Submission of a revision of the Tender Offer Document for the securities of Siam Global House Public Company Limited

Transcription

1 (Translation) October15, 2012 Subject: To: Ref: Attachments: Submission of a revision of the Tender Offer Document for the securities of Siam Global House Public Company Limited President, The Stock Exchange of Thailand The Statement of Tender Offer to purchase the securities of Siam Global House Public Company Limited, dated October 4, 2012 Disclosure of a revision of the Tender Offer Document for the securities of Siam Global House Public Company Limited The Siam Cement Public Company Limited (SCC) hereby announces that on October 4, 2012, SCG Distribution Co., Ltd. ( Tender Offeror ), a wholly owned subsidiary of SCC, has submitted the Statement of Tender Offer Document for the securities of Siam Global House Public Company Limited (the Statement of Tender Offer ) to the Securities and Exchange Commission and the Stock Exchange of Thailand with Finansa Securities Limited as the Tender Offer Preparer and Finansia Syrus Public Company Limited as the Tender Offer Agent. The Tender Offeror and the Tender Offer Preparer would like to make a revision of the Tender Offer Document for the securities of Siam Global House Public Company Limited as attached herewith. Please be informed accordingly. Yours faithfully, The Siam Cement Public Company Limited -Signed by- Mr.Chaovalit Ekabut Vice President-Finance and Investment & CFO

2 (Translation) October 13, 2012 Subject: To: Revision of the Tender Offer Document for the securities of Siam Global House Public Company Limited The Secretary The Office of the Securities and Exchange Commission ( the SEC ) Reference is made to the Tender Offer Document for the securities of Siam Global House Public Company Limited ( the Company ) submitted by SCG Distribution Co., Ltd. (the Offeror ) and Finansa Securities Limited as the Tender Offer Preparer to the SEC on October 4, The Offeror and the Tender Offer Preparer would like to make a revision on the Tender Offer Document as detailed in the enclosed document. Please be informed accordingly. Sincerely yours, (Mr. Kajohndet Sangsuban) President SCG Distribution Company Limited The Offeror (Mr. Kittipong Lertvanagkul) Managing Director Finansa Securities Limited Tender Offer Preparer Copy to: The President of Stock Exchange of Thailand Chief Executive Officer of Siam Global House Public Company Limited

3 (Translation) The Revision of Tender Offer Document for Securities of Siam Global House Public Company Limited 1. Revision of Section 2, Page 15, item Shareholding, either direct or indirect, by the Offeror or its authorized persons (in case the Offeror is a juristic person) in the Company or the Company s major shareholders (1) Holding of shares in the Company As at the submission date of the Tender Offer, the Offeror does not hold any share in the Company. (2) Holding of shares in the major shareholders of the Company The Offeror does not hold any share in the major shareholders of the Company. 4.2 Shareholding, either direct or indirect, by the Offeror or its authorized persons (in case the Offeror is a juristic person) in the Company or the Company s major shareholders (1) Holding of shares in the Company As at the submission date of the Tender Offer, the Offeror or its authorized persons does not hold any share in the Company. (2) Holding of shares in the major shareholders of the Company As at the submission date of the Tender Offer, the Offeror or its authorized persons does not hold any share in the major shareholders of the Company. 2. Revision of Section 3, Page 21, item 1.2 (Unit: Baht) 30 June, 2012 Dec 31, 2011 Dec 31, 2010 Dec 31, 2009 Total Assets 10, , , , Total Liabilities 5, , , , Shareholders Equity 4, , , , Registered Capital 2, , Paid-Up Capital 1, , Total Revenues 5, , , ,

4 30 June, 2012 Dec 31, 2011 Dec 31, 2010 Dec 31, 2009 Total Expenses 1 4, , , , Net Profit Earnings per Share 2 (Baht) Diluted Earnings per Share 3 (Baht) Dividends per Share 4 (Baht) Book value per Share (Baht) (Unit: Million Baht) 30 June, 2012 Dec 31, 2011 Dec 31, 2010 Dec 31, 2009 Total Assets 10, , , , Total Liabilities 5, , , , Shareholders Equity 4, , , , Registered Capital 2, , Paid-Up Capital 1, , Total Revenues 5, , , , Total Expenses 1 4, , , , Net Profit Earnings per Share 2 (Baht) Diluted Earnings per Share 3 (Baht) Dividends per Share 4 (Baht) Book value per Share (Baht) Revision of Section 3, Page 26, item 1.4 No. Name Position 1. Mr. Apisit Rujikeatkamjorn Chairman and Independent Director 2. Mr. Witoon Suriyawanakul Chairman of Management Committee and Director 4. Mr. Anawat Suriyawanakul Director 5. Mrs. Warunee Suriyawanakul Director 6. Mr. Yuttana Suriyawanakul Director 7. Miss Chutikan Srisaengchan Director Page 2

5 No. Name Position 8. Mr. Pongsak Suriyawanakul Director 10. Mr. Montree Socatiyanurak Chairman of Audit Committee and Independent Director 11. Mrs. Phornsiri Thivavarnvongs Audit Committee and Independent Director 12. Mr. Surasak Chuntori Audit Committee and Independent Director No. Name Position 1. Mr. Apisit Rujikeatkamjorn Chairman and Independent Director 2. Mr. Witoon Suriyawanakul Chairman of Management Committee and Director 3. Mr. Anawat Suriyawanakul Director 4. Mrs. Warunee Suriyawanakul Director 5. Mr. Yuttana Suriyawanakul Director 6. Miss Chutikan Srisaengchan Director 7. Mr. Pongsak Suriyawanakul Director 8. Mr. Montree Socatiyanurak Chairman of Audit Committee and Independent Director 9. Mrs. Phornsiri Thivavarnvongs Audit Committee and Independent Director 10. Mr. Surasak Chuntori Audit Committee and Independent Director 4. Revision of Section 3, Page 28, item Policies and plans of business operations During the 12-month period after the end of the Tender Offer Period, the Offeror will implement activities in relation to the business expansion of the Company, the competitiveness enhancement, the transfer of knowledge, and to provide other supports to the Company in a proper time. Details can be summarized as follow; (a) (b) (c) (d) Accelerate and optimize the domestic expansion of the Company s branches. Enhance the procurement capabilities of the Company from the economies of scale and the increase of rebate income. Improve the efficiency of the Company on category management, space allocation, and sourcing. Escalate the potential and efficiency of the Company in warehouse management, logistics, and distribution. Page 3

6 (e) (f) (g) Assist the Company to organize appropriate human resources management. Enhance branches expansion opportunities of the Company in ASEAN countries, namely Indonesia, Malaysia, Philippines, Vietnam, Cambodia, Laos, Singapore, Myanmar, and Brunei. To support the business operation of the Company, the Offeror will propose appropriate support teams to the Board of Directors and Management of the Company for their consideration. However, in case that there is an event that may significantly affect the business operation and the financial status of the Company, the Offeror may review and make some changes to policies or business plans as deemed appropriate, by taking into account the benefits of the Company. And if the mentioned changes are significantly deviated from those previously declared in this Tender Offer, the Offeror shall seek for approvals from the Board of Directors meeting and from the shareholders meeting in compliance with the rules and regulations of the Company and other relevant rules and regulations. Additionally, during the 12-month period after the end of the Tender Offer Period, the Offeror has no plan to change the Company s dividend policy. 2.2 Policies and plans of business operations Regarding the policies and plans of business operations during the 12-month period after the end of the Tender Offer Period, the Offeror has agreed to implement activities as defined in the SSA between the Company and the Offeror which include the business expansion of the Company, the competitiveness enhancement, the transfer of knowledge, and providing other supports to the Company in a proper time. The Offeror believes that the supporting activities would create benefits to the Company as details follow; (a) (b) (c) (d) Accelerate and optimize the domestic expansion of the Company s branches. Enhance the procurement capabilities of the Company from the economies of scale, which could reduce costs, and the increase of rebate income. Improve the efficiency of the Company on category management, space allocation, and sourcing through information technology and back-end systems which will enhance the business capabilities of the Company. Escalate the potential and efficiency of the Company in warehouse management, distribution center, logistics, and distribution. Page 4

7 (e) (f) (g) Assist the Company to organize appropriate human resources management to support the expansion of the Company s business and enhance the business capabilities of the Company. Enhance branches expansion opportunities of the Company in ASEAN countries, namely Indonesia, Malaysia, Philippines, Vietnam, Cambodia, Laos, Singapore, Myanmar, and Brunei. To support the business operation of the Company, the Offeror will propose appropriate support teams to the Board of Directors and Management of the Company for their consideration. The Offeror and the Company will study and further consider the investment plan and business plan, subsequently. However, in case that there is an event that may significantly affect the business operation and the financial status of the Company, the Offeror may review and make some changes to policies or business plans as deemed appropriate, by taking into account the benefits of the Company. And if the mentioned changes are significantly deviated from those previously declared in this Tender Offer, the Offeror shall seek for approvals from the Board of Directors meeting and from the shareholders meeting in compliance with the rules and regulations of the Company and other relevant rules and regulations. Additionally, during the 12-month period after the end of the Tender Offer Period, the Offeror has no plan to change the Company s dividend policy. Page 5

8 5. Revision of Section 4, Page 41, item Method of Offer Price determination The Offer Price of Baht 14 per share and Baht 9.30 per unit of warrant are the price that the Offeror considers appropriate. In addition, it is also the same price as the price that Offeror shall pay to acquire 224,000,000 newly issued shares of the Company through the Private Placement during the Tender Offer Period. 6.1 Method of Offer Price determination The Offer Price of Baht 14 per share is the price that the Offeror shall pay to acquire the newly issued shares of the Company according to the Share Subscription Agreement Regarding the Issuance, Allocation, and Subscription of the newly issued shares of Siam Global House Public Company dated August 26, The Offer Price of Baht 9.30 per unit of warrant is the price that is equal to the difference between the tender offer price of the ordinary share and the exercise price of the warrant at Baht 6.25 (Six point two five) per share multiply by the conversion ratio of 1.2 ordinary share per warrant. Page 6