Dynasty Ceramic Public Company Limited made a tender offer to acquire remaining 8.13% stake in The Royal Ceramic Industry Public Company Limited from Wall Street Finance & Securities and others for approximately THB 200 million.
February 09, 2021
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Dynasty Ceramic Public Company Limited (SET:DCC) made a tender offer to acquire remaining 8.13% stake in The Royal Ceramic Industry Public Company Limited (SET:RCI) from Wall Street Finance & Securities and others for approximately THB 200 million on February 10, 2021. Dynasty Ceramic Public Company Limited offered to acquire remaining 50.147341 million shares at a price of THB 3.9 per share. Dynasty Ceramic Public Company Limited wants to delist The Royal Ceramic Industry Public Company Limited's securities from being securities listed on the SET. On May 21, 2021, parties entered into amended terms of agreement, which included delisting of RCI, among others. On April 2, 2021, DCC received a letter of financial support for the Tender Offer from the Bank of Ayudhya Public Company Limited in the amount not exceeding THB 200 million covering all the capital required by DCC for the payment of the value of the Tender Offer to purchase all securities of the business. DCC will fund the transaction from internal cash flows and from loans from financial institutions. Board of Directors of The Royal Ceramic Industry Public Company Limited pass a resolution approved to propose the Annual General Shareholders' Meeting to consider and approve the delisting of The Royal Ceramic Industry Public Company Limited's securities from being securities listed on the Stock Exchange of Thailand (SET). Transaction is subject to an approval for the delisting from the shareholders of The Royal Ceramic Industry Public Company Limited by votes of no less than three-quarters of the total issued and sold shares, with no shareholders holding shares in an aggregate amount of more than 10% of the total issued and sold shares opposing such delisting and the delisting of the securities from being the listed securities in the SET is approved and/or waived by the relevant regulatory agencies, including the SET, the financial institutions, and other contractual parties under the relevant agreements (where this is necessary). Board of Directors also resolved to propose to the shareholders' meeting to consider and approve the delegation to the working team comprising of Maruth Saengsastra and/or Chanin Suppapinyopong, to consider and determine the details and/or to undertake any acts relating to the delisting of the Company's securities from being listed securities on the SET. Annual General Meeting of Shareholders to be held on March 29, 2021. On March 29, 2021, shareholders of Royal Ceramic Industry approved the transaction. On April 26, 2021, the precedent condition of the tender offer has been completed. Tender offer period is from April 27, 2021 till July 2, 2021.
KTB Securities (Thailand) Company Limited acted as financial advisor to The Royal Ceramic Industry Public Company Limited. Jay Capital Advisory Limited acted as financial advisor to Dynasty Ceramic Public Company Limited. Chiranat Chatcherdsak, Wasin Suteerayongprasert, Paphon Sirichotikul or Suthasinee Wannageera of Maybank Kim Eng Securities (Thailand) Public Company Limited (SET:MBKET) acted as tender offer agent to Dynasty Ceramic Public Company Limited. KTB Securities considers the deal as reasonable and recommends shareholders to approve the deal. Karin Audit Company Limited provided auditor's report on financials of RCI.
Dynasty Ceramic Public Company Limited is a Thailand-based company, which is principally engaged in the manufacturing and selling of ceramic wall and floor tiles, together with space rental and providing utilities service. The Company purchases the ceramic floor, wall and Tile grout from Tile Top Industry Public Co., Ltd., which is a subsidiary of the Company. The Company also purchases the ceramic floor and wall from The Royal Ceramic Industry Public Co., Ltd., which is a subsidiary of the Company. The Company orders other related products, such as Tile grout, Tile adhesive, Corner-trim for sale. The ceramic tiles produced by the Company and its subsidiaries comprise under the trademark Dynasty, Tile Top, Jaguar, Value, Mustang, Chicken, Birdie, Ducky, Swan, M, Cosmo and RCI. It distributes tiles through outlets, more than 200 outlets, which are its outlets. It owns one factory and other three factories of subsidiary company is located in Nong Khae district, Saraburi province.
Dynasty Ceramic Public Company Limited made a tender offer to acquire remaining 8.13% stake in The Royal Ceramic Industry Public Company Limited from Wall Street Finance & Securities and others for approximately THB 200 million.