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

86e9ad08-ed0b-4df8-a644-592f769b098a.pdf

(English Translation)

No. Jor 186/2558

21 December 2015

Subject: Submission of the Tender Offer for Securities (Form 247-4) of Hemaraj Land and Development PCL (Revised) second times

To: Secretary-General of the Securities and Exchange Commission President of the Stock Exchange of Thailand

Directors and shareholders of Hemaraj Land and Development PCL

Reference is made to the intention of WHA Venture Holding Company Limited and JVS Financial Advisory Company Limited, as the financial advisor and the preparer of the tender offer, would like to submit the tender offer (Form 247-4) of Hemaraj Land and Development PCL to the office of the Securities and Exchange Commission, the Stock Exchange of Thailand on 4 December 2015 and submit the tender offer (Form 247-4) (Revised) on 9 December 2015.

The Offeror and the preparer of the tender offer requested the revision of the Tender Offer. As described in the documents enclosed.

Please be informed accordingly.

Sincerely Yours,

-signature-

.............................................................................................................

(Mrs.Usanaphan Visutthisub and Mrs. Kanchana Kulteerathawat) Signed by the authorized directors together with the company's seal (if any)

-signature-

……………………………………… (Mr. Sakorn Suriyabhivadh) Supervisor

WHA Venture Holding Company Limited

-signature-

Mr. Somyos Anantaprayoon Authorized Signatory

-signature-

Ms. Jareeporn Jarukornsakul Authorized Signatory

Tender Offeror

Cabon copy: President of the Stock Exchange of Thailand

Directors and shareholders of Hemaraj Land and Development PCL

Please see editing highlighted in yellow.

• Page 17 section 5.4 Original statement

  The Offeror has no intention to sell or transfer the ownership of the acquired shares that purchased from this Tender Offer to other person in the material amount for 12 months period after the Tender Offer period has ended, except in the cases where the Offeror restructure its business structure, organization structure, internal shareholding structure, or the case where the Offeror is required by applicable laws and regulation or others commitment that force the Company to take action accordingly at a given time.

  Amended statement

  The Offeror has no intention to sell or transfer the ownership of the acquired shares that purchased from this Tender Offer to other person in the material amount for 12 months period after the Tender Offer period has ended, except in the cases where the Offeror restructure its internal shareholding structure, or the case where the Offeror is required by applicable laws and regulation or others commitment that force the Company to take action accordingly at a given time.

• Page 33 Table "Valuation approach" section 3 The valuation based on Adjusted Book Value Approach by adjusting the value of assets and liabilities of the Company with market value. Original table

  
  

  Consolidated financial statement as of 31 March 2015 - adjusted value of investment	Book Value (unit: million baht)
  Shareholders' Equity before the Adjustments	15,373.02
  Adjust value of asset with market price appraised by Independent Appraiser	+ 15,315.00
  Adjust value of investment in associates named HPF with market price	+312.72
  Adjust value of investment in associates named Gheco-One with market price	+7,380.81
  Adjusted Shareholders' Equity	38,381.55
  Number of Paid-up Shares (shares)	9,705,186,191
  Book Value per share (baht/share)	3.95

  
  

  Amended table

  
  

  Consolidated financial statement as of 31 March 2015 - adjusted value of investment	Book Value (unit: million baht)
  Shareholders' Equity before the Adjustments	15,373.02
  Adjust value of asset with market price appraised by Independent Appraiser	+ 15,315.00
  Adjust value of investment in associates named HPF with market price	+312.72
  Adjust value of investment in associates named Gheco-One with market price	+7,380.81
  Adjusted Shareholders' Equity	38,381.55
  Number of Paid-up Shares (shares)	9,705,186,191
  Book Value per share (baht/share)	3.95

  
  

  Remark: Adjusted value of utility business, which represents major portion of company's cash flow. Financial Advisor did not adjust value of asset of utility business such as waterworks system (pond, water pipe), and electrical system (electric equipment). These assets have total value of approximately 1,400 million Baht and accounting for major portion of the Company's income. However, under this valuation approach, these assets were not adjusted as the asset of utility business cannot be appraised to materially reflect its market value such as land or additional building.

• Page 34 - 35 section 1. Book Value Approach

Original statement 1. Book Value Approach

The valuation approach considers a value of HEMRAJ from its audited financial statements or reviewed financial statements at a certain point of time. The Hemaraj valuation by the Book Value Approach, the Financial Advisor calculated based on the HEMRAJ's latest audited financial statements as of March 31, 2015, which is summarized as follow:

Items	Book Value (Unit : million baht)
Paid-up Capital	3,882.07
Share Premium Account - Ordinary Share, net	438.71
Unappropriated Retained Earnings	11,052.24
Shareholders' Equity	15,373.02
Number of Paid-up Shares (shares)	9,705,186,191
Book Value per share (baht/share)	1.58

Remarks: Par value of 0.40 baht per share

Based on the Book Value Approach, the book value of HEMRAJ from the updated financial statements as of March 31, 2015 is 15,373.02 million baht or equivalent to 1.58 baht per share.

Amended statement 1. Book Value Approach

The valuation approach considers a value of HEMRAJ from its audited financial statements or reviewed financial statements at a certain point of time. The Hemaraj valuation by the Book Value Approach, the Financial Advisor calculated based on the HEMRAJ's latest audited financial statements, prior to the date that Board of Directors' meeting approved the proposal to shareholders' meeting of the Company to consider the delisting of the Company's securities from the Stock Exchange of Thailand and the date that Board of Directors' meeting of WHA approved to make the Tender Offer (28 July 2015) , as of March 31, 2015, which is summarized as follow:

Items	Book Value (Unit : million baht)
Paid-up Capital	3,882.07
Share Premium Account - Ordinary Share, net	438.71
Unappropriated Retained Earnings	11,052.24
Shareholders' Equity	15,373.02
Number of Paid-up Shares (shares)	9,705,186,191
Book Value per share (baht/share)	1.58

Remarks: Par value of 0.40 baht per share

Based on the Book Value Approach, the book value of HEMRAJ from the updated financial statements as of March 31, 2015 is 15,373.02 million baht or equivalent to 1.58 baht per share.