09 Apr 2019 17:54:00
Submission of the Tender Offer for the Securities of Glow Energy Public Company Limited (Form 247-4) (Disclosure of Additional Information No.1)
Tender Offer Subject : Tender offer Listed company subject to tender offer : GLOW ENERGY PUBLIC COMPANY LIMITED (GLOW) Offeror : GLOBAL POWER SYNERGY PUBLIC COMPANY LIMITED Tender offer period : From 25-Mar-2019 to 17-May-2019 Offer price Common shares (baht per share) : 90.8136 Net price Common shares (baht per share) : 90.57067362 Tender offer : Not for delisting Date of securities payment settlement : 23-May-2019 Tender Offer Agent : Phatra Securities Public Company Limited Remark : As the Offer period spans 35 business days from 25 March 2019 to 17 May 2019 and the Tender Offeror shall receive the shares from the Offeree after the Offer period and the Record Date, in order to determine the rights to receive the dividend, the Offeror shall not be entitled to receive such dividend from the shares of the Offeree. In order to prevent complications or errors arising from the determination of right to receive such dividend, and to provide clarity and to ensure fair treatment to all shareholders of GLOW who accept the tender offer from such Record Date to receive the dividend, any shareholder who submits the Tender Offer Acceptance Form before 7 May 2019 shall be a shareholder whose name is listed in the share register book as at 3 May 2019, and therefore shall remain eligible to receive the dividend from GLOW. All shareholders of GLOW can submit the Tender Offer Acceptance Form as from the commencement date of the Offer Period from 25 March 2019 to 17 May 2019, during the office hours of the Tender Offer Agent from 9:00 a.m. to 4:00 p.m., however, the Tender Offer Agent will accept and transfer the shares of the Offeree to the Tender Offer Agent's account as from 7 May 2019 to 17 May 2019, during the office hours of the Tender Offer Agent from 9:00 a.m. to 4:00 p.m. The Offer Price is THB 91.9906 (Ninety-one point nine nine zero six Baht) per share (the "Offer Price"), which will be reduced by an amount of dividend to be received by the shareholders of GLOW pursuant to the resolution of the 2019 Annual General Meeting of Shareholders of GLOW. In this regard, the Board of Directors' Meeting of GLOW held on 18 March 2019 resolved to approve and propose the 2019 Annual General Meeting of Shareholders of GLOW to be held on 23 April 2019 for consideration and approval of the annual dividend for 2018 of GLOW at the amount of THB 2.785 per share.). In this regard, after deducting the interim dividend at the amount of THB 1.608 per share (which GLOW has already paid to the shareholders on 20 July 2018), GLOW shall pay the remaining dividend at the amount of THB 1.177 (One point one seven seven Baht) per share, and determine the Record Date in order to determine the rights to receive the dividend on 3 May 2019. Therefore, if the 2019 Annual General Meeting of Shareholders approves the dividend at such amount, the Offer Price will be THB 90.8136 per share (Ninety point eight one three six Baht) after reducing such dividend (the "Offer Price After Reducing the Dividend Amount"). The Offer price will be paid in cash. ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer 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 responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement.