HEMARAJ LAND AND DEVELOPMENT PUBLIC CO. (F10-7)
Hemaraj Land and Development Public Company Limited 4 November 2015
Attn: Board of the Stock Exchange of Thailand
We, Hemaraj Land and Development Public Company Limited (the 'Company') would like to submit an application for delisting of shares from the Stock Exchange of Thailand (the 'Stock Exchange'). Details of the delisting are as followed:
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Type of Securities of the Company
Ordinary/Preference shares
In the amount of 9,705,186,191 shares at the par value of Baht 0.40 per share, totaling Baht 3,882,074,476.40
Becoming listed securities on the Stock Exchange since 10 July 1992
The latest trading price: Baht 4.34 per share on 3 November 2015
Debentures/Convertible Debentures
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Warrants
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Other types of securities (please specify)
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Approval of the Delisting of shares by the Shareholders' Meeting
The Extraordinary General Meeting of Shareholders No. 1/2015, held on 30 September 2015 has passed resolutions to delist the Company's shares from the Stock Exchange. Details are as followed:
All of shares in the Company are held by 3,903 persons, holding 9,705,186,191 shares (as of 14 August 2015).
The number of minority shareholders each of whom holds not more than 5/1000 of paid-up capital but not less than 1 board lot is 3,696 persons, holding 626,225,597 shares or represent
6.45 percent of paid-up capital. (as of 14 August 2015)
The number of shareholders who attended the meeting in person for the agenda delist the
Company's share is 75 persons, holding 4,594,136 shares or representing 0.0473 percent of paid-up capital.
The number of shareholders who attended the meeting in person for the agenda delist the Company's share is 165 persons, holding 9,089,363,398 shares or representing 93.6547 of paid- up capital.
The number of shareholders who approved the delisting of shares is 224 persons, holding 9,091,172,734 or representing 93.673 percent of paid-up capital.
The number of shareholders who objected to the delisting of shares is 16 persons, holding 2,784,800 shares or representing 0.028 percent of paid-up capital.
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Reasons and facts concerning the delisting of shares
Reference is made to WHA Corporation Public Company Limited ('WHA'), a parent company of WHA Venture Holding Co., Ltd. (the 'Offeror'), a major shareholder of the Company, which has served a notice to the Company requesting to proceed as reasonable and necessary to delist the Company's shares from the Stock Exchange of Thailand (the 'Stock Exchange'), including a letter regarding the resolution of WHA's Board of Directors informing of the approval to propose to the shareholders' meeting of WHA to delist shares of the Company from the Stock Exchange in which case the Offeror will make the tender offer for the entire securities of the Company which contains the subject matter that, as the Offeror has a policy and management plan for the Company regarding the making of a tender offer for all securities of the Company in order to delist the Company's shares from the Stock Exchange, whereas it has been specified in the last tender offer for the acquisition of the Company's securities that, in the case there are shares amounting in excess of or equivalent to 75 percent of the total issued shares being offered, the Offeror will make a tender offer for all securities of the Company in order to delist the Company's shares from the Stock Exchange. As a result, the number of the offered shares is equivalent to 92.88 percent of the total issued shares, resulting in the Offeror being able to delist the Company's shares in accordance with such management policy, in which case, it will be in line with the regulation of the Stock Exchange regarding the delisting of securities from the Stock Exchange requiring that there must be a tender offeror for all shareholders. In addition, at present, the Company is unable to allocate the shares to the minority shareholders as required by Clause 6 of the Regulation of the Stock Exchange of Thailand Re: Listing of Ordinary Shares or Preferred Shares as Listed Securities, 2015 which provides the provisions with respect to maintaining the status of listed companies on the Stock Exchange that 'A listed Company shall maintain its qualification with respect to distribution of shareholdings so that the number of Minority Ordinary Shareholders shall be not less than 150 and such shareholders shall hold shares in aggregate not less than 15 percent of the paid-up capital of the listed company.' (the 'Criteria'). At present, the Company has minority shareholders held shares in aggregate in a proportion of 7.07 percent of its total issued shares which is not in accordance with the Criteria, including the fact that WHA does not currently have the policy to reduce its shareholding in the Company in which case the Company is unable to correct its status to comply with the Criteria, resulting in another reason as to why the Offeror intended to delist the Company's shares from the Stock Exchange.
In addition, the shareholders' meeting of WHA, held on 4 September 2015, has passed resolutions to approve the delisting of the Company's shares from the Stock Exchange, by requesting WHA Venture Holding Co., Ltd. (Offeror) to make the tender offer for the entire securities of the Company at the price of Baht 4.40 per share. Moreover, the shareholders' meeting of the Company, held on 30 September 2015, has passed resolutions to approve the delisting of the Company's shares from the Stock Exchange.
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The General Tender Offer to Purchase Shares and Other Convertible Securities from the Shareholders and Holders of Securities
The offeror or group of offerors and relationship with the Company:
WHA Venture Holding Co., Ltd., a majority shareholder of the Company, holding 9,014,154,410 shares or representing 92.88 percent of the Company' s paid-up shares, as of 14 August 2015.
Offer price of securities: Baht 4.40 per ordinary share
Name of Financial Advisor of the Offeror: JVS Financial Advisory Co., Ltd.
Name of Independent Financial Advisor: JayDee Partners Limited
Tender Offer Period:
The tender offer period will start around December of the year 2015 and the tender offer period will be 45 business days.
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Top Ten Major Shareholders as at the date of Shareholders' Meeting approving the delisting (as of 14 August 2015).
Name
Nationality
Occupation
No. of Shares Held
Shareholding Percentage
1. WHA Venture Holding Co., Ltd.
Thai
Business
9,014,151,410
92.88
- Board of Directors of the Company as at 4 November 2015
Name | Position | Shareholding Percentage |
1. Mr. Somyos Anantaprayoon | Chairman of the Board of Directors, Chairman of the Executive Committee, Chairman of the Nomination and Remuneration Committee and Chairman of the Risk Management Committee | 0% |
Name | Position | Shareholding Percentage |
2. Miss Jareeporn Jarukornsakul | Vice Chairman of the Board of Directors and Vice Chairman of the Executive Committee | 0% |
3. Mr. David Richard Nardone | Director and Managing Director. | 0% |
4. Mr. Vivat Jiratikarnsakul | Director, Deputy Managing Director and Chief Operating Officer | 0.04% |
5. Mr. Krailuck Asawachatroj | Director, Deputy Managing Director and Chief Financial Officer | 0% |
6. Mr. Jakrit Chaisanit | Director | 0% |
7. Mr. Narong Kritchanchai | Director | 0% |
8. Mr. Somphong Wanapha | Independent Director | 0% |
9. Dr. Kritsana Sukboontasatit | Independent Director | 0% |
10. Mrs. Punnee Worawuthichongsathit | Member of the Audit Committee and Independent Director | 0% |
11. Mr. Ekajai Tivutanond | Member of the Audit Committee and Independent Director | 0% |
We confirm that the information contained in this report is accurate and complete in all respects.
Signature Authorized director (Mr.Somyos Anantaprayoon)
Chairman of the Board of Directors
Signature Authorized director (Miss Jareeporn Jarukornsakul)
Vice Chairman of the Board of Directors
Signature Authorized director (Mr.Krailuck Asawachatroj)
Director
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