Pre-emptive Right
Subject (Update) : Submission of the Amendment to the
Tender Offer for Securities (Form 247-4) of SCG Ceramics Public Company Limited
(The First Amendment) (Revised)
Name of subsidiary or associated company : SCG Decor Public Company Limited
which offers pre-emptive right
Type of allocated securities : Common Shares
Number of allotted shares (shares) : 153,685,000
Ratio (Company's shares : Subsidiary or : 7.8082 : 1
Associated's shares)
Subscription period : From 29-Nov-2023 to 06-Dec-2023
Record date for the right to subscribe : 10-Nov-2023
additional shares of subsidiary or
associated company
Ex-Other Benefits Date (XB) : 09-Nov-2023
Remark :
Preliminary Price Range of THB 11.20 - 15.00 per share. SCGD will not offer for
sale or allocate the newly issued ordinary shares to the persons with the
mailing address outside of Thailand, as specified in the shareholders'
registration books. However, SCGD may consider changing the methods of the
offering or the allocation of such shares as deemed appropriate, in accordance
with the relevant laws.
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Tender Offer
Subject (Update) : Submission of the Amendment to the
Tender Offer for Securities (Form 247-4) of SCG Ceramics Public Company Limited
(The First Amendment) (Revised)
Listed company subject to tender offer : SCG CERAMICS PUBLIC COMPANY LIMITED
(COTTO)
Offeror :
SCG Decor Public Company Limited
Tender offer period : From 01-Nov-2023 to 06-Dec-2023
Offer price
Common shares (baht per share) : 2.40
Tender offer : For delisting
Tender Offer Agent : Bualuang Securities Public Company
Limited
Remark : - Offer Price
The consideration will be made by the Tender Offeror with the Shares
Consideration and there will be no cash alternative. In this regard, the swap
ratio of the Business's shares and the Shares Consideration will be calculated
by Offer Price divided by the final IPO price in respect of the Shares
Consideration to be determined in the IPO process (the "Swap Ratio"). On the
date of this Tender Offer, the IPO price in respect of the Shares Consideration
is within a range of a maximum of THB 15.00 per share and a minimum of THB 11.20
per share (the "Preliminary IPO Price Range"). Therefore, the Swap Ratio is
within a range of 4.6667 - 6.2500 of the Business's shares (with a par value of
THB 1.00 each) per 1 newly issued shares of the Tender Offeror (with a par value
of THB 10.00 each). Such Swap Ratio is a preliminary range which will be
adjusted to be narrower from the Preliminary IPO Price Range ("Final IPO Price
Range") which will be determined in the book building process which will be
carried out during the Tender Offer period. Such IPO price range will be within
the Preliminary IPO Price Range, which the Tender Offeror will announce the
Final IPO Price Range in approximately 3rd week of November, 2023 in the
registration statement and prospectus and in the Tender Offeror's website.
- Settlement Date
The persons accepting the Tender offer will receive the Shares Consideration as
payment for the Business' shares upon completion of the Tender Offeror's IPO,
which will occur after the end of the Tender Offer period, and the Tender
Offeror has already registered the increase of its paid-up capital in respect of
the issuance of the newly issued ordinary shares allocated to be the
consideration for the acceptance of the Tender Offer and the completion of the
IPO with the Ministry of Commerce. In this regard, it is expected that the
persons accepting the Tender Offer will receive the Shares Consideration as
payment for the Business' share within approximately 6 business days from the
end of the Tender Offer period. However, such schedule may be subject to change
as necessary and appropriate where the trading on the SET of the newly issued
ordinary shares received by the persons accepting the Tender Offer will commence
concurrently with that of the newly issued ordinary shares of the IPO
subscribers.
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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.
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 and Thailand Futures Exchange Pcl. have no responsibility for the accuracy 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.