- Translation –
Ref. MGT/SET/08/006 Date:
29 July 2008
Re Disclosure
a copy of Statement of Intention to make a Tender Offer
(Form
247-3)
To The
President
The
Stock Exchange of
As today CPB
Equity Co., Ltd. submitted the statement of firm intention to make a tender
offer (Form 247-3) for the securities of Christiani &
Nielsen (Thai) Public Company Limited (“the Company”) to the Securities and
Exchange Commission, the Company would like to disclose the Stock Exchange of Thailand and the
investors the enclosed statement of firm intention to make a tender offer.
Please be informed accordingly
-Signed-
Ms. Jurairat
Suksawatdi Na Ayudhaya
Director
|
1.
Date of submission of the statement of firm intention
29 July 2008
2.
Name of the person making the statement of firm intention to
make a tender offer
Name: CPB Equity Company Limited
Telephone
number: 0 2658 1500
3.
Intention to make a tender offer to purchase securities of Christiani
& Nielsen (Thai) Public Company Limited (“CNT”)
4. Details of securities
for which a tender offer will be made
( ü ) a tender offer for
all securities of the business
( ) a partial
tender offer in accordance with Part 5 of the Notification of the Securities
and Exchange Commission No. Kor. Jor. 53/2545
|
Type of Securities |
Class |
Number of securities for which the tender offer will be
made |
% of
securities for which the tender offer will be made, compared with |
Offer price at which the tender offer will be made per unit |
Offered Value |
|
|
Ordinary
shares |
|
114,944,932 |
28.65 |
28.65 |
2.50 |
287,362,330 |
|
Preference
shares |
|
|
|
|
|
|
|
Share
warrants |
|
|
|
|
|
|
|
Convertible
debentures |
|
|
|
|
|
|
|
Other
securities (if
any) |
|
|
|
|
|
|
|
|
|
|
Total |
28.65 |
|
287,362,330 |
5. Securities held prior to
making a tender offer and other securities which will be acquired in the future
under any other agreements (information as of the date of submission of this
statement)
5.1 Ordinary shares
|
Name |
Type of securities |
Number of securities |
% of the total issued securities of the business |
%
of the total voting
rights of the
business |
|
I.
Name of the persons making the statement of firm intention |
Common
Share |
286,216,750 |
71.35 |
71.35 |
|
II. Name of the person in the same group as
the persons making the statement of firm intention |
|
|
|
|
|
III. Name of the persons
falling under Section 258 of the persons in I and II |
|
|
|
|
|
IV.Other agreements which
entitle the persons in I to III to acquire more shares |
|
|
|
|
|
|
Total |
286,216,750 |
71.35 |
71.35 |
5.2 Convertible
securities
|
Name |
Convertible securities |
Number of Units |
Number of reserved securities of the business |
%
of the total voting
rights of the
business |
|
|
Type |
Class |
||||
|
I.
Name of the persons making the statement of firm intention |
|
|
|
|
|
|
II. Name of the person in the same group as
the persons making the statement of firm intention |
|
|
|
|
|
|
1. |
|
|
|
|
|
|
2. |
|
|
|
|
|
|
III.Name of the persons
falling under Section 258 of the
persons in I and II |
|
|
|
|
|
|
1. |
|
|
|
|
|
|
2. |
|
|
|
|
|
|
IV. Other agreements which entitle the
persons in I to III to acquire more shares |
|
|
|
|
|
|
|
|
|
Total |
|
|
6. Name of
the financial advisor for the tender offer
Thanachart Securities Public Company
Limited
Telephone (662) 217 8888, (662) 217
9595
7. Name of other advisors
8. Date on which an
official tender offer is expected to be filed
5 August 2008
9. Summary of a
contract/agreement/memorandum of understanding entered into by the persons
making the statement of firm intention prior to the submission of this
statement of firm intention for the purpose of buying and selling significant
amount of SCNB
’s
securities, irrespective of whether such contract/agreement/memorandum of
understanding was entered into for the purpose of buying and selling securities
in the tender offer
9.1 Parties to the
contract/agreement/memorandum of understanding : CPB Equity Co., Ltd. and
The Siam Commercial Bank Plc.
9.2 Date of the
contract/agreement/memorandum of understanding : 16 May 2008
9.3
Securities
involved
|
Type of
Securities |
Class |
Number of securities shares/units |
% of the total issued
securities of these types/series |
% of the total voting rights
of the business |
|
Ordinary
shares |
|
166,313,259 |
41.46 |
41.46 |
|
|
|
Total |
41.46 |
41.46 |
9.4 Advisors to the
contract/agreement/memorandum of understanding
Siam Nithi Law Office
Company Limited
9.5 Conditions and periods
of the contract/agreement/memorandum of understanding and responsibilities of
the parties
Parties to the contract : CPBE
Equity Company Limited (“Buyer”)
Siam
Commercial Bank Public Company Limited (“Seller”)
Signing date : May
16, 2008
Transaction date : July
28, 2008
Closing date : July
28, 2008
Advisor of buyer : None
Advisor of Seller : Siam Nithi Law Office
Company limited
Terms and Conditions:
1) Seller agrees to sell
the ordinary shares of Christiani & Nielsen (Thai) Public Company Limited
at the amount of 166,313,259 shares
to the buyer at Baht 2.50 per share on July 28, 2008.
2) Buyer agrees to purchase
and make the share payment to Seller on July 28, 2008.
3) As soon as Buyer
completely receives the payment of the shares, Buyer will transfer the share,
along with the ownership to Seller on the same day.
We hereby certify that
the above information is correct and accurate and that there is no information
contained herein that may lead other persons to misunderstanding in any
material respect and no concealment is made of any material information.
CPB
Equity Co., Ltd
Signed
(Mr. Yos Euarchukiati)
Authorized
Director
Person
Making the Statement
We have carefully
reviewed the information contained herein and hereby certify that the persons
making this statement of firm intention can conduct the tender offer as
announced to the public and have disclosed complete and correct information.
Thanachart
Securities Public Company Limited
Signed Signed
(Mrs.
Asvini Tailanga) (Ms.
Suvabha Charoenying)
Managing
Director Managing
Director
Tender
Offer Preparer