- Translation –

 

No. MGT/SET/08/008

 

                                                                                                August 20, 2008

 

 

Re        Disclosure of Additional and Amended Information in the Tender Offer (Form 247-4)

 

To         President
The Stock Exchange of Thailand

 

Pursuant to the submission of the Tender Offer (Form 247-4) to tender the securities of Christiani & Nielsen (Thai) Public Company Limited (“the Company”) by CPB Equity Company Limited (“the Offeror”) on 5th August 2008 whereby Thanachart Securities Public Company Limited (“Tender Offer Preparer”) was appointed as the Tender Offer Preparer, the Company and the Tender Offer Preparer would like to disclose additional and amended information in the Tender Offer for the securities of the Company with the details as attached.

 

 

Please be informed accordingly

 

 

-Signed-

Danuch Yontararak

Managing Director

 

 

                                                                                                                                August 20, 2008

To        The Secretary-General of the Office of the Securities and Exchange Commission

The President of the Stock Exchange of Thailand

            The Directors and the Shareholders of Christiani & Nielsen (Thai) Public Company Limited

Re:       Disclosure of Additional and Amended Information in the Tender Offer for the Securities of Christiani & Nielsen (Thai) Public Company Limited

            Pursuant to the submission of the Tender Offer (Form 247-4) to tender the securities of Christiani & Nielsen (Thai) Public Company Limited (“the Company”) by CPB Equity Company Limited (“the Offeror”) on 5th August 2008 whereby Thanachart Securities Public Company Limited (“Tender Offer Preparer”) was appointed as the Tender Offer Preparer, the Company and the Tender Offer Preparer would like to disclose additional and amended information in the Tender Offer for the securities of the Company with the details as follows:

1.       Amend the information in Part 2 Clause 4.1: Summary of a contract/agreement/memorandum of understanding entered into by the Offeror prior to the submission of the Tender Offer for the purpose of buying and selling the Company’s securities in material aspects

From

On May 16, 2008, CPBE as the “Buyer” entered into a Share Sale and Purchase Agreement with Siam Commercial Bank Public Company Limited as the “Seller” to purchase 166,313,259 ordinary shares of the Company or equal to 41.46% of the Company’s total registered and paid-up shares. The details of which are as follows:

Parties to the contract          :     CPB 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 Seller completely receives the payment of the shares, Seller will transfer the share, along with the ownership to Buyer on the same day.

To

On May 16, 2008, CPBE as the “Buyer” entered into a Share Sale and Purchase Agreement with Siam Commercial Bank Public Company Limited as the “Seller” to purchase 166,313,259 ordinary shares of the Company or equal to 41.46% of the Company’s total registered and paid-up shares at Baht 2.50 per share. After the Seller completed its processes under the relevant regulations, the Buyer made the share payment to the Seller on July 28, 2008 and the Buyer transferred the share along with the ownership to the Buyer on the same day after receiving the payment of the shares. The summary of the agreement are as follows:

Parties to the contract          :     CPB 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

No. of purchase shares        :     166,313,259 ordinary shares of the Company or equal to 41.46% of the Company’s total registered and paid-up shares

Purchase price                    :     Baht 2.50 per share

Advisor of buyer                 :     None

Advisor of Seller                 :     Siam Nithi Law Office Company limited

2.       Amend the information in Part 3 Clause 1.4 Board of Directors

From

Before the Tender Offer

 

 

Name

Position

1

Mr. Michael David Selby

Chairman

2

Mr. Danuch Yontararak

Director / Managing Director

3

Mr. Amnart Intrarsuksri

Director

4

Mr. Santi Grachangnetara

Director

5

Mrs. Jurairat Suksawatdi Na Ayudhaya

Director

6

Mr. Sarunthorn Chutima

Director

7

Lt Gen. Chayuth Suwanamas

Director

8

Mr. Somchai Jongsirilerd

Independent Director

9

Mr. Pratip Wongnirund

Chairman of Audit Committee

/ Independent Director

10

Mr. Vinai Vamvanij

Audit Committee / Independent Director

11

Mr. Pamornsak Suracupt

Audit Committee / Independent Director

Note        1.     1st, 4th, and 7th Directors are the representative from the Offeror
6th  Director is the representative from Siam Commercial Bank Plc.

                2.     The list of Board of Directors has been approved by the annual general shareholders’ meeting on April 10, 2008 and currently is on the process of the registration with Ministry of Commerce

To

Before the Tender Offer as of July 2, 2008

 

 

Name

Position

1

Mr. Michael David Selby1

Chairman

2

Mr. Danuch Yontararak2

Director / Managing Director

3

Mr. Amnart Intrarsuksri

Director

4

Mr. Supattanapong Punmeechaow2

Director

5

Mrs. Jurairat Suksawatdi Na Ayudhaya

Director

6

Mr. Sarunthorn Chutima1

Director

7

Lt Gen. Chayuth Suwanamas1

Director

8

Mr. Pree Buranasiri2

Independent Director

9

Mr. Pratip Wongnirund

Chairman of Audit Committee

/ Independent Director

10

Mr. Vinai Vamvanij

Audit Committee / Independent Director

11

Mr. Pamornsak Suracupt

Audit Committee / Independent Director

Note        1.     1st and 7th Directors are the representatives from the Offeror.
6th  Director is the representative from Siam Commercial Bank Plc.

                2.     The annual general shareholders’ meeting on April 10, 2008 approved the appointment of Mr. Santi Grachangnetara (the representatives from the Offeror) to replace Mr. Supattanapong Punmeechaow as the director, Mr. Somchai Jongsirilerd to replace Mr. Pree Buranasiri as the independent director and Mr. Danuch Yontararak to be the director for another term. The list currently is on the process of the registration with Ministry of Commerce

 

 

3.       Add the information in the last paragraph of Part 3 Clause 2.3 Connected Transactions

From

The above connected transactions were concluded on commercial terms and bases agreed upon in the ordinary course of business of the Company. If, in the future, the Company has to enter into any related transactions, the Offorer and the Company will comply with applicable rules and regulation of the SET.

To

The above connected transactions were concluded on commercial terms and bases agreed upon in the ordinary course of business of the Company. In the future, connected transactions are expected to be continued depending on the Offeror’s project. The Offeror has no plan to make a significant change in policy of the connected transactions. If the Offeror and the Company have to enter into any related transactions, they shall be on commercial terms and bases agreed upon in the ordinary course of business. The Offorer and the Company will also comply with applicable rules and regulation of the SET.

4.       Add the information in the last paragraph of Part 4 Clause 3 Settlement and payment procedures

From

Particularly for the share certificate, the Offeror and/or the Tender Offer Agent shall pay for the tendered share only if the share certificate(s) is verified and accepted by the Company’s share registrar. Otherwise, assuming that the tender offer process has never been incurred, the Offeror and/or the Tender Offer Agent shall send the share certificate back to the Offeree at the address indicated in the Tender Offer Acceptance Form.

To

Particularly for the share certificate, the Offeror and/or the Tender Offer Agent shall pay for the tendered share only if the share certificate(s) is verified and accepted by the Company’s share registrar. Otherwise, assuming that the tender offer process has never been incurred, the Offeror and/or the Tender Offer, as soon as informed by the Company’s share registrar, shall notify the Offeree to collect the share certificate back at the address of the Tender Offer Agent.

 

Please be informed accordingly.

 

                                                                                                Sincerely yours,

                                                                                                            

                                                         CPB Equity Co., Ltd

                                                               The Offeror

 

                  Aviruth Wongbuddhapitak                               Somboon Chaidejsuriya

Signed                                                                  Signed                                                   

             (Mr. Aviruth Wongbuddhapitak)                            (Mr. Somboon Chaidejsuriya)

 

                                      Thanachart Securities Public Company Limited

                                                       Tender Offer Preparer

 

                       Asvini Tailanga                                            Suvabha Charoenying

Signed                                                                  Signed                                                   

                    (Mrs. Asvini Tailanga)                                    (Ms. Suvabha Charoenying)

                      Managing Director                                             Managing Director