- Translation –
No.
MGT/SEC/007/2008
4th
September 2008
Subject: Disclosure
of
and
Opinions of the Independent Financial Advisor regarding the Tender Offer
for
the securities of Christiani & Nielsen (Thai) PCL. (Form 250-2)
To: The
Secretary
The
Office of the Securities and Exchange Commission
Pursuant to the submission
of the Tender Offer (Form 247-4) to tender the securities of Christiani &
Nielsen (Thai) Public Company Limited (“the Company”) on 5th August 2008 and the Company disclosed the Opinions of
the Business Regarding the Tender Offer (Form 250-2)
together with the Opinions of the Independent Financial Advisor on 27th August
2008.
To comply with the amended
Tender Offer which has made some amendment on 20th August 2008, the Company and
the Independent Financial Advisor would like to disclose additional and amended
information to the Opinions of the Business regarding the
Tender Offer for
the securities of the Company with the following details
and additional
and amended information to the Opinions of the
Independent Financial Advisor as per the attachment.
1.
Amend the information on page
From
The
above connected transactions were concluded on commercial terms and basis
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 Offeror and
the Company will comply with applicable rules and regulations 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 Offeror and the Company will also
comply with applicable rules and regulations of the SET.
Please be informed accordingly.
-Signed-
Jurairat
Suksawatdi Na Ayudhaya
Director
& Company Secretary
CC: President
The Stock Exchange of Thailand
-TRANSLATION-
The English Translation of the Independent
Financial Advisor’s Opinion (
September 4, 2008
Re: Opinion
of the Independent Financial Advisor (
To: Shareholders
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 Tender Offeror") on August 5, 2008,
to which the Tender Offeror has made some amendments on August 20, 2008.
Trinity Securities Company Limited (“the IFA” or “We”), appointed by
From
CPBE
entered into a Share Sale and Purchase Agreement in which SCB agrees to sell
|
Involved Parties |
CPB Equity Company Limited (“Buyer”) |
|
Signing Date |
May |
|
Transaction Date |
July 28, 2008 |
|
Settlement Date |
July 28, 2008 |
|
Advisor of Buyer |
- None - |
|
Advisor of Seller |
Siam Nithi Law Office Company Limited |
Terms and Conditions:
1.
The Seller agrees to sell
2.
The Buyer agrees to purchase and service the payment to the seller on July
28, 2008.
3.
Once the Seller fully receives the payment for the said shares, transfer of
ownership shall be made to the buyer on the exact same date.
To
On May
|
Involved Parties |
CPB Equity Company Limited (“Buyer”) |
|
Signing Date |
May |
|
Transaction Date |
July 28, 2008 |
|
Settlement Date |
July 28, 2008 |
|
No. of Purchased Shares |
|
|
Purchase Price |
Bt 2.50 per share |
|
Advisor of Buyer |
- None - |
|
Advisor of Seller |
Siam Nithi Law Office Company Limited |
From
ßU = Unlevered
beta equaling to 0.86
The
unlevered beta is referenced to the average unlevered beta of those of the
Company’s 5 market comparables including NWR, SYNTEC, PLE, ASCON and UNIQ.
To
ßU = Unlevered
beta equaling to 0.86
The
unlevered beta is referenced to the average unlevered beta of those of the
Company’s 5 market comparables including NWR, SYNTEC, PLE, ASCON and UNIQ,
based upon their nature of business, size of undertaking projects, and revenue
structures similar to the Company.
From
Connected
Transactions:
The Tender
Offeror has stated on the Tender Offer that should there be any connected
transactions executed between the Tender Offeror and the Company, both parties
will follow the protocols of the SET.
Regardless,
the Tender Offeror may consider changes in policies and plans stated herein,
including changes in personnel to appropriately improve its competitiveness in
response to changing economic conditions and market environments in the future.
To
Connected
Transactions:
The Tender Offeror has stated on the Tender Offer
that the connected transactions shall based on the commercial pricing and terms
as with any other ordinary business transactions of the Company. In the future,
connected transactions are expected to continue depending on the Offeror's
project. The Offeror has no plan to make a significant change in the policy regarding
the connected transactions. Should the Offeror and the Company enter into any
related transactions, they shall follow the commercial pricing and terms as
well as comply with applicable rules and regulation of the SET.
Regardless,
the Tender Offeror may consider changes in policies and plans stated herein,
including changes in personnel to appropriately improve its competitiveness in
response to changing economic conditions and market environments in the future.
Please be informed accordingly.
Sincerely
Yours,
|
|
|
Mr. Pises Sethsathira |
|
|
|
Advisor to the shareholders |
Trinity Securities Company Limited