Offeror has sufficient funds to make and
complete this Tender Offer.
Share Sale Plan
The Offeror has no intention to sell or transfer any significant amount of the
Company's shares, both
which he has been holding before the Tender Offer and which he will held after
the Tender Offer, within
the period of 12 months from the end of the Tender Offer Period, except if the
Offeror is obliged to
comply with any legal and/or regulatory requirements then in force from
governmental or regulatory
authorities who have jurisdiction over the operations of the Offeror or the
share transfer within the group
companies of the Offeror for rationalization purposes of shareholding
structure inside the corporate
group.
Other Essential Information.
5.4.1 Share Repurchase Program of the Company
As of September 3, 2008, Board of Director of the Company approved the share
repurchase program
with the number of shares to be repurchased is 120,000,000 shares. The
repurchase period started on
September 18, 2008 and will be ended on March 17, 2009
As of February 20, 2009, the Share Repurchase Program has completed since the
Company has already
repurchased 120,000,000 shares as planned. Consequently, the percent of the
number of shares held by
the Tender Offeror and the person(s) referred to in section 258, SEC Act, and
their voting rights will
change to be as follows:
% of Voting Right
Number
after the repurchase
of Shares
program
Tender Offer 60,000,00
3.76
Shares 0
Shares held by
the Tender
Offeror and the
person(s)
referred to in
487,221,2
section 258, SEC
30.52
44
Act, if the
Tender Offeror
can purchase all
of 60,000,000
shares
Dividend Payment of the Company
The Tender Offer Period may be in the same period of the dividend payment
announcement of the
Company. The Company's dividend payout policy is set to payout approximately
45 percent of its net
profit after tax (if the Company has retained loss, it may not be able to
payout dividend according to its
conditions)
Part 3
Details of the Company
Company Profile
Nature of Business
Supalai Public Company Limited (the "Company") was established on June 26,
1989 to develop both residential and commercial properties and its shares were
listed to be publicly traded in Stock Exchange of Thailand on November 17,
1993. In 2002, it was certified international standard ISO 9001 (1994) for
its quality standard, covering full production chain from product to delivery.
The Company's objective is to "ensure high quality layout, design,
construction, and after-sales service" with which it can make sure
that every process must be inspected for the highest standard before being
delivered to its customers.
These are the crucial factors to win customer confidence. The Company was also
certified ISO 9001:2000 for both of its low and high-rise projects. On 22
December 2005, it won 2 Energy Conservation Award and later in 2007, it won
"Energy Conservation Home Design Award" from Department of Alternative Energy
Development and Efficiency, Ministry of Energy
As of 31 December, the Company has 4 subsidiaries (Group), all of which
operate property-related business. They are:
Supalai Property Management Company Limited ("SPM"). Supalai holds 99.89
percent of registered capital of THB 20 million. The subsidiary manages and
operates hotel, restaurant, villa and property project and it currently
manages the Supalai Pasak Resort Hotel.
Haadyai Nakarin Company Limited ("HN"). Supalai holds 49.89 percent of
registered capital of THB 191.5 million. The subsidiary operates real estate
business in Haadyai and Songkhla, which are areas with high
potential. It currently develops Asean Trade Center, a business complex, 1
middle-end condominium
projects, and 2 residential housing projects.
Supalai Northeast Company Limited ("SPN"). Supalai holds 98.77 percent of
registered capital of THB
335.45 million. The subsidiary operates real estate business in Northeastern
of Thailand. It currently
operates 2 residential housing projects in Khonkhaen.
Phuket Estate Company Limited ("PE"). Supalai holds 69.45% of registered
capital of THB 153.63 million.
It develops weekend villa for long-term lease and operates hotel in Phuket.
In the meantime, the group has expanded its property-related businesses to
cover all of property-related products, which are residential housing
projects, condominium projects, rental office projects and
property management services.
Shareholding Structure of the Group as of January 31, 2009
Prateep Tangmatitham Family Hold Supalai Public Company Limited 24.89%
Supalai Property Management 0.004% Phuket Estate Co.,Ltd.3.82% Supalai
Northeast Co.Ltd.0.13% Haadyai Nakarin Co.,Ltd.5.40%
Supalai Public Company
Limited Hold Supalai Property management 99.89% Phuket Estated Co.,Ltd.69.45%
Supalai Northeast Co.,Ltd. 98.77% Haadyai Nakarin Co.,ltd. 46.89%
* The remaining shares are hold by Mr. Chuan Tangmatitham
and family, 4.65%, and by other persons and juristic persons who are not
related to Mr. Prateep Tangmatitham.
Summary of Financial Position and Operational Performance1
(Unit: THB Million)
2008 2007
2006 2005
Consolida Consolida
Consolida Consolida
ted ted
ted ted
Company Company
Company Company
6,940.84 7,373.19
Asset 12,958.83 13,473.32 10,081.83 10,623.18
7,743.88 8,310.71
3,571.27 3,753.61
Liabilities 7,978.16 8,182.69 5,670.45
5,832.83 3,675.13 3,846.95
3,369.57 3,391.09
Equity 4,980.67 5,030.57 4,411.38
4,529.10 4,068.75 4,206.83
1,770.00 1,770.00
Registered Capital 1,770.00 1,770.00 1,770.00
1,770.00 1,770.00 1,770.00
Paid-up Capital2,3
1,246.15 1,246.15
1,716.55 1,716.55 1,601.82
1,601.82 1,570.47 1,570.47
3,270.50 3,503.82
Revenue 5,924.59 6,241.55 4,643.57
4,976.91 4,414.67 4,693.94
Expense4
3,255.55 2,280.57 2,467.46
4,073.20 4,361.78 3,378.68
3,683.96 3,077.08
792.14 830.86
Net Profit(Loss) 1,096.30 1,068.75 836.69
816.34 861.68 880.08
0.65
Net Income(Loss) per Share
0.67 0.65 0.53
0.51 0.58 0.60
(THB)5
0.65
0.25
n/a n/a 0.25
0.25 0.27 0.27
Dividend per Share (THB)6
0.25
2.72
2.90 2.93 2.75
2.83 2.59 2.68
Book Value per Share (THB)
2.70
Note:
The holders of the Company's securities can view the Company's audited
financial statements from SEC
website at www.sec.or.th or on SET website at www.set.or.th.
Changes in the Company's paid-up capital in 2006 were caused by the
exercise of rights to purchase its
ordinary shares by the holders of its ESOP warrant (SPALI-WB), SPALI-W2,
and SPALI-W3.
Changes in the Company's paid-up capital in 2007 and 2008 were caused by
the exercise of rights to
purchase its ordinary shares by the holders of its ESOP warrant
(SPALI-WB), and SPALI-W3.
Expense excludes interest expense and corporate income tax.
Net Income per Share is based on Basic Net Income per Share for each
period ending.
In fiscal year 2008 the Company has paid interim dividend of THB 0.15 per
share, but it has not yet paid
dividend after the end of the fiscal year.
Shareholding Structure
List of Major Shareholders as of January 29, 2009 are as follows:
Shareholding Structure before Tender
Offer
Name of Shareholder Number of
% %
Shares
Held Shares Voting
Held2 Rights3
(Shares)
1
Mr. Prateep Tangmatitham's Group
427,221,244 24.89 26.74
Thai NDVR Company Limited
210,322,798 12.25 13.17
0.004
Supalai Public Company Limited
118,339,200 6.89
SOMERS (U.K.) LIMITED
64,961,600 3.78 4.07
RAFFLES NOMINEES (PTE) LIMITED
47,080,000 2.74 2.95
FORTIS GLOBAL CUSTODY SERVICES N.V.
38,000,000 2.21 2.38
Ms. Nillawan Wipattanakitcharoen
36,176,416 2.11 2.26
CITIBANK NOMINESS SINGAPORE PTE LTD-UBS AG
31,670,048 1.84 1.98
LONDON BRANCH-NRBS IPB CLIENT SEG
Mrs. Kunthong Udommahuntisok
14,000,000 0.82 0.88
Mrs.Arunee Assvanichakorn 8,827,180
0.51 0.55
Total 996,598,486
58.06 54.97
Source: Supalai Public Company Limited
Note:
Mr. Prateep Tangmatitham, his family, person(s) who was referred to in section
258 of SEC Act and the
others related parties which are 1). Mr. Prateep Tangmatitham 2). Mrs. Ajchara
Tangmatitham 3).
Haadyai Nakarin Co.,Ltd. were holding 322,451,344 shares, 90,188,200 shares
and 14,581,700 shares,representing 18.79 percent, 5.25 percent ,and 0.85
percent consecutively.
As of January 31, 2009, number of the Company's paid-up shares was
1,716,553,249.
% Voting rights are based on number of shares that had voting right as of
January 31, 2009 which was 1,597,562,949 (adjusted by the number of shares
repurchased as of that day which was 118,990,300)
The shares which are from Share Repurchase Program have no voting right.
List of Shareholders After the Tender Offer
In the event that the Tender Offeror can purchase all 60,000,000 shares, he
will held 487,221,244
shares, representing 28.38 percent of the Company's paid up shares and 30.50
percent of its voting right
as of January 31, 2009.
The Company's Board of Directors According to the most recent Director
Register and the
Expected List of Directors of the Company after the Tender Offer
Board of Directors Before the Tender Offer as of February 24, 2009
Name Position
Mr. Prateep Tangmatitham Chairman of Board and President
Mrs. Ajchara Tangmatitham Director and Executive Vice
President
Mr. Atip Bijanonda Director and Deputy Managing
Director
Mr. Prasas Tangmatitham Director
Mr. Virach Aphimeteetamrong Independent Director
Mr. Prasob Snongjata Independent Director
Mr. Prakit Pradipasen Chairman of Audit Committee and
Independent Director
Mrs. Pikul Hanhathya Independent Director and Audit
Committee
Mr. Anant Gatepithaya Independent Director and Audit
Committee
Board of Directors After the Tender Offer
After the tender offer, the Offeror has no plan to change the board of
directors.
The Highest and Lowest Price of the Company's Share in Each Quarter During the
Past Three
Years
Year Quarter Highest & lowest price
(THB per share)
Lowest price
Highest price
2008 Jan. - Mar. 3.26 3.84
Apr. - Jun. 2.76 4.00
Jul. - Sep. 2.56 3.18
Oct. - Dec. 1.45 2.80
2007 Jan. - Mar. 3.10 3.72
Apr. - Jun. 3.28 3.62
Jul. - Sep. 3.44 4.50
Oct. - Dec. 3.36 3.94
2006 Jan. - Mar. 2.44 3.42
Apr. - Jun. 2.26 3.48
Jul. - Sep. 2.48 3.34
Oct. - Dec. 2.94 4.16
Source: The Stock Exchange of Thailand
Business Plan After the Takeover
The Company Status
The Offeror intends to maintain the Company's listing status on the Stock
Exchange of Thailand.
Business Operation Policies and Plans
The Offeror is currently in positions of Chairman of Board and President of
the Company, which manages
the Company under its policy approved by the board of directors. Therefore,
the Offeror has no intention
to significantly change the Company's policy and business plan over the period
of 12 months following
the completion of the Tender Offer.
Nonetheless, the Offeror may revise the Company's policy and business plan if
any circumstance which
significantly impacts on the Company's operation is occurred or the Offeror is
required to comply with
any legislation or regulation to which the Company and its subsidiaries are
related.
Connected Transactions
After the Tender Offer completed, the Tender Offer and person(s) referred to
in section 258 of SEC Act
have neither intention to increase the number of such transactions
significantly nor plan to change it
materially.
During 2008, The Company had connected transactions with the Offeror as
following:
The Tender Offeror Connected transaction Value (Million
Value (Million THB)
or his related person with the Company THB)
2007
2008
The Tender Offeror Guarantee for the 12..000
12.000
Company's loan
- 11 -
Partial Tender Offer To Purchase Securities
Form 247-4 (TRANSLATION)
Haadyai Nakarin Co., Ltd Loan to - -
10.000
Parent Company
Interest Receivable - -
0.013
Parent Company
Other Payable - -
1.605
Parent Company
*Haadyai Nakarin Co., Ltd, a subsidiary of the Company, has provided credit
facilities, up to THB 60
million, to the Company and the Company's subsidiaries.
Part 4
Additional Details of the Tender Offer
Offer Acceptance Procedure
To accept the Tender Offer, a Tender Offeree must comply with the following
procedures:
Complete and clearly sign both sections of the "Tender Offer Acceptance Form
of Supalai
PCL" as set forth in Appendix A2 for ordinary shares or B2 for NVDR
Enclose the following supporting documents
If shares are held in the form of share certificates, all share certificates
must be endorsed with the
signature of the Offeree in the column labeled "Signature of the Transferor"
on the back of each share
certificate. The endorsed share certificates must be submitted along with
three copies of the duly signed
supporting documents mentioned in Clause 1.2.3 below.
The Offeree must submit the said endorsed share certificates and documents to
the Tender Offer Agent
at its office during the business days and times as specified in Clause 1.3.1
below. If the share
certificates are lost or missing, the Offeree must contact the Thailand
Security Depository Co., Ltd.
("TSD") for reissuance of the share certificates. Because the reissuance
process by TSD may take up to
approximately two weeks, the Offeree should allow sufficient time to contact
the TSD in advance of the
end of the tender offer period.
If shares are held in the form of scripless shares deposited with the TSD, the
Offeree must
contact the relevant securities broker and submit the support documents to
transfer the tendered
scripless shares into the following account of the Tender Offer Agent :
For a Thai Shareholder
Account Name : Trinity Securities Company Limited for Tender Offer
Account Number : 022-000000015-9
For a Foreign Shareholder or NVDR Holder
Account Name : Trinity Securities Company Limited for Tender Offer
Account Number : 022-000000015-9
Supporting documents required are as follows :
Individual
Thai Individual : A certified copy of his/her Identification Card or Civil
Servant Identification Card or
State Enterprise Employee Card (in the case of a Civil Servant Identification
Card or a State Enterprise
Employee Card, a certified copy of his / her house registration is also
required).
Foreign Individual : A certified copy of his / her Alien Certification or
passport.
Juristic Person
Thai Juristic Person : A copy of company affidavit issued by the Ministry of
Commerce, not more than
12 months prior to the last day of the Tender Offer period, certified by
authorized signatory(ies) of the
juristic person and affixed with the company seal (if applicable); and
A certified copy of the Identification Card or Civil Servant Identification
Card or State Enterprise
Employee Card of the authorized signatory(ies). In the case of the Civil
Servant Identification Card or
State Enterprise Employee Card is provided without the Identification Number,
a certified copy of his/her
house registration is also required. If the authorized signatory(ies) is a
foreigner, a certified copy of
his/her Alien Certification or passport is required.
For a Foreign Juristic Person : A copy of the certificate of incorporation,
memorandum of association,
and the company affidavit (or equivalent corporate documents), issued by the
authorized regulatory
body of the country where the juristic person is established and issued not
more than 12 months prior to
the last day of the Tender Offer period (all of such corporate documents must
be certified by the
authorized signatory(ies) of the juristic person and a certified copy(ies) of
passport(s) of the authorized
signatory(ies), including the specimen of the director(s)'s or authorized
signatory(ies)'s signature(s) is
required.
All of the above documents must be certified by a notary public or any other
authorized agency in the
country where the documents were prepared and then authenticated by an
official of the Thai Embassy
or the Thai Consulate in the country where the documents were prepared. The
authentication must not
be issued more than 12 months prior to the last day of the Tender Offer period.
- For a Foreign Juristic Person carrying business outside Thailand
In case the Offeree is not residing in a country which has a tax treaty with
Thailand or the Offeree is
residing in such a country but is not exempt from applicable withholding tax
liability, such Offeree is
required to declare the cost basis for the shares for withholding tax
purposes, which amount to a 15%
(Fifteen Percent) tax on the capital gain (the difference between the Offer
Price and the cost basis), by
completing and submitting a "Confirmation of Securities Cost Form," which is
attached as Appendix A3
for ordinary shares and Appendix B3 for NVDRs, together with evidence
demonstrating the cost basis. If
the Offeree fails to declare the cost basis and submit proper evidence of the
cost basis, the Tender Offer
Agent will determine the amount of the withholding tax on the basis of the
entire proceeds from the sale
of the securities and deduct the tax accordingly.
Where the Offeree is represented by an authorized representative
Additional documents required are the power of attorney appointing the
authorized representative, as
stated in Appendix A4 for ordinary shares or Appendix B4 for NVDR, affixed
with applicable stamp duty
of THB 10 and a certified copy of identification documents specified in Clause
1.2.3 as the case may be.
Other documents that the Tender Offer Agent may require
For inquiries regarding to the Tender Offer Acceptance Procedure, please
contact the Office of the
Tender Offer Agent at:
Operation Department
Trinity Securities Company Limited
25th Floor, Bangkok City Tower
179 South Sathon Road
Sathon, Bangkok 10120
Ms. Kulnada Rujjanavate Tel: (+66)-2-343-9500 ext. 603 or
Mr. Phitsanu Taengthong Tel: (+66)-2-343-9500 ext. 605 or
Ms. Sunisa Rodlak Tel: (+66)-2-343-9500 ext. 607
Fax : +66-2-286-4555
Submission of the Tender Offer Acceptance Form
The Offeree shall submit the completed Tender Offer Acceptance Form together
with the required
documents during business days from March 2, 2009 to April 3, 2009 (both days
is inclusive) from
9:00am to 4:00pm at
Share Certificate
The Offeree shall submit the completed Tender Offer Acceptance Form together
with the required
documents at the Tender Offer Agent's office which is
Operation Department
Trinity Securities Company Limited
25th Floor, Bangkok City Tower
179 South Sathon Road
Sathon, Bangkok 10120
Ms. Kulnada Rujjanavate Tel: (+66)-2-343-9500 ext. 603 or
Mr. Phitsanu Taengthong Tel: (+66)-2-343-9500 ext. 605 or
Ms. Sunisa Rodlak Tel: (+66)-2-343-9500 ext. 607
Fax : +66-2-286-4555
The Tender Offer Agent will not accept any documents that are submitted by
mail in
connection with the Tender Offer.
For share certificates, Tender Offer Acceptance Forms are considered completed
only after the TSD has
inspected and approved the share certificates. If the share certificates have
been rejected by the TSD,
the Tender Offer Agent will notify the Offeree and return the share
certificates to the Offeree. In the
event that the share certificates cannot be transferred within the end of the
Tender Offer period, caused
by the Offeree, the acceptance of the Tender Offer shall be considered not
complete.
Therefore, for all share certificate holders, please submit the Tender Offer
Acceptance Form
and supporting documents at least two business days prior to the final day of
the Tender
Offer Period.
Scripless Form (deposited with TSD)
The Offeree shall submit the Tender Offer Acceptance Form and all of the
required documents to his/her
securities brokerage company who will collect and submit the Tender Offer
Acceptance Form and the
required documents to the Tender Offer Agent within the Tender Offer period.
NVDR
The Offeree shall comply with the procedures of Tender Offer acceptance for
NVDR as per Appendix B1.
Note: For all NVDR holders, please submit the Tender Offer Acceptance Form and
supporting
documents at least two business days prior to the final day of the Tender
Offer Period.
Encumbrances on the Tendered Shares
The Offeree must take all necessary actions to release pledges or any other
encumbrances on the
tendered shares before accepting this Tender Offer and comply with all
requirements for submitting the
Tender Offer Form.
Procedure for the Purchase of Securities
No more than 60,000,000 shares of all tendered securities will be purchased as
stated in Clause 5 of part
1, except in the case of Tender Offer Cancellation as specified in Clause 9 of
Part 1 ("Conditions for
Cancellation of the Tender Offer").
2.1 If the number of shares tendered by the Offerees is less than or equal
to the maximum number
of shares for which the Tender Offeror offer, the Tender Offeror shall
purchase all of those tendered
shares.
2.2 If the number of shares tendered by the Offerees is more than the
maximum number of shares
for which the Tender Offeror offer, the Tender Offeror shall allocate the
number of shares to be
purchased from each Offeree on a pro-rata basis. The Tender Offeror may,
following such pro rating
allocation, adjust the number of shares to be purchased from each Tender
Offeree in such manner that
the number of shares unable to be sold by each Tender Offeree will not be in
odd-lot.
If the odd-lot is less than 50 shares, the Tender Offeror shall reduce its
number to zero.
If the odd-lot is equal or more than 50 shares, the Tender Offeror shall
increase its number to 100
shares (but not more than the number of shares which the Tender Offeree
accepted to sell).
However, if those reductions or increases cause the shortfall or excess from
the maximum number of
shares offered by the Tender Offeror, the Tender Offerer reserves the right to
adjust the allocation
subject to his own consideration.
2.3 The Offeree, who cannot sell all of the shares which he/she/it
intends to sell, will receive share
return (the remaining shares after the share allocation). However, he/she/it
shall be obligated to the
transfer fee of THB 50 per transaction, which will be deducted from the
proceeds of the share sale. The
form of share certificates to be returned will be the same as its original
form when it was brought in for
Tender Offer acceptance, which are:
2.3.1 Scrip
Trinity Securities Co., Ltd. will return the share certificates via registered
mail at the address which the
Offeree indicated it in Tender Offer Acceptance Form. The return period will
not be more than 45 days
from the end of the Tender Offer period.
Note: Please also fill in the Application for New Securities, attached as
Appendix A5.
Scripless or NVDR
Trinity Securities Co.,Ltd. will return share certificates via TSD
Settlement and Payment Procedure
Trinity Securities Company Limited, the Tender Offer Agent, will make payment
to the Offeree on April 9,
2009, the third business day after the last date of the Tender Offer Period.
The payment will be made
after the Tender Offer Agent receives the Tender Offer Acceptance Form along
with all of the required
documents. The Offeree can choose the method of receiving payment as specified
in the Tender Offer
Acceptance Form as follows:
Note: In cases where the shares are in share certificate form, the Tender
Offer Agent will make payment
to the Offeree on the condition that the share certificates have been verified
and accepted by the TSD.
If the TSD rejects the share certificates, the Offeror or the Tender Offer
Agent will not make or be
obliged to make any payment to the Offeree. In cases where the TSD rejects the
share certificates, the
Offeree will be notified to collect the share certificates back from the
Tender Offer Agent at the address
stated above.
Cheque
Beginning on April 9, 2009 from 9:00a.m. to 4:00 p.m. on business days only,
the Offeree can collect a
cheque from the Tender Offer Agent's Office the address which of is as stated
in Clause 2.1.5
In the cases where the Offeree sends a representative to collect the cheque,
the representative must
present a Power of Attorney affixed with applicable THB 10 stamp duty and
accompanying documents as
stated in Clause 1.2.3 of the Offeree and of the authorized representative.
If the Offeree fails to collect the cheque by May 6, 2009 (14 business days
from the payment date), the
Tender Offer Agent will send the cheque via registered mail on May 7, 2009 to
the address indicated on
the Tender Offer Acceptance Form
Note : For Offerees residing outside of Bangkok, the cheque clearing period
may require additional time,
depending on the process of each respective bank.
Automatic Transfer Through Bangkok Bank Plc. ("BBL"), Siam Commercial Bank
Plc. ("SCB"),
Kasikorn Bank Plc. ("KBANK") and Krungthai Bank Plc. ("KTB") (collectively
referred to as
"Assigned Banks")
The account for transfer of payment of tendered shares must be a savings or
current account opened
with an Assigned Bank. The name of the account holder must be the same as that
of the Offeree stated
on the Tender Offer Acceptance Form. The amount will be available in the
account on April 9, 2009 (the
third business day following the last date of the Tender Offer Period). In
case the automatic transfer
cannot be completed for any reasons, the Tender Offer Agent has the right to
issue a cheque and notify
the Offeree on how to receive the cheque.
If the Offeree chooses to receive payment for tendered shares by automatic
transfer, the Offeree must
provide either a certified copy of the first page of the savings deposit
passbook, which shows the
account name and account number or a certified copy of the current account
statement, as applicable.
Rights of Securities Holders Who Have Accepted the Tender Offer
The Offeror, through the Tender Offer Agent, will make payments on April 9,
2009, the third business
day after the last day of the Tender Offer Period, to the Offerees for all
shares tendered. If an event as
outlined in Clause 8, Part 1 ("Conditions for change in the Tender Offer")
occurs, which results in a
decrease of the Tender Offer Price, the Offeror will pay the decreased price
to all Offerees who have
confirmed their Tender Offer after the announcement of the decreased price. If
the Tender Offer Price
has increased, the Offeror will make payment for all shares at the increased
price.
Conditions for Withdrawal of the Intention to Sell
The Last Day for Cancellation of the Tender Offer Acceptance
The last day that the Offeree can cancel the acceptance of the Tender Offer is
the 20th business day of
the Tender Offer Period which is March 27, 2009 during the hours of 9:00a.m.
to 4:00 p.m.
Procedures for Withdrawal of the Intention to Sell
Complete and sign the "Tender Offer Cancellation Form" as enclosed in Appendix
C2.
Enclose the following supporting documents
Evidence of the receipt of share certificates or receipt of transfer of
scripless shares and the Tender Offer
Acceptance Form
Where the Offeree is an Individual
Thai Individual : A certified copy of the Identification Card or Civil
Servant Identification Card or State Enterprise Employee Card (in the case of
a Civil Servant Identification Card or State Enterprise Employee
Card, a certified copy of his/her house registration is also required).
Foreign Individual : A certified copy of his/her Alien Certification or
passport.
Where the Offeree is a Juristic Person
For a Thai Juristic Person : A copy of company affidavit issued by the
Ministry of Commerce, not
more than 12 months prior to the last day of the Tender Offer period,
certified by authorized signatory(ies) of the juristic person and affixed with
the company seal (if applicable) and a certified copy
of the supporting documents under Clause 5.2.2(2) of the authorized signatory.
For a Foreign Juristic Person : A copy of the certificate of incorporation,
memorandum of association,and the company affidavit (or equivalent corporate
documents), issued by the authorized regulatory
body of the country where the juristic person is established and issued not
more than 12 months prior to the last day of the Tender Offer period; all of
such documents must be certified by the authorized
signatory(ies) of the juristic person; and a certified copy(ies) of supporting
documents under Clause 5.2.2(s) of the authorized signatory.
All of the above documents must be certified by a notary public or any other
authorized agency in the country where the documents were prepared and then
authenticated by an official of the Thai Embassy or the Thai Consulate in the
country where the documents were prepared. The authentication must not
be issued more than 12 months prior to the last day of the Tender Offer period.
If the Offeree appoints a representative, additional documents required are
the power of attorney appointing the authorized representative to conduct the
transaction on behalf of the Offeree, as stated in Appendix C3, affixed with
applicable stamp duty of THB 10 and a certified copy of identification
documents specified in Clause 5.2.2(2) or Clause 5.2.2(3) above of the
authorized representative.
Submit the completed Tender Offer Cancellation Form together with the required
supporting documents specified in Clause 5.2.2 above to the office of the
Tender Offer Agent as mentioned in Clause 1.2.5.
After receiving and verifying the Tender Offer Cancellation Form and other
required supporting documents specified in Clause 5.2.2 above (all of which
are required to be submitted within the Cancellation Period), the Tender Offer
Agent will proceed as follows :
Share Certificates : The Offeree requesting the cancellation must complete,
sign, and submit the Tender Offer Cancellation Form along with the required
supporting documents specified in Clause 5.2.2
The Tender Offer Agent will then return the share certificates to the Offeree
or its authorized representative on the business day following the submission
date of the Tender Offer Cancellation Form.
The Offeree can contact the Tender Offer Agent to obtain the returned share
certificate at the address indicated in Clause 1.3.1 and the Offeree shall be
obligated to the share return fee of THB 50 per
transaction
Scripless Shares : The Tender Offer Agent will transfer the shares on the next
business day after the submission date. The shares transfer will be through
the TSD to the Offeree's securities brokerage
account as specified in the Tender Offer Cancellation Form and the Offeree
shall be obligated to the share return fee of THB 50 per transaction.
Note : An Offeree making a cancellation shall receive shares on in the form in
which such shares were tendered (i.e. share certificates or scripless) and
cannot request to change the form of return of the
shares.
Determination of the Tender Offer Price
6.1. Methods of Determining the Tender Offer Price
The Offer Price of THB 2.12 per share represents 12.17 percent higher than the
1-month weighted average market price prior to the public announcement on
January 5, 2009.
The highest price paid for such ordinary shares which have been acquired by
the Offeror or related party specified in Section 258, during the period of 90
days before the submission of the Tender Offer Form to the SEC
The Offeror or related person(s) referred to in Section 258 of SEC Act has not
acquired any of the Company's share during the period of 90 days before the
submission of the Tender Offer Form to the
SEC.
Acquisition of Shares Prior to Making the Tender Offer
The acquisition of shares 6 months Prior to the Tender Offer of the Tender
Offeror and related person(s)
referred to in Section 258 of SEC Act were:
% of % of
No. of
Name Type Paid-up
Voting Method of
Share
Shares
Rights* Acquisition
I The Tender Offeror Ordinary 3,962,200 0.23
0.25 Exercise rights
Share
of warrants
II Related person(s) referred to
in
Section 258 of the Offeror
1. Haadyai Nakarin Co.,Ltd. Ordinary 3,839,900 0.22
0.24 Acquires via SET
Share
total 7,802,100 0.45 0.49
* As of January 31, 2009
Part 5
Certification of Information
We hereby certify that:
We are committed to execute this Tender Offer;
The offer price in this Tender Offer complies with the provisions in the SEC
Notification No. Kor. Jor.
53/2002;
We truly intend to proceed with the plan, which we have specified in this
Tender Offer; and
All information contained in this Tender Offer statement is correct and
accurate without information that
may be misleading and no concealment is made on any material information that
should be disclosed.
(Signature) Prateep Tangmatitham
(Mr. Prateep Tangmatitham)
Tender Offeror
We, as the Tender Offer Preparer, have complied with the requirements as
prescribed in the SEC
Notification governing the approval of financial advisors and scope of
operation, and hereby certify that :
We have reviewed and thus considered that the information regarding the
Offeror disclosed in this Tender Offer is accurate and complete, and there is
no information that may lead other persons to
misunderstand in any material respect, as well as there is no concealment of
any material information that should be disclosed;
We have reviewed the financial evidence and consider that the Offeror can
fulfill the obligations under
the above Tender Offer;
We have reviewed the Offeror's business policy and plan for the Company, as
per Clause 2 of Part 3
regarding details of the Company and consider that :
The Offeror is capable of implementing the policies and plan of business
operations as mentioned;
The effects on the Company or the securities holders are clearly and
adequately explained;
We have examined the evidence of the acquisition of the Company's securities
by the Offeror and/or the
persons prescribed under Section 258 during the 90 days period before the
submission of the Tender
Offer and the Offering Price, and there is no cause to believe that the
Offering Price made is inconsistent
with the SEC's Notification No. Kor.Chor. 53/2002; and
We have carefully and prudently studied and reviewed the completeness and
accuracy of the information
contained in this Tender Offer and view that the information is complete and
correct, and there is no
misleading information in any material respect and there is no concealment of
any material information.
(Signature) Pises Sethsathira
(Mr. Pises Sethsathira)
Authorized Person
Trinity Securities Company Limited
Tender Offer Preparer
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