TFEX

17 Nov 2023 17:03

Submission of the Amendment to the Tender Offer for Securities (Form 247-4) of SCG Ceramics Public Company Limited (The First Amendment) (Revised)

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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. ______________________________________________________________________ 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. ______________________________________________________________________ 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.