Newsletter

MAKRO D-Day shows the XB sign for the first day, 22 Nov.

‘Makro’ prepares to sell its ordinary shares to the general public (Public Offering) after the SEC Office counts one filing
Prepare to post the XB sign for the first day on 22 November For retail subscribers allocated with Small Lot First, they are open for subscription online and at branches of stock dealers and subscription agents.

Siam Makro Public Company Limited (MAKRO or the Company) and Lotus Group Raise the potential of food and consumer goods wholesalers and retailers in Asia, supporting SMEs and Thai small-scale manufacturers. expand into foreign markets and develop an O2O platform combining offline and online channels. Prepare to offer new ordinary shares and existing ordinary shares not exceeding 2,270 million shares after the SEC Office counts one filing D-Day posted the XB sign on the first day of November 22nd, by the date that the list of existing shareholders of MAKRO CPALL and CPF will be allocated partially from the Company’s ordinary shares. All of which will be offered to the general public (Public Offering or PO) to the existing shareholders of the three companies mentioned above on November 23, which will be allocated in proportion to their existing ordinary shares. through online subscription agents and branches nationwide of Siam Commercial Bank and Bangkok Bank

For retail investors, the Small Lot First method is allocated through online stock dealers and nationwide branches of Siam Commercial Bank and Bangkok Bank and TrueMoney Wallet by KTBST Securities.

Mrs. Suchada Itthicharukul, Chief Executive Officer Siam Makro Business Group (Wholesale Business) revealed that after MAKRO completed the entire business transfer of Lotus Group on October 25, 2021, it is a significant change that will elevate it to become a leading food wholesaler and retailer. and consumer products in Asia, resulting in MAKRO having a fully integrated business It covers B2B wholesale business (Business to Business or trade with entrepreneurs), B2C retail business (Business to Consumer or trade with consumers) and rental management business in shopping centers in Thailand and Malaysia. It helps to increase the opportunity and potential to expand the international market. By using the strengths and expertise of MAKRO and Lotus Group to expand the business. To support SMEs, small producers of Thai products through “Platform of Opportunity” to offer quality Thai products to Asian consumers and build international recognition.

As of September 30, 2021, MAKRO has a total of 145 distribution centers, comprising 138 branches in Thailand and 7 overseas, namely Cambodia, India (under the brand “LOTS Wholesale Solutions”), China and Myanmar. Online platforms include the website Makroclick.com, Makro Application and Makro Line Official Account.

As of September 30, 2021, Lotus Group has a total of 2,164 stores across Thailand, comprising 222 hypermarkets, 192 supermarkets and 1,750 mini-supermarkets. Within shopping centers in Thailand, considering the shopping centers with 199 leased spaces, the total area is approximately 720,000 square meters (excluding shopping centers invested by the Lotus Retail Growth Property Fund (LPF), totaling 23 locations).

In addition, Lotus Group is a leading operator in the retail and shopping center rental business in Malaysia operated through its subsidiary, Lotus’s Malaysia. As of September 30, 2021, there are 46 hypermarkets. 16 supermarkets and manages leasing space in 57 shopping centers, accounting for a total net leased area of ​​approximately 296,000 square meters, with an occupancy rate of 92%.


The company is confident that from accepting the entire business transfer of Lotus Group, it will create value from enhancing each other’s potential (synergy) and reducing redundant investments in the back office system by working together to develop stores. and complete product distribution channels Through the development of an integrated O2O platform, omni-channel coverage of countries in South Asia and ASEAN with low access to modern consumer goods retailers such as Cambodia, Laos, Myanmar, Vietnam (CLMV), India between offline and online channels in fresh food and consumer products and the ability to support each other in providing products to meet consumers and create a good shopping experience It will use a strong business platform in Thailand. Continuing to build a wide variety of consumer goods wholesale and retail platforms in Asia focusing on South Asia and ASEAN

The operating results are based on pro forma consolidated financial information for the first nine months of 2021, which includes past financial statements of Lotus Group, after adjusting transactions related to Tesco acquisitions and financing transactions. including adjusting the transactions related to the entire business transfer transaction Allotment of newly issued shares to private placement and the refinancing transaction, the Company had total revenue of 319,563 million baht and a net profit of 5,344 million baht.

As for operating results in 2020, MAKRO has total revenue of 218,760 million baht and profit of 6,524 million baht, while CP Retail Development Co., Ltd. which is a holding company that holds shares in Lotus in Thailand and Malaysia with total revenue of 211,107 million baht and total profit of 1,514 million baht, which can be said that After the business transfer, MAKRO will become a company. with total income of 429,867 million baht

MAKRO’s takeover of Lotus Group’s entire business is a business transformation. with market positioning and outstanding strategies This will increase the potential and opportunities for business expansion in the region. as well as upgrading to be the largest retailer and wholesaler in Southeast Asia In terms of 2020 retail sales of $12.9 billion, MAKRO is the second largest wholesaler in Asia by 2020, while Lotus Group is the operator. Leading consumer products with a wide variety of stores across the country and is a leading entrepreneur who operates hypermarkets in the Company’s shopping centers. in Thailand and Malaysia


Ms. Weena Lertnimit Executive Vice President Head of Investment Banking Division, Siam Commercial Bank Public Company Limited, as a financial advisor And the underwriter and underwriter said that after Siam Makro Public Company Limited or MAKRO filed an application for an offer for sale of securities and a registration statement (filing form) to the SEC. A. To offer new ordinary shares and existing ordinary shares to the general public (Public Offering or PO) in the amount of not more than 2,270,000,000 shares with a par value (par) of 0.50 baht per share. Currently, the SEC Office has counted one form. Fireling is complete.

This issuance of ordinary shares This will enable an increase in the distribution of shareholding by minority shareholders (Free Float) to not less than 15% of the paid-up capital. according to the minimum criteria of the Stock Exchange of Thailand This will benefit the company’s stock trading liquidity. In addition, the company’s shares It is of interest to institutional investors both in Thailand and abroad. Including the opportunity to be selected into the calculation of various important indices MAKRO will use the money from the fundraising to expand the retail and wholesale business both in Thailand and abroad. including to pay off some loans from financial institutions and used as working capital for further business operations

In this regard, the offering of such ordinary shares to the minority subscribers Shares will be allocated using the Small Lot First method using the computer system of SETTRADE Company Limited (SETTRADE) by subscribing through 3 selling agents, namely (1) SCB Easy application (2 ) Bangkok Bank Mobile Banking application and (3) TrueMoney Wallet application by KTBST Securities. MAKRO will inform the initial offering price range. After the approval of the offer for sale of securities and the filing form has come into force.


Mr. Pichet Sithi-Amnuai, Managing Director Bualuang Securities Public Company Limited as a financial advisor And the distribution and warranty manager said that for the existing shareholders of Siam Makro Public Company Limited or MAKRO, CP All Company Limited (CPALL) or CPALL and Charoen Pokphand Foods Public Company Limited (CPF) who will be allocated some shares from the Company’s ordinary shares All of the public offerings (Public Offerings (POs)) have set November 22, 2021 as the first XB date, i.e. those who purchase ordinary shares of MAKRO and CPALL and CPF on the aforementioned date. onwards Will not be entitled to subscribe for the MAKRO ordinary shares offered for sale at this time and on November 23, this will be the date to determine the list of existing shareholders (Record Date) of MAKRO CPALL and CPF who will be allocated shares. The ratio of exercise of warrants (Ratio) to subscribe for MAKRO ordinary shares is set as follows:

(1) Existing shareholders of MAKRO in the ratio of 10 ordinary shares of MAKRO to 1 ordinary share of MAKRO offered (2) Existing shareholders of CPALL in the ratio of 15 ordinary shares of CPALL to 1 ordinary share of MAKRO offered and (3) the existing shareholders of CPF at the ratio of 70 ordinary shares of CPF to 1 ordinary share of MAKRO offered for sale.

The existing shareholders who are entitled to subscribe for MAKRO ordinary shares can subscribe through the subscription agent. 2 Subscription Agents, which are subscriptions made through the SCB Easy application and the Bangkok Bank Mobile Banking application, or in case of inconvenient to subscribe through the above application channels. Existing shareholders can subscribe at branches of Siam Commercial Bank and Bangkok Bank. All branches throughout Thailand which can be subscribed according to the rights that have been allocated or more than the rights that have been allocated without prescribing the maximum number of subscriptions for shares in excess of the allocated rights) or less than the allocated rights


Allotment of shares will be allocated by SETTRADE’s system. Shares will be allocated according to the rights received to all existing shareholders who subscribe in the first round. The right to be allocated ordinary shares more than the rights of the existing shareholders of the 3 companies each. will be calculated by combining the rights of the existing shareholders of the 3 companies who have expressed their intention to subscribe in excess of the rights that have not been allocated in each round And will allocate more to the subscriber in excess of the rights of the existing shareholders in MAKRO CPALL and CPF until the shares are exhausted or the number of existing shareholders has exercised their rights to subscribe. This will be as detailed as disclosed in the Failing.

In the event that the same subscriber submits more than one subscription, SETTRADE’s allocation system will combine the number of shares subscribed from every subscription into a single amount. can check the rights that have been allocated via www.settrade.com Available from 29 November 2021 onwards and can follow more news on the Stock Exchange of Thailand website. www.set.or.th

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