Hemaraj Land and Development Public : Amendment to the T/O of HEMRAJ (Form 247-4) (edit)

589b40d5-f104-46c1-8bfd-fde58be58e6c.pdf

Ref No. HRD 396/2558

9 December 2015

Subject Amendment to the tender offer of Hemaraj (Form 247-4) To The President

The Stock Exchange of Thailand

Hemaraj Land and Development Public Company Limited (the 'Company') has filed the copy of tender offer of WHA Venture Holding Co., Ltd. (the 'Offeror') for the securities of the Company (Form 247-4) to Securities and Exchange Commission. The Offeror has amended the tender offer as attached with this letter.

Please kindly be informed accordingly. Sincerely yours,

Hemaraj Land and Development Public Company Limited

Mr. David R. Nardone President & CEO

(Translation)

Tender Offer for Securities (Form 247-4)

OF

HEMARAJ LAND AND DEVELOPMENT PUBLIC COMPANY LIMITED

Amount of 691,031,781 ordinary shares

From December 3, 2015 to February 9, 2016 on Business Day from 9:30 a.m. to 4:30 p.m.

By

WHA VENTURE HOLDING COMPANY LIMITED

Tender Offer Preparer

JVS FINANCIAL ADVISORY COMPANY LIMITED

Tender Offer Agent

SCB SECURITIES COMPANY LIMITED Content

Page
Part 1	Significant Elements of the Tender Offer	3
Part 2	Information on the Offeror	6
1. Details of the Offeror	6
2. Detail of the Preparer of the Tender Offer	13
3. Details of Other Advisor	13
4. Relationship between the Offeror and Hemaraj/major shareholders/directors of Hemaraj	14
5. Other Relevant Information for the Shareholders' Decision Making	16
Part 3	Information on the Company	17
1. Details of the Company	17
2. Business Plan after Takeover	21
Part 4	Additional Information of the Tender Offer	22
1. Tender Offer Acceptance Procedures	22
2. Procedure for the purchase of securities	24
3. Settlement and payment procedure	24
4. Rights of securities holders who confirmed their Tender Offer	26
5. Cancellation of the Tender Offer	26
6. Determination of the Offer Price	28
7. Securities acquired before the Tender Offer	54
Part 5	Certification of Information	55
Appendix A	Map of SCB Securities Company Limited
Appendix B	Tender Offer Acceptance Procedure and Forms
Appendix C	Tender Offer Cancellation Procedure and Forms
Appendix D	Tender Offer Acceptance Procedure and Forms For Non-Voting Depository Receipt (NVDR)
Appendix E	Amendment of Securities Holder Information Form

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Disclaimer

Tender Offer for Securities of HEMRAJ

Form 247-4

'This English translation of the Tender Offer document has been prepared solely for the convenience of foreign shareholders of Hemaraj Land and Development Public Company Limited and should not be relied upon as the definitive and official Tender Offer document of the Offeror. The Thai language version of the Tender Offer document is the definitive and official document for the Offeror and shall prevail in all respects in the event of any inconsistency with the English translation.'

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