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
Tender Offer Subject : Tender offer Listed company subject to tender offer : ROBINSON PUBLIC COMPANY LIMITED (ROBINS) 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 Shareholders 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 meeting 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.