(F10-6) (after the resolutions of Board of Directors has been obtained)
Form of Report on Delisting of Shares Big C Supercenter Public Company Limited 12 May 2017Attn: President
The Stock Exchange of Thailand
The Board of Directors Meeting of Big C Supercenter Public Company Limited (the "Company") No. 3/ 2017, held on 12 May 2017 at [•] hrs. has passed resolutions to approve the delisting of the Company's securities from the Stock Exchange of Thailand (the "SET"). The details are as followed:
-
Type of Securities of the Company
Ordinary/Preference shares
In the amount of 825,000,000 shares at the par value of Baht 10 per share, totaling Baht 8,250,000,000
Becoming listed securities on the SET since 3 January 1992
The latest trading price: Baht 233 per share on 12 May 2017
Debentures (Please see details in attachment 1)
In the amount of - debentures at the face value of Baht - each, totaling Baht - , debentures had been redeemed in an amount of
- debentures and there are - outstanding debentures.
Interest rate - Conditions of payment of interest
Offered to - , with a maturity of - years. Redemption date on -
Becoming listed securities on the Stock Exchange from -
The latest trading price: Baht - per debenture on -
Warrants
In the amount of - units of Baht - each, totaling Baht -
warrants had been exercised and there are - outstanding warrants.
- warrants may be exercised to subscribe for - shares at Baht - per share. Conditions for exercise of warrants -
Offered to - on - with a term of - years. Last exercise date
-
Becoming listed securities on the Stock Exchange on -
Latest trading price: Baht - per warrant on -
Other types of securities (please specify): - None -
-
Date of presentation to make recommendations concerning delisting of shares
The Presentation will be held on 16 June 2017, 14.00 hrs., at Meeting room 1201-1202, 12th Floor, Berli Jucker Building, No. 99, Soi Rubia, Sukhumvit 42 Road., Phra Khanong Subdistrict, Khlong Toei District, Bangkok
-
Date of shareholders meeting for delisting of shares
The Extraordinary General Meeting of Shareholders No.1/2017 will be held on 16 June 2017 at 14.00 hrs., at Meeting room 1201-1202, 12th Floor, Berli Jucker Building, No. 99, Soi Rubia, Sukhumvit 42 Road., Phra Khanong Subdistrict, Khlong Toei District, Bangkok which
the closing date of shareholders' register book for determination of shareholders who are entitled to attend the Meeting is on until the end of the Meeting.
the Record Date for determination of shareholders who are entitled to attend the Meeting is on 26 May 2017 and the date for collecting shareholders names under Section 225 of the Securities and Exchange Act is on 29 May 2017 (next business day after the Record Date).
-
Reasons and facts concerning the delisting of shares
Reference is made to the proposal provided by the Group of Berli Jucker Public Company Limited, a
maj or shareholder of the Company (" BJC"), holding approximately 97.94 percent of the total issued shares of the Company through BJC Supercenter Co., Ltd. and Saowanee Holdings Co., Ltd. BJC is desirous to delist the Company's securities from being the listed securities on the SET in order to resolve the issue with respect to and alleviate the fees to be incurred as a result of the incompliance of the free float requirement under the rules on qualifications on maintaining the status as a listed company on the SET. In this regard, Berli Jucker Group Company has commenced this process after the 12-month period following the expiration of the previous tender offer for the securities of the Company has lapsed.
-
The general offer to purchase shares and other securities convertible into shares of the Company from the shareholders and holders of securities
The offeror or group of offerors and relationship with the Company:
BJC and/or any subsidiaries in the group of BJC (any or jointly) as to be further notified.
Offer price of securities:
Baht 225.00 per ordinary share/unit
Name of financial advisor of the offeror
Siam Commercial Bank Public Company Limited.
Name of independent financial advisor Maybank Kim Eng Securities (Thailand) Plc.
-
Shareholders Distribution as at 3 March 2017
Top ten major shareholders
Name
Nationality
Occupation
No. of Shares Held
Shareholding Percentage
1.
BJC Supercenter Co., Ltd.
Thai
-
589,711,813
71.48
2.
Saowanee Holdings Co., Ltd.
Thai
-
218,280,000
26.46
3.
Aberdeen Growth Fund
-
-
2,451,100
0.30
4.
Aberdeen Long Term Equity
Fund
-
-
2,293,400
0.28
5.
Thai Nvdr Co., Ltd.
-
-
1,615,679
0.20
6.
Aberdeen Small Cap Fund
-
-
1,451,400
0.18
7.
Bnp Paribas Securities Services,
London Branch
-
-
1,262,700
0.15
8.
Aberdeen Smart Capital -
Retirement Mutual Fund
-
-
1,136,600
0.14
9.
Bnp Paribas Securities Services Singapore Branch
-
-
841,200
0.10
10.
Hsbc Bank Plc-West Yorkshire Pension Fund 4th Floor Britannia House Hall Ings Bradford Bd1 1hx
-
-
550,000
0.07
Number of shareholders
All of shares in the Company are held by 2,298 persons, in an amount of 825,000,000 shares
Number of minority shareholders who hold not more than 0.5 percent of the total paid-up capital but not less than one board lot: 1,663 persons, aggregately holding 17,001,827 shares, representing 2.0608 percent of the total issued shares.
- Board of Directors of the Company as at 12 May 2017
Name | Position | Shareholding Percentage |
Mr. Charoen Sirivadhanabhakdi | Chairman of The Board of Directors | 0% |
Khunying Wanna Sirivadhanabhakdi | Director | 0% |
Ms.Potjanee Thanavaranit | Independent Director and Chairman of the Audit Committee | 0% |
Police General Aek Angsananont | Independent Director | 0% |
General Nivat Meenayotin | Independent Director and Audit Committee | 0% |
Mr.Vachara Tuntariyanond | Independent Director and Audit Committee | 0% |
Ms. Suvabha Charoenying | Independent Director | 0% |
Mr. Sithichai Chaikriangkrai | Director | 0% |
Mr. Weerawong Chittmittrapap | Director | 0% |
Name | Position | Shareholding Percentage |
Mr. Chotiphat Bijananda | Director | 0% |
Mrs. Thapanee Techajareonvikul | Director | 0% |
Ms. Sureerat Silpsakulsuk | Director | 0% |
Mr. Aswin Techajareonvikul | Chief Executive Officer and President | 0% |
Mrs. Vipada Duangratana | Independent Director | 0% |
Miss Rumpa Kumhomreun | Director | 0% |
We confirm that the information contained in this report is accurate and complete in all respects.
Signature Authorized director ( Ms. Rumpa Kumhomreun )
Director
Signature Authorized director
(Mr. Aswin Techajareonvikul)
Director
Signature Authorized director
( )
Big C Supercenter pcl published this content on 15 May 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 15 May 2017 06:22:18 UTC.
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