PROSPECTUS THAI BEVERAGE PUBLIC COMPANY LIMITED ...

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Part 1 Executive SummaryThai Beverage Public Company LimitedPART 1Executive SummaryThaiBev was established on October 29, 2003, with initial registered capital in the amount ofBaht 20,000 million (increased paid-up capital to Baht 22,000 million in December 2003, Baht24,444.5 million in May 2006 and Baht 25,110 million in July 2006). Its objective is carrying out thebusiness of production and sale of alcoholic beverages and non-alcoholic beverages and by-productsas well as other related business through its Subsidiaries, which are under the control of ThaiBev.(please see details of shareholding in Subsidiaries in section 2 - Nature of Business). As of September11, 2008, the Principal Shareholders and their associates directly and indirectly hold approximately65.55% of all paid-up shares of ThaiBev. (please see details of shareholding in ThaiBev in Section 8- Capital Structure.)As of September 30, 2008, ThaiBev holds, directly and indirectly, shares in 86 Subsidiariesand 3 associates, which could be classified as follows:1. Brewery Group The Company carries out the business of production and sale ofbeer, drinking water, soda and by-products through BeerThai Plc., BeerThip Co. and Cosmos Co.These companies own and operate one brewery in Kamphaengphet province and two breweries inAyudhya province, respectively. The total production capacity of these breweries is approximately1,550.0 million liters per annum. BeerThai Plc., BeerThip Co. and Cosmos Co. are producers ofdrinking water and soda water under the trademark of “Chang” and beer under the trademarks of“Chang”, “Chang Light”, “Chang Draught”, “Archa” and “Federbräu”. The brewery group had amarket share of approximately 46.7% of the total beer market in Thailand in 2007. The Companyalso carries out the business of production and sale of beer abroad through IBHL and IBHL’ssubsidiaries.The brewery group had revenue (before intersegment eliminations) in the amount ofBaht 42,277.0 million (before the restatement of the financial statements) or 44.5% of the Company’stotal revenue from sales for the fiscal year ended December 31, 2005, Baht 46,103.2 million or 47.1%of the Company’s total revenue from sales for the fiscal year ended December 31, 2006, Baht47,557.3 million or 47.3% of the Company’s total revenue from sales for the fiscal year endedDecember 31, 2007 and Baht 21,272.0 million or 41.6% of the Company’s total revenue from salesfor the six-month period ended June 30, 2008.In the first quarter of 2008, the Company had a reclassification of its business segmentswhereby the operating results of drinking water and soda water have been separated from the brewerygroup and reclassified into the non-alcoholic beverage group. However, the Company did not restate thefirst half of 2007 financials to be comparable to the first half of 2008 since the sales volume of drinkingwater and soda were not material.2. Distillery Group The Company carries out the business of production and sale ofwhite spirits, compounded spirits (Chinese herb spirits), fermented spirits and brown spirits includingby-products and materials. The Company has 18 local distilleries owned and managed by 18Subsidiaries, which has a total production capacity of approximately 819.0 million liters per annum.There are many famous trademarks, such as Ruang Khao and Pai-Thong for white spirits, Chiang-Chun, Chu Sib Neaw and Sua Dum for Chinese herb spirits and Sangsom, Mekhong, MungkornThong, Crown 99, Hong Thong and Blend 285 for brown spirits. In 2005, the distillery group had amarket share of approximately 74.0% of the total spirits market in Thailand (the Company does nothave the data for its domestic market share of spirits in 2006 and 2007, however, the Companybelieves that the domestic market share in years 2006 and 2007 are not significantly different fromyear 2005). The Company also carries out the business of production and sale of spirits abroadthrough IBHL and IBHL’s Subsidiaries.Part 1 Page 1
Part 1 Executive SummaryThai Beverage Public Company LimitedThe distillery group had revenue (before intersegment eliminations) in the amount ofBaht 52,811.0 million (before the restatement of the financial statements) or 55.6% of the Company’stotal revenue from sales for the fiscal year ended December 31, 2005, Baht 51,576.1 million or 52.7%of the Company’s total revenue from sales for the fiscal year ended December 31, 2006, Baht52,940.2 million or 52.7% of the Company’s total revenue from sales for the fiscal year endedDecember 31, 2007, and Baht 28,718.5 million or 56.2% of the Company’s total revenue from salesfor of the six-month period ended June 30, 2008.3. Non-Alcoholic Beverages Group In the first quarter of 2008, the Companyreclassified its business segments, whereby the Company added its non-alcoholic beverages asanother business segment. Products in this group are energy drinks, ready-to-drink coffee, sodawater, drinking water and other non-alcoholic beverages. The said change affected the operatingresult of soda water and drinking water, which had previously been classified in the brewery group, tobe transferred to the non-alcoholic beverage group. The non-alcoholic beverages group had revenuefrom sales before intersegment elimination in the amount of Baht 364.9 million or 0.7% of theCompany’s total revenue from sales for the six-months period ended June 30, 2008. The Companyhas expanded its business to non-alcoholic beverages by acquiring assets of a company in Thailand,who carries out the business of production and sale of energy drinks and ready-to-drink coffee, andacquiring shares of S.P.M. Foods and Beverages Co. and Oishi Group Plc.4. Related Business and Others Group ThaiBev also holds shares of companies, whocarry out related businesses, such as purchasing of molasses, purchasing of spare parts, distribution ofanimal feed, production of bricks and floor-tiles and bio-fertilizer. Before the restatement of thefinancial statements, the related business and others group had revenue in the amount of Baht 6,633.0million or 7.0% of the Company’s total revenue from sales for the fiscal year ended December 31,2005 and Baht 7,155.1 million or 7.3% of the Company’s total revenue from sales for the fiscal yearended December 31, 2006. However, since the third quarter of 2007, the Company has reclassified itsbusiness segments, whereby the related business, the transactions of which are mainly those withinthe group, will not be shown as a separated segment, but its operating result will be allocated intoother main business groups.On September 30, 2008, ThaiBev acquired 43.9% of the issued shares of Oishi GroupPlc. and made a tender offer for all shares of Oishi Group Plc. On November 18, 2008, ThaiBev held89.9% of the issued shares of Oishi Group Plc. Currently, Oishi Group Plc. holds 99.9% of all sharesin Oishi Ramen Co. and Oishi Trading Co. The main businesses of Oishi group are Japaneserestaurants and the production of food and beverages. For the fiscal year ended December 31, 2007,Oishi group had revenue in the amount of Baht 4,676.2 million, net profit in the amount of Baht 558.4million, current assets in the amount of Baht 1,237.7 million, total assets in the amount of Baht2,883.2 million, current liabilities in the amount of Baht 706.3 million, total liabilities in the amountof Baht 741.4 million and shareholders’ equity in the amount of Baht 2,141.8 million. After theacquisition of shares in Oishi Group Plc., the Company will have another main business segment, i.e.food business group which comprises of food and Japanese restaurants.In addition, ThaiBev also sold all shares in Thai Alcohol Plc. on September 30, 2008.Thai Alcohol Plc. held 99.9% shares in Banglen Agriculture Co. and Sint Ek Panich Co. The mainbusiness of Thai Alcohol Plc. is the production and sale of alcohol (95 degree), pure alcohol, ethanol,acetic acid and ethyl acetate. For the fiscal year ended on December 31, 2007, Thai Alcohol Plc. hadrevenue in the amount of Baht 966.0 million, loss after deducting tax in the amount of Baht 126.7million and net tangible asset in the amount of Baht 1,226.4 million as of December 31, 2007.The Company had total assets in the amount of Baht 87,137.0 million, total liabilitiesin the amount of Baht 55,422.5 million (comprising short-term loan in the amount of Baht 45,260.6million), shareholders’ equity in the amount of Baht 31,714.5 million, revenue from sales in theamount of Baht 94,903.4 million and net profit in the amount of Baht 10,337.3 million for the fiscalyear ended December 31, 2005 (before the restatement of the financial statement). For the fiscal yearPart 1 Page 2
Page 1 and 2: (Translation)PROSPECTUSTHAI BEVERAG
Page 3 and 4: Thai Beverage Public Company Limite
Page 5: Part 1 Executive SummaryThai Bevera
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