-TRANSLATION- Subject : Notification of the Approval for the Acquisition of Shares of Sammakorn Public Company Limited

Transcription

1 -TRANSLATION- RPC/HO-SET/ELCID-0031/ November 2012 Subject : Notification of the Approval for the Acquisition of Shares of Sammakorn Public Company Limited Attention: The President The Stock Exchange of Thailand The Board of Directors meeting No. 10/2012 has unanimously approved the Company to acquire shares of Sammakorn Public Company Limited ( SAMCO ) totaling 99 million shares from 2 SAMCO s major shareholders, 69 million shares from the 1 st shareholder and 30 million shares from the 2 nd shareholders, at the acquisition price of THB 2.60 per share (par value of THB 1 per share) or for the total amount of THB million. However, SAMCO is now in the process to seek for its shareholders approval for the capital increase of 200 million shares, which shall be allotted (1) to SAMCO s existing shareholders (Right Offering) totaling 150 million shares, for the ratio of 3 existing shares for 1 newly issued share, at the offering price of THB 2.20 per share; and (2) via a Private Placement totaling 50 million shares plus the remaining shares from the Right Offering. Currently, SAMCO is in the process of negotiation with some business partner to subscribe the Private Placement portion, so that the offering price of this tranche will later be determined. Such Private Placement price shall not be lower than the Right Offering price as stated in (1); neither can it be lower than 90 percent of the market price (the market price equals to the weighted average price (VWAP) over 7 consecutive business days prior to the date that SAMCO s Board of Directors approved to propose the agenda to the shareholders meeting or between 30 October November 2012 which equals to THB 2.43 per share). Also the Private Placement subscriber shall not be SAMCO s connected persons. Consequently, the aforementioned acquisition of SAMCO s shares will come with the right for the Company to subscribe the Right Offering tranche totaling 33 million shares at the offering price of THB 2.20 per share or for the total value of THB million. In combined, the acquisition of SAMCO s shares is classified as an acquisition and disposition of assets according to the Capital Market Supervisory Board No. TorChor. 20/2551 Re: Rules on Material Transactions Deemed as Acquisition or Disposition of Assets, and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets 2004 (hereinafter collectively referred to as the Notifications on Acquisition and Disposition ). Since the highest volume of the Transaction calculated by Net Tangible Assets (NTA) equaling to percent, the Transaction is classified as Class 2 transactions where the Company is obliged to immediately disclose information memorandum concerning the Transaction to the Stock Exchange of Thailand (the SET ) and the Company shall serve a written notice of its decision to enter into the Transaction on the shareholders within 21 days from the date of disclosure of information to the SET. In order to comply with the Notification on Acquisition and Disposition, the Company would like to disclose the information memorandum concerning the transaction. Details are as follows:

2 1. Transaction Date -TRANSLATION The Company has already acquired SAMCO s shares from SAMCO s major shareholders totaling 99 million shares at the purchase price of THB 2.60 per share since 22 November 2012 where the sell and purchase were made via the SET The Company will be eligible to subscribe shares via the Right Offering only after the Extraordinary General Meeting of SAMCO s shareholders No. 1/2012 on 13 December 2012 having approved the capital increase. 2. Parties Involved and Their Relationship with the Company Seller: 2 major shareholders of SAMCO, who are the 1 st and the 2 nd shareholders Buyer: Rayong Purifier Public Company Limited Relationship between Seller and Buyer Neither the Buyer nor the Seller has any relationship classified as connected persons according to the Notification of the Capital Market Supervisory Board No. TorChor. 21/2551 Re: Rules on Connected Transactions and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions, General Characteristics of the Transaction The Transaction can be divided into 2 tranches: 3.1. The acquisition of SAMCO s shares from SAMCO s major shareholders for 99 million shares at the acquisition price of THB 2.60 per share or for the total amount of THB million. The Company has already acquires the aforementioned shares since 22 November Such sell and purchase were made via the SET Subscription of the Right Offering, with the ratio of 3 existing shares for 1 newly issued share, totaling 33 million shares at the offering price of THB 2.20 per share of for the total amount of THB million. However, The Company will be eligible to subscribe shares via the Right Offering only after the Extraordinary General Meeting of SAMCO s shareholders No. 1/2012 on 13 December 2012 having approved the capital increase. 4. Details of the Assets Acquired 4.1. Company Name: Sammakorn Public Company Limited ( SAMCO ) 4.2. Address: 195 Wangsapathum, Phayathai Road, Pathumwan Bangkok 4.3. Nature of Business: SAMCO business focuses on development and sales of residential project, which are mainly detached houses. It currently develop extension phase on 9 existing projects which are Aqua Divina Ramkhamhaeng 94, Sammakorn Ramkhamhaeng, Sammakorn Minburi 1, Sammakorn Minburi 2, Sammakorn Nimit Mai, Sammakorn Rangsit Klong 2, Sammakorn Rangsit Klong 7, Sammakorn Rachapruek, and Sammakorn Nakorn In. SAMCO is currently developing a new project called Flora Divina located on 345 Rd., Rachapruek.

3 -TRANSLATION Capital Structure: As at 19 April 2012, SAMCO has its registered capital of THB 530 million comprising of 530 common shares with par value of THB 1 each and has its paid-up capital of THB 450 million comprising of 450 million shares with par value of THB 1 each % Shareholding before the Acquisition: 4.6. No. of Shares Acquired: 4.7. % Shareholding after the Acquisition: 0.54 (As at 21 November 2012) Totaling 132 million shares consisting of the purchase from SAMCO s major shareholders for 99 million shares, and the subscription of Right Offering of 33 million shares percent in case SAMCO s shareholders do not approve the capital increase, and not lower than percent in case the capital increase has been approved and SAMCO can sell all incremental shares 4.8. Major Shareholders of SAMCO as at 19 April 2012, which is the latest book closing date, can be summarized as the following: No. Name of the Shareholders Shares % 1. THE 1 ST SHAREHOLDERS 197,414, THE 2 ND SHAREHOLDERS 45,847, THE 3 RD SHAREHOLDERS 25,000, THE 4 TH SHAREHOLDERS 20,488, THE 5 TH SHAREHOLDERS 20,000, THE 6 TH SHAREHOLDERS 15,424, THE 7 TH SHAREHOLDERS 14,821, THE 8 TH SHAREHOLDERS 11,705, THE 9 TH SHAREHOLDERS 7,996, THE 10 TH SHAREHOLDERS 6,330, OTHERS 84,971, GRAND TOTAL 450,000, Please refer to the website of the Stock Exchange of Thailand for the full details of the major shareholders of SAMCO as at 19 April Board of Directors Name of the Directors ADM. M.L. USNI PRAMOJ MR. KITTIPOL PRAMOJ NA AYUDHYA MR. PONG SARASIN POL.MAJ. CHINNAPAT SARASIN MR. KAVI ANSVANANDA MR. SOMSAK KEMARANGSI MR. BIBIT BIJAISORADAT MR. ANUTHIP KRAIRIKSH MR. PARON ISARASENA NA AYUDHAYA Position CHAIRMAN OF THE BOARD MANAGING INDEPENDENT INDEPENDENT / CHAIRMAN OF THE AUDIT COMMITTEE

4 MR. ABHIJAI CHANDRASEN MR. SITTHICHAI CHANTRAVADEE -TRANSLATION- INDEPENDENT / AUDIT COMMITTEE INDEPENDENT / AUDIT COMMITTEE Connected Persons with the Company and Their Shareholdings Mr. Bibit Bijaisoradat is an independent director of the Company and he is also a director of SAMCO. He holds 0.02 percent of shares in the Company and 0.02 percent of shares in SAMCO. 5. Value of Consideration Total value of consideration of THB 330 million can be divided into 2 tranches: acquisition of shares from SAMCO s major shareholders for THB million and subscription of Right Offering of THB million. 6. Criteria for Determination of the Consideration 6.1. Purchase price of shares from SAMCO s major shareholders are based on negotiation basis Subscription price of Right Offering was set by the Board of Directors and the shareholders of SAMCO. 7. Transaction Volume 7.1. Net Tangible Assets Basis Unit : THB Million Consol. Statements 30 September 2012 Financial Statements 30 June 2012 RPC SAMCO KPEG 2/ SAP 2/ Net Tangible Assets ( NTA ) , Proportion of Shareholding 1/ 22.54% 26.00% 22.00% NTA Proportionate to Shareholding Remarks: 1/ Using percentage of shareholding after the acquisition of shares from SAMCO s major shareholders in the calculation, since there is still some uncertainty in the percentage of shareholding of the Company after SAMCO s capital increase due to SAMCO s shareholders having not yet been approved the capital increase and the number of newly issued shares to be subscribed both via the Right Offering and via Private Placement being not able to reasonably estimated at the present time. 2/ in the last 6 months, the Company has entered into 2 assets acquisition transactions, which are the acquisition of shares in SCT Sahaphan Company Limited ( SAP ) accounting for 22 percent of SAP s paid-up capital for the amount of THB 5.63 million and the acquisition of KP Energy Group Company Limited ( KPEG ) for 26 percent of KPEG s paidup capital for the amount of THB 8.04 million Volume of the Transaction per the NTA basis = ( ) / = 45.08%

5 7.2. Net Income Basis -TRANSLATION- Since the Company operates at losses in the last twelve months during 1 October September 2012, calculation of volume of the transaction according to this basis cannot be made Total Value of Consideration Basis THB Million No. of existing shares to be purchased (Million Shares) Purchase price of existing shares (THB per Share) 2.60 Total value of existing shares purchase (THB Million) No of shares can be subscribed via Right Offering (Million Shares) Right Offering price (THB per Share) 2.20 Total value of Right Offering subscription (THB Million) Assets acquisition transactions in the last 6 months Value of the purchase of SAMCO s shares via the SET prior 5.47 to the decision to purchase SAMCO s shares from the major shareholders (as at 21 November 2012) Consideration paid for the acquisition of KTE s shares 8.04 Consideration paid for the acquisition of SAP s shares 5.63 Total value of consideration paid for the assets acquisitions in the last 6 months Grand Total Total assets of RPC (as at 30 September 2012) 2, Volume of the Transaction per the Total Value of Consideration Basis = / 2, = 12.58% The Transaction is classified as an acquisition and disposition of assets according to the Notifications on Acquisition and Disposition. Since the highest volume of the Transaction calculated by Net Tangible Assets (NTA) equaling to percent, the Transaction is classified as Class 2 transactions where the Company is obliged to immediately disclose information memorandum concerning the Transaction to the Stock Exchange of Thailand (the SET ) and the Company shall serve a written notice of its decision to enter into the Transaction on the shareholders within 21 days from the date of disclosure of information to the SET 8. Source of Fund Source of fund shall come from the Company s cash. 9. Benefits of the Transaction 9.1. Currently, the Company and SAMCO are co-investors in Pure Sammakorn Development Company Limited ( PSDC ) with the business focusing on the developmnet of community malls in the greater Bangkok area. The Company holds percent and SAMCO holds percent of the paid-up capital of PSDC, respectively. Therefore, the direct investment in SAMCO is considered an extended collaboration with the Company s existing alliance. It also provide to the Company an opportunity to widen its property development coverage Since the Company will hold SAMCO s shares of percent in case SAMCO s shareholders do not approve the capital increase, and of not lower than 20.68

6 -TRANSLATION- percent in case the capital increase has been approved and SAMCO can sell all incremental shares; the Company will be benefited from the realization of the investment by equity method As SAMCO has been operating at profit, the investment will provide the Company with opportunity to receive dividend payment. SAMCO has its dividend policy to payout around 60 percent of its bottom line. However, during , SAMCO had its dividend payout ratios at around 50 percent and 45 percent of its net incomes in the corresponding year, respectively. 10. Opinion of the Board of Directors Regarding the Transaction The Company s Board of Directors, excluding the director who has conflict of interest, has unanimously approved the acquisition of SAMCO s shares, for entering into the transaction will provide the Company benefits as previously stated in Article Opinion of the Audit Committee and/or Directors which is Different from that of the Board of Directors - None - The Company hereby certifies that the information contained in this memorandum is true and complete in all respect. Please be informed accordingly. Respectfully Yours, (Mrs. Siraporn Krishnakan) President Investor relation / Office of Managing Director ir@rpcthai.com Tel ,