TFEX

02 Jan 2024 09:30

Notification of potential change of major shareholders following announcement on conditional declaration of special interim dividend by way of distribution in specie of shares of Company by an indirect major shareholder of Company (Revised Template)

Product KEX Source KEX
Full Detailed News
Tender Offer Subject : Tender offer Listed company subject to tender offer : KERRY EXPRESS (THAILAND) PUBLIC COMPANY LIMITED (KEX) Offeror (New) : SF International Holding (Thailand) Co., Ltd. Offer price Common shares (baht per share) (Update) : 5.50 Tender offer : Not for delisting Remark : Under the KLN's Public Announcement, the DIS Transaction is subject to satisfaction of the condition of KLN obtaining a waiver from the Office of the Securities and Exchange Commission ("SEC") in respect of its tender offer obligations arising out of the DIS Transaction under the law. Subject to the satisfaction of such condition, SF International Holding (Thailand) Co., Ltd. ("SFTH"), which currently holds 1,000 Company's shares, and will come to hold another 467,373,855 Company's shares from the DIS Transaction (through acquiring such shares from Flourish Harmony Holdings Company Limited ("FHHL"), one of the KLN shareholders, on the same day as the completion of the DIS Transaction), holding approximately 26.8% of all issued shares of the Company as a result, will also be required to make a mandatory tender offer to acquire all issued shares of the Company (other than those already or to be held from the DIS Transaction by SFTH) in accordance with the requirements of the Notification of Capital Market Supervisory Board Tor Jor. 12/2554 Re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeover (as amended). As per KLN's Public Announcement, SFTH, FHHL and SF Holding (HK) Limited (subsidiaries of S.F. Holding Co., Ltd. which is a listed company on the Shenzhen Stock Exchange) have undertaken that if the DIS Transaction becomes unconditional, SFTH will submit the tender documents to the SEC within three business days from the date on which the condition is satisfied, and will launch the tender offer at the offer price of THB 5.50 per share no later than three business days after submission date as required under the law. It was also stated that SFTH has no current intention to make any material change to the business objectives, core business operation/ assets, business management plan, investment plan, management, financial structure or dividend policy of the Company during the period of 12 months after its tender offer closes, nor does it intend to (unless required by legal and/or regulatory requirements) delist the Company's shares from the Stock Exchange of Thailand during the period. SFTH may however during the said period consider making necessary changes, as it deems appropriate, depending on the results of the tender offer (and therefore, the level of control held by SFTH in the Company after the close of the tender offer) while also factoring in the prevailing market environment as well as development plans and business operations of the Company. ______________________________________________________________________ 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.