Thursday, January 23, 2020

Majority holder Frasers Property moves for delisting of GOLD via tender offer

Sep 21. 2019
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By The Nation

The board of Frasers Property (Thailand) Plc has approved the submission of a letter of intent for a tender offer for 121,633,999 shares or 5.23 per cent of the total issued and sold equities of Golden Land Property Development Plc (GOLD) to the Stock Exchange of Thailand (SET), with the intention of delisting the company from the Thai bourse, according to the company's report to the stock exchange late on Friday.

  At present, the company is the major shareholder of GOLD, holding a total of 2,202,086,001 shares, representing 94.77 per  cent of the total issued and sold shares.

   The tender offer towards delisting is in accordance with the plan to proceed under the tender offer specified for the securities of GOLD (Form 247-4) which the company filed with the Office of the Securities and Exchange Commission, the SET, GOLD and securities holders of GOLD on June 4, 2019.

  In this regard, the company will proceed with the tender offer to delist the shares of GOLD from being  listed securities on the SET, after the following conditions are met:

   The shareholders' meeting of GOLD resolves to approve the delisting of shares from being listed securities on the SET by votes of no less than three-quarters of the total issued shares of GOLD, and there must not be shareholders holding shares in an aggregate amount of more than 10 per cent of  the total issued shares of GOLD opposing such delisting, in accordance with the criteria on the delisting of securities from the SET.

   The delisting of shares from being  listed securities on the SET is approved and/or waived by the relevant regulatory agencies, including the SET, the financial institutions, bond holders and other contractual parties under the relevant agreements (where it is necessary).

   In making the tender offer for delisting the shares of GOLD from being listed securities on the SET, the company has appointed Phatra Securities Plc as the tender offer preparer, the tender offer agent and the financial adviser.

   Frasers intends to make the tender offer for the shares of GOLD at the offering price of Bt8.55 per share which is subject to (if any) price adjustment as a result of GOLD makes a dividend payment to its shareholders such as  GOLD changing the par value of the shares, resulting in the total number of shares being increased or decreased; or GOLD grants the rights to purchase newly-issued shares for the right offering or issuance of the transferable subscription right in accordance with the Notification of the Capital Market Supervisory Board No. TorJor. 12/2554.

 GOLD price closed at Bt8.40 today, down Bt0.05 from Thursday's.

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