News Detail

26 Jul 2019 21:34:00
Business Restructuring and Delisting, Amendment of the Articles of Association, and Convening of the EGM of Shareholders No. 1/2019
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                Tender Offer

Subject                                  : Tender offer
Listed company subject to tender offer   : ROBINSON PUBLIC COMPANY LIMITED 
Offeror                                  :
Central Retail Corporation Company Limited
Offer price
Common shares (baht per share)           : 66.50
Net price
Common shares (baht per share)           : 0.00
Tender offer                             : For delisting
Tender Offer Agent                       : -
Remark                                   : The Conditional Exchange Offer can be
 summarized as follows:
- Type and class of securities tendered
Ordinary shares of the Company

- Tender offer price
The tender offer price is THB 66.50, which was derived from various methods 
determined by Central Retail, e.g. market price, trading multiples, and
discounted cash flow, and will be further proposed to the shareholders' meeting
of the Company for consideration. Moreover, if the Company pays dividends before
payment of the consideration for the Conditional Exchange Offer, the tender
offer price will be reduced in proportion to the amount of the dividends paid
per share of the Company.

- Consideration
Consideration comprises Central Retail's newly issued ordinary shares where 
consideration will be made with no cash alternative.

- Swap ratio and swap price
The swap ratio for the exchange of the Company's shares to Central Retail's 
Shares Consideration will be calculated from the Company Shares Price divided by
the final IPO Shares Price. In this regard, if there is any fraction of shares
from the allocation of the Shares Consideration as consideration to the
shareholders of the Company according to the final swap ratio, such fraction
will be rounded down and no compensation will be made therefor.

- Offer period
The offer period is a period of not less than 25 business days and not more than
45 business days, which will be the final offer period when it is declared. In
this regard, Central Retail will further request for a waiver for such offer
period from the SET.

Schedule of Shareholders' meeting

Subject                                  : Schedule of Extra-General Meeting of 
Date of Board resolution                 : 26-Jul-2019
Shareholder's meeting date               : 05-Sep-2019
Beginning time of meeting (h:mm)         : 13 : 30
Record date for the right to attend the  : 13-Aug-2019
Ex-meeting date                          : 09-Aug-2019
Significant agenda item                  :
  - The delisting of securities
Venue of the meeting                     : The Emerald Hotel at No. 99/1, 
Ratchadapisek Road,  Din Daeng Sub-District, Din Daeng District, Bangkok
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.