PUBLIC ANNOUNCEMENT THE PAN GROUP JOINT STOCK COMPANY

Transcription

1 PUBLIC ANNOUNCEMENT THE PAN GROUP JOINT STOCK COMPANY (Business registration certificate No , initially registered on 31 August 2005 and amended the 12th time on 25 August 2015 by the Department of Investment and Planning of Ho Chi Minh City) PUBLIC OFFERING (According to Official Letter No / UBCK - QLPH by the State Security Commission of Vietnam on November 6 th,2015) Name of shares: shares of National Seed Joint Stock Company ( NSC ) Par value: VND 10,000/share Bid price: VND 102,200/share Total amount of bids: 1,857,007 shares Securities company as bid agent: Saigon Securities Incorporation (SSI) Address: 72 Nguyen Hue, District 1, HCMC Phone: (+84) Fax: (+84) Website:

2 I. Characteristics of the bid individual/organization 1. Name, address, telephone number, fax number, website, chartered capital and number of outstanding shares: - Company name: THE PAN GROUP JOINT STOCK COMPANY - English name: THE PAN GROUP - Address: 236/43/2 Dien Bien Phu Street, Ward 17, Binh Thanh District, Ho Chi Minh City, Vietnam - Telephone: (08) Fax: (08) Website: thepangroup.vn - Agent for securities account: Saigon Securities Incorporation (SSI). Securities account number: 003C Bank account: Asia Commercial Bank (ACB) District 1 Branch - Account number: Legal basic of business activities: Business registration certificate No , initially registered on 31 August 2005 and amended the 12th time on 25 August 2015 by the Department of Investment and Planning of Ho Chi Minh City - Stock of the Company was listed on the Ho Chi Minh City Stock Exchange with PAN code. - Number of outstanding shares: 83,43,748 shares 2. Overview about business lines, operational status, orientation, and development plan: - Main products/services: Investment in agriculture, aquaculture, consumer foods and utility services. - Operation, orientation and development plan: PAN achieved impressive business operation result during past several years. PAN s vision is to become a leading regional agriculture and food company, starting up from Vietnam and expanding over the region, via continuously implementing investment strategy through M&A of potential companies with effective business activities, transparency and excellent corporate governance. Company s operating ratio from 2014 to now Unit: VND Million 2014 H H Total assets 1,161,689 1,977,019 2,253,204 3,631,639 Net revenue 11,865 3,432 1,121,777 1,061,106 Operating profit 71,867 68, , ,737 Other profit 2-3,845 5,507 Profit before tax 71,869 68, , ,244 Profit after tax 70,732 67, , ,527 Dividend rate 10.00% % -

3 3. The financial situation and indicators: based on audited separate and consolidated financial statements 2014 and first half of 2015: Company s financial indicators Unit: VND Million 2014 H H Total assets 1,161,689 1,977,019 2,253,204 3,631,639 Short-term assets 138, ,176 1,270,794 2,099,024 Long-term assets 1,023,018 1,718, ,410 1,532,615 Total Resources 1,161,689 1,977,019 2,253,204 3,631,639 Short-term liabilities 7,735 12, , ,176 Long-term liabilities 1, , ,627 Owners equity 1,152,833 1,964,687 1,214,969 2,006,794 Minority Interest n/a n/a 506, ,042 Financial efficient ratios 31/12/ /06/ /12/ /06/ Liquidity ratio Current ratio Quick ratio Leverage ratio Debt/Total asets Debt/Total Owners equity Operating performance ratio Inventory turnover Net revenue/ Total assets 1.0% 0.2% 50% 29% 4. Profitability ratio Consolidated profit after tax/net sales 596% 1,972% 14.10% 11.30%

4 Net income to parent shareholderss/owners equityh Consolidated profit after tax/total assets Consolidated operating profit/net sales 31/12/ /06/ /12/ /06/2015 6% 3.40% 8.30% 2.60% 6% 3.40% 7.10% 3.50% 606% 1,988% 14.80% 13.30% 4. Shareholder structure (at the date of Public offerings): No. Shareholders No. of shareholders No. of shares Ownership (%) 1 Foreign shareholders ,225, % 2 Domestic shareholders 1,005 43,918, % Total 1,118 83,143, % Source: Company s Shareholders Book for AGM 2015 and reports of transaction of large and internal shareholders II. Target company: Company name: National Seed Joint Stock Company Address: No. 1, Luong Dinh Cua Street, Phuong Mai Ward, Dong Da District, Hanoi Current chartered capital: VND (in words: one hundred and fifty two billion nine hundred and fifty million VND) Number of outstanding shares: shares Par value: VND10.000/share Stock of National Seed Joint Stock Company was listed on the Ho Chi Minh City Stock Exchange with NSC code Type of bid registration share: common shares, unlimited transfer Bid objects: Shareholders who are holding shares of National Seed JSC have the right for free transfer. III. The relationship between the publish offerings company and the target company PAN Food., JSC has been the major shareholder (holding 62.86% of the chartered capital of National Seed Joint Stock Company) and the associated organizations about key personnel of National Seed Joint Stock Company as follows: No. Related parties Position at PAN Position at NSC 1 Ms. Nguyen Thi Tra My BOD Member BOD Member 2 Ms. Le Thi Le Hang BOM Member Vice Chairman 3 Mr. Tran Dinh Long BOM Member BOD Member 4 Mr. Michael Louis Rosen Vice Chairman BOD Member

5 5 Mr. Nguyen Tuan Anh CFO BOS Member IV. Quantity and percentage of shares holding by bid institutions/individuals in the target company The PAN Group is holding 9,614,243 shares, equivalent to 62.86% of the total number of NSC outstanding shares. V. Number and percentage of expected bid shares and distribution method The total number of expected bid shares: 1,857,007 shares, equivalent to 12.14% of the outstanding shares of National Seed Joint Stock Company. Number of shares owned and % of ownership after the purchases: 11,471,250 shares, equivalent to 75% of total NSC s outstanding shares. Distribution method: in case the shares registered for sale exceeds the registered number of shares for public tender, the actual number of shares to purchase will be calculated proportional to the number of shares that each shareholder of NSC register to sell at one price. The number of shares to purchase will be rounded to tens VI. Estimated bid price: VND /share VII. Capital for the bid: use company s own capital and other legal capital IX. Bid purpose and estimated business and operation plans after the implementation of the publish offerings: to increase the percentage of ownership and invest for long-term X. Bid time and the expected time for completion of the publish offerings: Within 30 to 60 days after the written approval of the State Securities Commission about publish offerings and the company disclosed information under the provisions of law. - Bid time: from 11/11/2015 to 15/12/ Expected time for completion of the publish offerings: the deadline to register for selling shares 15/12/2015 XI. Conditions to cancel the offering (if any): Under the provisions of Article 49, Decree 58/2012/TT- BTC published by government on July 20 th, The percentage of minimum registered share for sale: no limitation XII. The duration and payment method: Follow the instructions of Vietnam Securities Depository and Ho Chi Minh City Stock Exchange. XIII. Name of securities company as bid agent Saigon Securities Incorporation (SSI) Address: 72 Nguyen Hue, District 1, HCMC Phone: (+84) Fax: (+84) Website: Ho Chi Minh City, 10/11/2015 Publish offerings organization/individual THE PAN GROUP JOINT STOCK COMPANY ACTING CEO (Signature, full name and seal) NGUYEN VAN KHAI