Siam Makro Public Company Limited or MAKRO revealed that the Company has received a tender offer for the Company’s securities (Form 247-4) from Charoen Pokphand Holding Company Limited and CP Mercandizing Company Limited as Tender Offeror on October 26, 2011 with details as follows:
Due to the transfer of the entire business of CP Retail Holding Company Limited (CPRH), which Charoen Pokphand Holding Company Limited (“CPH) and CP Merchandising Company Limited (“ CPM) holds shares in the proportion of 40.00% and 200% of the total paid-up shares and voting rights of CPRH, respectively, to Siam Makro Public Company Limited (MAKRO or the “Business”) on October 25, 2011 (the day transferring the entire business)
MAKRO has issued and allocated shares. Increase new capital to CPRH 5,010.32 million shares (“EBT”) at the offering price of 43.50 baht per share to pay Compensation for EBT, by the end of the same day as the entire business transfer date, CPRH has proceeded to register the dissolution of the company and initiate the liquidation process, in which CPRH has delivered 5,010.32 million shares in MAKRO to CPRH’s shareholders as follows: CP ALL Public Company Limited or CPALL, CPI and CPM in proportion to their shareholding in CPRH (40.00%, 40.00% and 20.00% respectively.
As a result, on October 25, 2011, CPH and CPM, as shareholders of CPRH, acquired 2,004.12 million shares in MAKRO and 1,002.06 million shares, respectively, or representing 20.43% and 10.21 percent of the total shares. All sold and all voting rights of MAKRO respectively.
If counting the number of CPH and CPM shares in MAKRO together with the person under Section 258 of the Securities and Exchange Act B.E. amended), totaling 96.61% and 76.10% of the total number of shares sold and rights All votes of MAKRO, respectively, are the acquisition of shares in a business that crosses the point to make a tender offer for all securities. of the business in accordance with the rules of the Notification KorJor. 122554 Re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers dated May 13, 2011 (including those amended). Therefore, CPM and CPM have a duty to act. Mandatory Tender Offer in MAKRO
The Siam Commercial Bank Public Company Limited and Bualuang Securities Public Company Limited, as the preparers of the proposal Purchasing and submitting a tender offer for securities of the business (Form 24744) to the Office of the Securities and Exchange Commission, the State of the Stock Exchange of Thailand, the business and the securities holders of the business. for use in considering the offering of securities at this time
Referring to the resolution of CPALL’s Board of Directors Meeting No. 6/21 dated August 31, 2011, CPALL who is a person under Section 258 of the Tender Offeror’s Securities Act has confirmed that it will not dispose of all MAKRO’s ordinary shares held by CPALL and its subsidiaries totaling 6,472.03 million shares or 65.97% of the total issued shares. of MAKRO and accounted for 65.97% of MAKRO’s total voting rights in this tender offer for the securities of CPH and CPM.
Therefore, the Tender Offeror will make a tender offer for the remaining ordinary shares of MAKRO from minority shareholders totaling 332.09 million shares or equivalent to 3.39% of the issued shares. all and all voting rights of MAKRO by CPR will purchase two-thirds of MAKRO’s ordinary shares, and CPM will purchase one-third of MAKRO’s ordinary shares of the Tender Offerors. or accounted for up to 221.39 million shares
for CPH and is equivalent to a maximum of 110.09 shares. For CPM, in the event that there is a fraction of 1 share calculated according to the proportion that each Offeror will purchase MAKRO’s ordinary shares, CPH will be the recipient of the fraction. that share The Tender Offeror will purchase securities for a total of 25 business days from 27 October 2021 to 30 November 2021.