SVI Public Company Limited (SVI) has announced that on September 11, 2019, that the company received the Letter of Intention from Mr. Pongsak Lothongkam (Offeror) stating that he would like to make a Conditional Voluntary Tender Offer (CVTO) to acquire all of the securities of SVI.
In this regard, SVI, therefore, arranged the Board of Directors’ Meeting No. 5/2019 on the same day to acknowledge the CVTO. In respect of the CVTO, the Offeror intends to acquire all of the securities of SVI in the aggregated number of 1,168,945,458 ordinary shares or 54.29% of the total number of paid-up ordinary shares of SVI or equivalent to 54.29 percent of its total voting rights.
The tender offer included unexercised 30,000,000 units of certificates representing the rights to purchase shares No. 3 issued and offered to directors and employees of SVI (SVI-W3) or the percentage of 100.00 of the total number of the issued and unexercised amount, at the offering price of ฿4.85/share, and Baht 0.41 per unit of SVI-W3.
As of September 11, 2019, the Offeror holds 984,264,523 ordinary shares totaling or 45.71% of the total number of paid-up ordinary shares of SVI or equivalent to 45.71% of its total voting rights.
SVI states that It is important to acknowledge that the Offeror may terminate the CVTO in the case that, after the end of the offer period, there are shareholders wishing to sell the ordinary shares of SVI under the CVTO in the number of less than 415,321,965 shares or 19.29% of the total number of paid-up ordinary shares of SVI or equivalent to 19.29% of its total voting rights.
Besides, after the completion of the CVTO, the Offeror has no intention to delist SVI’s securities from the SET within 12 months after the completion of the tender offer period, save for the case that the Offeror has duties and responsibilities pursuant to the laws, regulation and other relevant rules that are enforceable at that time.
Furthermore, the Offeror does not have policy to make any material changes to its business operation policies, management structure, including organization structure and its objectives of the core business operation within 12 months after the completion of the tender offer period.
SVI asserted that the company will arrange for the Board of Directors’ Meeting on Saturday, September 14, 2019 to consider appointing an independent financial advisor to the shareholders of SVI from the list of financial advisors approved by the Office of the SEC to give an opinion on the CVTO to the shareholders.