7f71975b-fc6e-43db-a478-2a6941191807.pdf

Ref No : HRD 386/2015


Dated 2 December 2015


Subject: Submission of Copy of the Tender Offer to Purchase Securities of Hemaraj Land And Development Public Company Limited (Form 247-4)


Attention : President

The Stock Exchange of Thailand


Atttachment : Tender Offer for the securities of Hemaraj Land and Development


Hemaraj Land and Development Public Company Limited ('the Company') would like to inform you that the Company has received the Tender Offer to Purchase Securities of the Company from WHA Venture Holding Company Limited as a Tender Offeror on 2 December 2015 as this attachment.


Please kindly be informed accordingly.


Your faithfully,


Mr.Krailuck Asawachatroj Deputy Managing Director

(Translation)


Tender Offer for Securities (Form 247-4)


OF


HEMARAJ LAND AND DEVELOPMENT PUBLIC COMPANY LIMITED


Amount of 691,031,781 ordinary shares


From December 3, 2015 to February 9, 2016 on Business Day from 9:30 a.m. to 4:30 p.m.


By


WHA VENTURE HOLDING COMPANY LIMITED


Tender Offer Preparer

JVS FINANCIAL ADVISORY COMPANY LIMITED


Tender Offer Agent

SCB SECURITIES COMPANY LIMITED Content


Page

Part 1

Significant Elements of the Tender Offer

3

Part 2

Information on the Offeror

6

1. Details of the Offeror

6

2. Detail of the Preparer of the Tender Offer

13

3. Details of Other Advisor

13

4. Relationship between the Offeror and Hemaraj/major shareholders/directors of Hemaraj

14

5. Other Relevant Information for the Shareholders' Decision Making

16

Part 3

Information on the Company

17

1. Details of the Company

17

2. Business Plan after Takeover

21

Part 4

Additional Information of the Tender Offer

22

1. Tender Offer Acceptance Procedures

22

2. Procedure for the purchase of securities

24

3. Rights of securities holders who confirmed their Tender Offer

26

4. Cancellation of the Tender Offer

26

5. Procedure of returning the Ordinary Shares to the Offerees for the case that Tender Offer process has been cancelled

27

6. Determination of the Offer Price

28

7. Securities acquired before the Tender Offer

28

Part 5

Certification of Information

29

Appendix A

Map of SCB Securities Company Limited

Appendix B

Tender Offer Acceptance Procedure and Forms

Appendix C

Tender Offer Cancellation Procedure and Forms

Appendix D

Tender Offer Acceptance Procedure and Forms For Non-Voting Depository Receipt (NVDR)

Appendix E

Amendment of Securities Holder Information Form


1


Disclaimer

Tender Offer for Securities of HEMRAJ

Form 247-4


'This English translation of the Tender Offer document has been prepared solely for the convenience of foreign shareholders of Hemaraj Land and Development Public Company Limited and should not be relied upon as the definitive and official Tender Offer document of the Offeror. The Thai language version of the Tender Offer document is the definitive and official document for the Offeror and shall prevail in all respects in the event of any inconsistency with the English translation.'


2

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