HEMARAJ LAND AND DEVELOPMENT PUBLIC CO. No. HRD 406/2015 21 December 2015
Subject: Submission of the Opinion of the Company on the Tender Offer for the Securities of Hemaraj Land and Development Public Company Limited (Form 250-2)
To: The President of the Stock Exchange of Thailand
Shareholders of Hemaraj Land and Development Public Company Limited
Attachments: 1. Copy of the Opinion of the Company on the Tender Offer for Securities of Hemaraj Land and Development Public Company Limited (Form 250-2)
2. Copy of the Opinion of the Independent Financial Advisor on the Tender Offer for Securities of Hemaraj Land and Development Public Company Limited
Reference is made to the fact that Hemaraj Land and Development Public Company Limited (the "Company") has received a copy of the Tender Offer for Securities of the Company (Form 247-4) from WHA Venture Holding Company Limited on 2 December 2015. The Company has consequently prepared an Opinion of the Company on the Tender Offer for Securities of the Company (Form 250-2) and JayDee Partners Company Limited as the independent financial advisor has provided an opinion on such tender offer for the Company's shareholders in accordance with the Notification of the Capital Market Supervisory Board No. TorChor. 40/2552 Re: Statement Form and Period for Preparing Opinion on Tender Offer.
The Company is therefore submitting herewith a copy of the Opinion of the Company on the Tender Offer (Form 250-2) and the Report of the Opinion of the Independent Financial Advisor on the Tender Offer.
Please be informed accordingly. Your sincerely,
(Mr.Krailuck Asawachatroj) Deputy Managing Director
- Translation -
of
By
The OfferorWHA Venture Holding Company Limited
Form 250-2
This English Translation 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 Opinion of the Company on the Tender Offer. The Thai language version of the Opinion of the Company on the Tender Offer is the definitive and official document and shall prevail in all respects in the event of any inconsistency with the English translation.
Opinion of the Company on the Tender offer
December 21, 2015
To The shareholders of Hemaraj Land and Development Public Company Limited
On December 2, 2015, Hemaraj Land and Development Public Company Limited ("the Company" or "HEMRAJ") received a copy of the statement of the Tender offer for HEMRAJ shares from WHA Venture Holding Company Limited ("the Offeror" or "WHAVH") in which the details are presented as follows:
Type of securities | Number of shares to be purchased* | Proportion of shares to be purchased | Offering price per share (THB) | Total tender offer value (THB) | ||
Shares | Voting rights | Total paid-up shares of the Company | Total voting rights of the Company | |||
Ordinary shares | 691,031,781 | 691,031,781 | 7.12 | 7.12 | 4.40 | 3,040,539,836.40 |
Preferred shares | - | - | - | - | - | - |
Warrants | - | - | - | - | - | - |
Convertible debentures | - | - | - | - | - | - |
Other securities (if any) | - | - | - | - | - | - |
Total | 7.12 | Total | 3,040,539,836.40 | |||
Remark: * As of August 14, 2015 (the latest register book closing date), the Offeror1 held 9,104,154,410 shares of the Company or equal to 92.88% of total paid-up share capital and voting rights of the Company. Thus, the Offeror will conduct the Tender offer for only for all of the remaining shares which is equal to 691,031,781 shares or equal to 7.12% of total paid-up capital and voting rights of the Company.
The Offeree shall subjected to the brokerage fee at 0.25% of the Offering Price (The Offering Price is THB 4.40) and the Value Added Tax (VAT) at 7.00% of the brokerage fee. Thus, the net price to be received by the Offeree is THB 4.3882 per share.
The Tender Offer Agent will deduct a withholding tax of 15% of the capital gains for the Offeree who is a foreign juristic person not carrying out business in Thailand and residing in a country that has no double tax treaty with Thailand, or residing in a country that is the party to a double tax treaty with Thailand but such double tax treaty does not exempt such foreign juristic person from withholding tax on the capital gain realized from the sale of securities in Thailand. The withholding tax will be calculated on capital gains from the sale of shares (i.e. the difference between the Offer Price and the original cost that the Offeree had paid for such tendered shares).
The Offeree shall declare the original cost of such tendered shares and submit the proper evidence thereof to the Tender Offer Agent. In the event that any Offeree fails to declare such original cost or does not submit the proper evidence thereof, the Tender Offer Agent will determine the amount of withholding tax on the basis of the entire proceeds to be received by the Offeree from the sale of shares, and will deduct the tax accordingly.
The objective of the Tender Offer is to delist the Company's shares from the SET. The Tender Offer period are not less than 45 business days starting from 9.30 a.m. to 4.30 p.m. of every business days during December 3, 2015 to February 9, 2016
The Offering Price is a final offer and the Tender offer period is a final period without any further extension unless any of the following incidents occur:
1 The Offeror was established by WHA on February 5, 2015, as a holding company with the objective to invest in other businesses. Information regarding the Offeror is presented in the Opinion of the Independent Financial Advisor Report on the Tender Offer for Securities of the Company by WHAVH as attached herewith
The Offerors may reduce the Offering Price and/or extend the Tender Offer period if there are any events that have material adverse impact on the Company's status or assets during the Tender Offer period; and
The Offerors may revise the offering terms or extend the Tender Offer period in order to compete with any other persons who also submit a tender offer for the Company's shares during the Tender Offer period.
Condition to cancel the Tender Offer
The Offerors may cancel the Tender Offer upon the occurrence of one or more of the following events:
Any event or action occurring after the submission of the Tender Offer documents to the Office of the Securities and Exchange Commission (the "SEC") but before the end of the Tender Offer Period, which has or may have a material adverse effect on the Company's status or assets, where such events or actions do not result from the acts of the Offeror or any acts for which the Offeror is responsible
Any event which results in the termination of the Proposed Delisting
Cancelation Period of the acceptance of the Tender Offer
The last day for the Offeree to cancel his/her acceptance of the Tender Offer is the 20th business day of the Tender Offer Period, which falls on January 5, 2016. The Offeree is able to cancel his/her acceptance of the Tender Offer at
the Tender Offer Agent's office from 9:30 a.m. to 4:30 p.m. on every business day from December 3, 2015 to January 5, 2016, inclusive, in total of 20 business days.
The Company has considered the Tender offer by taking into consideration the interest of the shareholders and would like to express our opinion to the shareholders as follows:
1. Historical performance of the Company, expected performance in the future as well as the assumptions applied
1.1) Historical performance of the Company
Hemaraj Land and Developer Public Company Limited has been established and started the business on August 15, 1988, by developing the Hemaraj Chonburi Industrial Estates at Chonburi province as the first project, to be the center of steel industry and exports industry. Later on, Eastern Industrial Estate Company Limited has been established as a subsidiary to develop the Eastern Hemaraj Industrial Estates (Map Ta Phut) at Rayong province, as the second project in September 1988, which is an industrial estate mainly for petrochemical, chemical, and steel industry. In 1992, the Company has increased its capital and distributed the shares thru Initial Public Offering and has become a listed Company in the Stock Exchange of Thailand ("the SET"). In 1993, the Company has become a Public Company.
Between 2012- 2015, the Company has major improvements in capital structure, shareholding structure, and business operation as follow:
2012 | : |
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Hemaraj Land and Development pcl issued this content on 2015-12-21 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2015-12-21 06:37:06 UTC
Original Document: http://ir.listedcompany.com/tracker.pl?type=6&id=503099
