Dated 5 January 2018
Subject: Notification of Acquisition of the Entire Business Transfer of Thai Rubber Latex Group Company Limited (“THAITEX”) and Change in Shareholder Structure
To: President of the Stock Exchange of Thailand
According to SEC News on 3 January 2018, THAITEX has acquired newly ordinary shares which can be considered 59.56% of the rights to vote of THAITEX. Thai Rubber Latex Corporation (Thailand) Public Company Limited (the “Company” or “TRUBB”) shall clarify as follows: According to the Extraordinary Shareholders’ Meeting No. 1/2017 of the Company on 13 December 2017, the Meeting has a resolution to consider and approve the increase in capital and allocation of the newly issued ordinary shares of the Company not exceeding 1,200,000,000 shares with a par value of Baht 1.00 per share under the private placement to Thai Rubber Latex Group Company Limited (“THAITEX”) at the offering price of Baht 1.00 per share. The total value shall not exceed 1,200,000,000 Baht. THAITEX will transfer its entire business including assets, liabilities, rights, duty, and obligations including all investment of THAITEX in Thai Rubber Latex Group Co., Ltd. (Shanghai) (“TRLG Shanghai”), in the amount of 555,500 US Dollar or 55 percent of all investment to the Company in consideration of the newly issued ordinary shares allocated to THAITEX instead of payment by cash.
The Company has been permitted by the Securities and Exchange Commission to issue and offer the newly issued ordinary shares under private placement to THAITEX, the subsidiary whose 99 percent of total shares held by the Company.
In this regard, the Company shall clarify that the process of the acquisition of the entire business transfer from THAITEX was completed on 29 December 2017. This shall affect the shareholder structure of the Company based on the information of the Record Date on 24 November 20117 as follows:
Shareholding’s structure before and after the allocation the newly issued ordinary shares under the Private Placement to THAITEX.
Moreover, THAITEX has registered for the dissolution on 29 December 2017to comply with the Regulation of Entire Business Transfer for Tax Exemption and THAITEX is not obliged to prepare tender offer for the entire shares of the Company pursuant to the Securities and Exchange Act B.E. 2535 (including the amendments) according to the waiver for tender offer preparation issued by the Securities and Exchange Commission because the process is only part of restructuring plan pursuant to the Entire Business Transfer Regulation.
The Company shall inform you that THAITEX will not utilize the rights to resolve or vote in the Shareholders’ Meeting including the rights to receive the Company’s dividend. THAITEX will not trade all newly issued ordinary shares publicly prior to the decrease in registered capital of the Company according to the restructuring plan by the entire business transfer. The decrease in registered capital will be completed within 1 year and the shareholder structure will be the same as before the restructuring. Therefore, the change in the shareholder structure will not affect the management structure and policy of the Company including the authorization of the Company.
Please be informed accordingly
Chief Executive Officer