PROSPECTUS THAI BEVERAGE PUBLIC COMPANY LIMITED ...

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Part 2 Issuing CompanyThai Beverage Public Company Limitedtransfer of businesses and operations has been accounted for in a manner similar to the pooling ofinterest method. Those assets, liabilities and contingent liabilities have been accounted for at book valueof the transferred businesses.In preparing the consolidated financial statements, assets, liabilities, revenue and expenses,which could be clearly identified as being related to the business and operation of the combinedcompanies, will be incorporated in the consolidated financial statements at its book value recorded bythose companies after the adjustment of related party transaction with the major shareholders whocontrol those companies. As for the unidentifiable expenses, they will be allocated according to thepercentage of sales volume. The management believes that such expense allocating criteria isappropriate.In 2005, the Company acquired the businesses which were under the common control, i.e.Cosmos Co., T.C.C. International Ltd., Beer Chang Co. and Archa Beer Co. from the PrincipalShareholders who have controlling power over the businesses and operations of the 4 companies thatwere consolidated to the Company, both before and after the business consolidation. Thus, theconsolidation of businesses and operations has been accounted for in a manner similar to the pooling ofinterest method as implemented in the business restructuring in 2003. ThaiBev has prepared theconsolidated financial statements as if the business has been combined since the beginning of period.In the aforementioned acquisitions, there has been an increased difference from businessrestructuring of Baht 6,326.7 million, which was the difference between the remuneration paid byThaiBev to the Principal Shareholders equaling Baht 9,646.0 million and the net book value of theidentifiable assets of the 4 companies as at the transfer date in an amount of Baht 3,319.4 million.Later in 2006, the Company acquired 20 companies which were under the common control,namely, Pacific Spirits (UK) Limited (having 15 Subsidiaries and 3 associated companies) and BestSpirits Company Limited. In such acquisitions, there has been an increased difference from businessrestructuring of Baht 1,162.1 million, which was the difference between the remuneration paid by theCompany to the Principal Shareholders equaling Baht 1,505.2 million and the net book value of theidentifiable assets of the 4 companies as at the transfer date in an amount of Baht 343.1 million.In 2006 and 2005, prior to the business consolidation, some companies which are nowsubsidiaries of ThaiBev had increased their registered capitals in the amount of Baht 27.0 million andBaht 46.6 million, respectively. Further, there was a reserve from the conversion of financial statementsof the said Subsidiaries equaling Baht 8.5 million and Baht 17.7 million, respectively, as well as profit(loss) of various businesses transferred to ThaiBev before the business restructuring in an amount ofBaht (23.9) million and Baht 204.5 million, respectively.2.1.2 Significant DevelopmentsSignificant developments of ThaiBev are set out below:October 1977May 1983April 1986July 1988The Principal Shareholders acquired Sangsom Co. for theproduction of Sangsom rum.The Principal Shareholders successfully won the bidding forconcessions offered by the Government to build and operate12 distilleries in Thailand.The Principal Shareholders merged their spirits businesswith the Sura Maharasadorn Group, a licensee of theGovernment-owned Mekhong brand.The Principal Shareholders acquired Red Bull Co.Part 2 Page 15
Part 2 Issuing CompanyThai Beverage Public Company LimitedMay 1994March 1995July 1998December 1998July 1999January 2000October 2001August 2002October 2003June 2004October 2005January 2006May 2006October 2006October 2006September 2007October 2007November 2007January 2008The Bang Ban brewery commenced its operation.A joint venture between Carlsberg A/S and the PrincipalShareholders introduced Chang Beer in Thailand.The Principal Shareholders acquired United Winery Co.Chang Beer became a market leader with a market share ofapproximately 54.0% of the total beer production inThailand, according to Canadean.The Principal Shareholders acquired the Bang Ban breweryfrom their joint venture with Carlsberg A/S.After the expiry of Government concessions, the PrincipalShareholders purchased 12 distilleries from the Government,including the distillery that produced the Mekhong brand.The Kamphaengphet brewery commenced its operation.The Principal Shareholders acquired Thai Alcohol Plc.The Principal Shareholders established ThaiBev as a holdingcompany to consolidate all subsidiaries into a single group.The Company commenced the expansion of productioncapacity of the Kamphaengphet brewery.The Company purchased all shares of Beer Chang Co.,Archa Beer Co., T.C.C. International Ltd. and Cosmos Co.The Office of the SEC approved a public offering of newlyissued shares of ThaiBev to investors outside Thailand anddomestic institutional investors.The Company made a public offering of increased shares toinvestors outside Thailand and domestic institutionalinvestors and listed those securities on the SGX-ST.The Company purchased all assets of Sinsurang Co.including 1 distillery.The Company purchased all shares of Pacific Spirits (UK)Limited and Best Spirits Company Limited.The Company purchased almost all shares of United ProductsCo.The Company expanded the production capacity of theKamphaengphet brewery to 900.0 million liters per annum.The Company purchased almost all shares of S.P.M. Foodsand Beverages Co.The Company purchased assets used for the operation ofproduction and distribution of energy drink and ready-todrinkcoffee from Wrangyer Beverage Co.The Company entered into the memorandum ofunderstanding in relation to the purchase of ordinary sharesin Carabaotawandang Co. which produces and distributesenergy drink. However, as of November 18, 2008, theCompany have not yet reached and entered into the sharePart 2 Page 16
Page 1 and 2: (Translation)PROSPECTUSTHAI BEVERAG
Page 3 and 4: Thai Beverage Public Company Limite
Page 5 and 6: Part 1 Executive SummaryThai Bevera
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