Oishi Group Limited Public Company or OISHI Notify the Stock Exchange of Thailand that the Board of Directors Meeting No. 4/2023 held on March 10, 2023 recognized a proposal Thai Beverage Public Company Limited or ThaiBev Subject: Notice of intention to make a tender offer for all the Company’s ordinary shares and it has been agreed to propose to the Company’s shareholders’ meeting to consider and approve the delisting of the Company’s securities from being listed securities on the Stock Exchange of Thailand This is in accordance with the a letter of intent to make a tender offer for all the Company’s ordinary shares. for the delisting of the Company’s securities from being listed on the Stock Exchange of Thailand dated March 10, 2023
ThaiBev is the Company’s major shareholder as of December 13, 2022. ThaiBev holds 298,720,398 shares of the Company, representing 79.66% of the Company’s total issued and paid-up shares. ThaiBev intends to make a tender offer for the remaining 76,279,602 ordinary shares of the Company, representing 20.34 percent of the total issued and paid-up shares of the Company. for the delisting of the company’s securities from being listed securities on the Stock Exchange of Thailand At the offer price of 59.00 baht per share, which is not lower than the highest price calculated in accordance with the decision of the tender offer price for delisting securities in accordance with the rules prescribed in the Notification.
In addition, the price of such an offer may be changed in case of events that cause or may cause serious damage to the business such as assets. or any other event which significantly affects the determination of the offer price.
In this regard, ThaiBev informed that the reason and background for making a tender offer for all the ordinary shares of such company is as follows
- ThaiBev sees that the current trading volume of the company’s shares on the stock market is not much, so ThaiBev considers that making a tender offer for all the Company’s ordinary shares to delist the company’s securities this time will increase options and opportunities for the company’s minority shareholders to sell their shares.
- ThaiBev Group is in the process of conducting a feasibility study regarding the plan to restructure the operations and business operations of the food business group. and non-alcoholic beverage business groups within the group to increase management efficiency or increase the potential of doing business by organizing food business groups and a non-alcoholic beverage business group to be clearer which includes restructuring the business in various issues This can be done in the form of buying and selling. or transfer of assets or rights by merger, transfer of rights under a financial contract, business operation strategy or direction, change of management policy, transfer of employees, lending-lending, raising money in the form of etc. The above restructuring may involve transactions or transactions between the Company and ThaiBev. and companies in the ThaiBev group ThaiBev will consider implementing such plans as appropriate in the future. because of plans There is still uncertainty. Therefore, there may be additions or changes. Therefore, the delisting of the Company’s securities from being listed securities will be able to increase flexibility in managing the business and the restructuring plan even more.
- As the Company will no longer be a listed company on the SET, such action will also reduce the costs associated with being a listed company.
For the results of the first quarter of 2023 (between October 1 – December 31, 2022), there was a net profit of 316.96 million baht, a decrease of 18.37% compared to the same period last year with a net profit of 388.29 million baht. due to the cost of sales, and providing services amounted to 2,409 million baht, an increase of 23.5%, which was an increase in the proportion more than the increase in sales. This was due to an increase in raw material costs.
In addition, selling expenses in the first quarter totaled 293 million baht, an increase of 28.6% due to investment in the brand. “Oishi Green Tea” and marketing activities to drive sales of the beverage business. Including an increase in restaurant operating costs due to the expansion of restaurant branches.
Regarding the performance of the year 2022 which ended on September 30, 2022, the company had a net profit of 1,197.45 million baht, an increase of 119.04% compared to the same period last year with a net profit of 546.69 million baht, while the total sales and the total. service income, which was 12,696 million baht, an increase of 29.3% as a result of the growth of the beverage and restaurant businesses.
