Notification of receipt of the Tender Offer for Securities in Siam Makro Public Company Limited (Form 247-4) (Part 1/2)

Date/Time

26 Oct 2021 18:23:32

Headline

Notification of receipt of the Tender Offer for Securities in Siam Makro Public Company Limited (Form 247-4) (Part 1/2)

Symbol

MAKRO

Source

MAKRO

Full Detailed News

                Schedule of Shareholders' meeting

Subject                                  : Schedule of Extra-General Meeting of 
Shareholders
Date of Board resolution                 : 31-Aug-2021
Shareholder's meeting date               : 12-Oct-2021
Beginning time of meeting (h:mm)         : 15 : 30
Record date for the right to attend the  : 15-Sep-2021
meeting
Ex-meeting date                          : 14-Sep-2021
Significant agenda item                  :
  - Capital increase
Venue of the meeting                     : via an electronics means
______________________________________________________________________

Increasing Capital

Subject                                  : Specifying  the purpose of utilizing 
proceeds
Date of Board resolution                 : 31-Aug-2021
Number of additional common shares       : 6,372,323,500
(shares)
Total of additional shares (shares)      : 6,372,323,500
Par value (baht per share)               : 0.50
Type of allocated securities             : Common shares
  Allocated to                           : Private placement
    Person(s) receiving allotment(s)     : C.P. Retail Holding Company Limited
    Number of allotted shares (shares)   : 5,010,323,500
    % of Paid Up Capital after capital   : 44.85
increase
    Subscription price (baht per share)  : 43.50
    Subscription period (New)            : From 25-Oct-2021 to 25-Oct-2021
    Total shares allocated to Private    : 5,010,323,500
Placement (Shares)
  Allocated to                           : Public offering
    Number of allotted shares (shares)   : 1,362,000,000
Remark                                   :
Private Placement (PP):
for the acceptance of the transfer of the entire business of C.P. Retail Holding
Company Limited ("CPRH"). Following the registration of dissolution and as part
of the liquidation process of CPRH, all remaining assets of CPRH, including
shares in the Company, will be transferred back to CPRH Shareholders: CPALL, CPH
and CPM in proportion to their respective shareholding. In this regard, CPALL,
CPH and CPM will be required to comply with the relevant regulations of the SET.
Public Offering (PO):
The Public Offering, the Company may consider to allocate certain portions of 
the newly issued ordinary shares for offering to (a) existing shareholders of
the Company (other than CPALL and subsidiaries of CPALL); (b) existing
shareholders of CPALL (other than the CPG group as specified in Form 56-1 for
the year 2020 of CPALL); and (c) existing shareholders of CPF (other than the
CPG group as specified in Form 56-1 for the year 2020 of CPF). Moreover, the
Company may consider the allocation of over-allotment shares to subscribers to
be carried out, cornerstone investors and other investors. The details on the
rights to receive the shares allocation will be determined after the Company has
received the approval from the SEC Office to offer the newly issued ordinary
shares to the public (Public Offering) and will be further notified by the
Company to the shareholders.
______________________________________________________________________

Tender Offer

Subject                                  : Tender offer
Listed company subject to tender offer   : SIAM MAKRO PUBLIC COMPANY LIMITED 
(MAKRO)
Offeror                                  :
Charoen Pokphand Holding Company Limited,
C.P. Merchandising Company Limited
Tender offer period (New)                : From 27-Oct-2021 to 30-Nov-2021
Offer price
Common shares (baht per share)           : 43.50
Net price
Common shares (baht per share)           : 43.50
Tender offer                             : Not for delisting
Date of securities payment settlement    : 02-Dec-2021
(New)
Tender Offer Agent (New)                 : Bualuang Securities Public Company 
Limited
Remark                                   : 1.  CPALL will not sell shares in the
Company in respect of the tender offer for all securities in the Company to be
made by CPH and CPM.
2.  CPM and CPH will jointly make a mandatory tender offer for all securities in
the Company at the price of THB 43.50 per share which is the same price as the
Company's share price under the Share Allocation Transaction as EBT
Consideration from CPRH.
3. The maximum number of shares that CPM and CPH will have to purchase in this 
tender offer will not be more than 332,098,500 shares, representing up to 3.39
percent of the total outstanding shares in the Company following the Share
Allocation Transaction as EBT Consideration.
4.  The tender offer obligations will be triggered once CPM and CPH acquire 
shares in Makro exceeding the trigger point that requires a tender offer to be
made for all securities of the business (Mandatory Tender Offer) subject to the
following conditions:
1) The Extraordinary General Meeting of Shareholders of Makro and CPALL have 
resolved to approve their relevant transactions in relation to the EBT
Transaction and the Share Allocation Transaction;
2) The EBT Transaction and the Share Allocation Transaction have been completed;
 and
3) CPRH has delivered Makro shares to CPM and CPH.
______________________________________________________________________
This announcement was prepared and disseminated by listed company or issuer 
through the electronic system which is provided for the purpose of dissemination
of the information and related documents of listed company or issuer to the
Stock Exchange of Thailand only.  The Stock Exchange of Thailand has   no
responsibility for the correctness and completeness of any statements, figures,
reports or opinions contained in this announcement, and has no liability for any
losses and damages in any cases.  In case you have any inquiries or
clarification regarding this announcement, please directly contact listed
company or issuer who made this announcement.