Views
4 years ago

Tender Offer for Securities - The Stock Exchange of Thailand

Tender Offer for Securities - The Stock Exchange of Thailand

Table

Table of Contents Page Part 1: Significant Elements of the Tender Offer................................................................................. 1 Part 2: Details of the Offeror .................................................................................................................. 6 1. Details of the Offeror .......................................................................................................... 6 2. Details of the Tender Offer Preparer ............................................................................... 11 3. Details of other advisors .................................................................................................. 11 4. Relationship between the Offeror and the Company, major shareholders or directors of the Company..................................................................................................................... 11 5. Other information relevant to the securities holders’ decision making ............................ 16 Part 3: Details of the Company............................................................................................................ 18 1. Company profile................................................................................................................ 18 2. Business plan after the Tender Offer................................................................................ 21 Part 4: Additional Information on the Tender Offer........................................................................... 23 1. Tender Offer acceptance procedures............................................................................... 23 2. Purchase procedures........................................................................................................ 25 3. Settlement and payment procedures................................................................................ 25 4. Rights of securities holders who have accepted the Tender Offer................................... 26 5. Conditions for cancellation of Tender Offer acceptance .................................................. 27 6. Determination of the Tender Offer Price........................................................................... 28 Part 5: Certification of Information ..................................................................................................... 30 Appendices A. Confirmation Letter on Source of Funds Available to the Offeror B. Financial Statement of POSCO for the year ended 31 December 2010 C. Tender Offer Acceptance Procedure D. Tender Offer Acceptance Form E. Tender Offer Acceptance Form for NVDR holders F. Power of Attorney Form G. Tender Offer Cancellation Procedure H. Tender Offer Cancellation Form I. Power of Attorney Form for the Revocation of the Tender Offer Acceptance Form J. Confirmation of Securities Cost Form K. Request Form For Rectifying Items in the Security Holder Record

Tender Offer of Thainox Stainless Public Company Limited Form 247-4 Tender Offer for Securities Of Thainox Stainless Public Company Limited (The Offer and the Tender Offer Period specified in this Tender Offer is the final offer and the final tender offer period) Attention: All Securities Holders of Thainox Stainless Public Company Limited (hereinafter called the “Company” or “INOX”) I/We hereby offer to purchase the securities of Thainox Stainless Public Company Limited as follows: Part 1: Significant Elements of the Tender Offer 1. Date of submission of this Tender Offer Form 19 September 2011 2. Name of the Offeror POSCO (“Offeror” or “POSCO”) 3. Name of Tender Offer Preparer and Tender Offer Agent Phatra Securities Public Company Limited (“Tender Offer Preparer” and/or “Tender Offer Agent”) 4. Objective of the Tender Offer On July 6, 2011 POSCO gave notice of its intention to make voluntary tender offer (as amended by the letter dated July 19, 2011) to the Company stating that it has executed an agreement to sell and purchase certain ordinary shares of the Company with the Seller Group (as defined in Part 2, Section 4.1.1.1) at the price of Baht 2.20 per share and that it will make a voluntary tender offer at the price of Baht 2.20 per share, subject to the satisfaction of the following conditions precedent: 1. The corporate approval having been duly adopted at the meeting of the Board of Directors of the Company and at the extraordinary general meeting of the shareholders of the Company as required with respect to the sale of the certain non-production related parcels of land i.e., two different plots of land located at Rama IV Road, and Narathiwas Road located in Bangkok as well as the entire business conducted by the Company related to the development and operation of a golf course resort and related facilities and included the lands and buildings (including right, title and interest of the Company on the lands and buildings), employees, assets (including right, title and interest of the Company on the assets), intellectual properties, liabilities and customer contracts located in Nakornratchasrima Province (collectively, the “Non-production Land and Assets”), which are not currently used for the promoted business of the Company under its Board of Investment licenses. This is because, after the completion of voluntary tender offer made by POSCO, a majority of the total issued and outstanding shares in the Company will be held by a foreign entity under the Land Code (as amended) and thus, the Company will not be entitled to hold such plots of land. 2. The Company having entered into a sale and purchase agreement for the Non-production Land and Assets and there having been no material change to the terms and conditions of the sale and purchase agreement for the Non-production Land and Assets as prescribed in the letter of intention for the voluntary tender offer dated July 6, 2011 (as amended by the letter dated July 19, 2011). Page 1

The Future of Stock Exchanges - The Stock Exchange of Thailand
INSIDE - The Stock Exchange of Thailand
ASEAN - The Stock Exchange of Thailand
ayong Refinery PCL - The Stock Exchange of Thailand
SAFETY AND SECURITY - JSE : Jamaica Stock Exchange
ROBINSON DEPARTMENT STORE - The Stock Exchange of Thailand
he Stock Exchange of Thailand welcomed City Steel Pcl. (CITY), a ...
ThaiDEX SET50 ETF: TDEX - The Stock Exchange of Thailand
แบบทดสอบวิชาทฤษฎีตลาดทุน - The Stock Exchange of Thailand
Overview of the Singapore Market - The Stock Exchange of Thailand
2006 - Eastern Caribbean Securities Exchange
2009 Financials - Bermuda Stock Exchange
2010 Financials - Bermuda Stock Exchange
MagyarTelekom_2011financial_year.pdf - Budapest Stock Exchange
2011 Financials - Bermuda Stock Exchange
Bermuda Commercial Bank Limited - Bermuda Stock Exchange
STOCK EXCHANGE REPORT INNER 2010.cdr2.cdr - The Nigerian ...
2010 Financials - Bermuda Stock Exchange
2011 Financials - Bermuda Stock Exchange
Annual Report 2010/2011 - Colombo Stock Exchange
Annual Report 2011/2012 - Colombo Stock Exchange
Annual Report 2010-2011 - Colombo Stock Exchange
Annual Report 2010/11 - Colombo Stock Exchange
ANNUAL REPORT 2011 - Bermuda Stock Exchange
Annual Report 2011/2012 - Colombo Stock Exchange
Annual Report 2009/2010 - Colombo Stock Exchange
Laxapana BaƩeries PLC - Colombo Stock Exchange
• Facts behind the Offer - The Nigerian Stock Exchange
Nyrstar Rights Offering - FSMA