Symbol: CAPE
Headline: Statement of Intention for Tender Offer
Time: 03 Jun 2004 13:17:00
-Translation-
Statement of Intention for Tender Offer
1. Submission date of the Statement of Intention for Tender Offer:
June 1, 2004
2. Name of persons making the Statement of Intention for Tender Offer:
Mrs.Sunisa Pathompreuk
Ms. Chayapa Wongsawat
Ms. Chinnicha Wongsawat
Mr. Yodchanan Wongsawat (altogether hereinafter called "the Offeror")
Telephone: (01) 805-0055
3. Intention to make tender offer for the securities of:
Capetronic International ?Thailand? Plc. (herein after called "the Company" or "CAPE")
4. Details of securities to be offered:
( /) will make a tender offer for all securities of the business
( ) will make a partial tender offer for the securities of business according to Chapter 5 of the
Notification of SEC No.Gor Jor. 53/2545.
Type of Class Tender offer % of securities Tender offer Total tender
securities amount tendered, compared to price per offer value
(Shares/Units) Total paid- Total share/unit (Baht)
up voting
securities rights
of each
types/class
Ordinary shares 554,078,333 39.55 39.55 0.26 144,060,366.58
Preferred shares
Warrants 5,084,356 8.04 0.01 50,843.56
Convertible Debentures
Others
Total 39.55 144,111,210.14
5. Securities held prior to making the tender offer and other securities which will be acquired
in the future under any other agreements (information as of the date of submission of this
statement)
5.1 Ordinary shares
Name Type of No. of % of shares % of shares
securities securities compared to compared to
the total the total
paid-up voting rights
shares of the of the
Company Company
I. Name of the persons making the Statement
of Intention for Tender Offer
1. Mrs. Sunisa Pathompreuk 376,125 0.03 0.03
2. Ms. Chayapa Wongsawat Ordinary 283,634,375 20.25 20.25
3. Ms. Chinnicha Wongsawat share 284,161,215 20.28 20.28
4. Mr.Yodchanan Wongsawat 278,687,312 19.89 19.89
II. Name of persons in the same group as the
persons making the Statement of Intention
for Tender Offer
1.
III.Name of persons falling under Section 258 of the
persons in I and II
1.
IV. Other agreements which entitle the persons
in I to III to acquire more shares
Total 846,859,027 60.45 60.45
5.2 Convertible Securities
Name Convertible Units Amount of % of
Securities underlying Convertible
Shares Securities
Type Class compare with
all issued
shares
I.Name of the persons making the
Statement of Intention for Tender
Offer
1. Mrs. Sunisa Pathompreuk 1,070,950 1,150,200.30 0.08
2. Ms. Chayapa Wongsawat Warrant 21,953,124 23,577,665.18 1.68
3. Ms. Chinnicha Wongsawat to buy 26,049,070 27,976,701.18 2.00
4. Mr.Yodchanan Wongsawat shares 9,062,500 9,733,125.00 0.69
II.Name of persons in the same
group as the persons making the
Statement of Intention for Tender
Offer
1.
III.Name of persons falling under Section
258 of the persons in I and II
1.
IV. Other agreements which entitle
the persons in I to III to acquire
more convertible securities
Total 62,437,681.66 4.46
6. Name of the financial advisor for the tender offer: Seamico Securities Public Company
Limited
7. Name of the other advisor: -None-
8. Expected date to officially submit tender offer: June 11, 2004
9. Summary of contract/agreement/memorandum of understanding entered into by the
persons making this statement prior to the submission of this statement for the purposes of
buying and selling significant amount of the Company's shares, irrespective of whether such
contract/agreement/memorandum of understanding was entered into for the purpose of
buying and selling securities in the tender offer :
9.1 Parties to the contract/agreement/memorandum of understanding:
With the assistance of Dolphin Network Co., Ltd, "The Purchasers", consisting of
Mrs.Sunisa Pathompreuk, Ms.Chayapa Wongsawat, Ms. Chinnicha Wongsawat, and
Mr.Yodchanan Wongsawat, have entered into a contract with "the Sellers", consisting of
The Grande Holdings Limited, The Grande Capetronic Holdings Limited, The Grande ?
Nominees? Ltd., The Alpha Capital Group Limited, The Alpha Capital Limited, and
Capetronic International Holdings Ltd to buy the Company's securities.
9.2 Date of making contract/agreement/ memorandum of understanding:
The contract date is December 31, 2003 which was, later, amended on May 22, 2004.
However, the transfer of securities and the making of payment will be completed on May
31, 2004.
9.3 Securities involved:
The Purchasers wish to purchase 846,859,027 shares of the Company or 60.45% of total
paid-up shares and 58,135,644 warrants to buy shares or 91.96% of total issued warrants
and the Sellers agree to sell such securities to the Purchasers.
Securities Class Total No. of Securies % of the total issued % of the total voting
share/units securities of these rights of the
types/series business
Ordinary shares 846,859,027 60.45 60.45
Warrants 58,135,644 91.96 4.46
Total 64.91
9.4 Advisors to the contract/agreement/memorandum of understanding:
- None-
9.5 Conditions and periods of the contract/agreement/memorandum of understanding and
responsibility of the parties:
The completion of the contract, by law, will be before or on May 31, 2004 when the Sellers
has disposal all assets settled all liabilities of the Company, except for land and buildings;
fixtures; office furniture and equipment. The Sellers also agree to be solely responsible for
such tax liabilities occurred before May 31, 2003.
We hereby certify that the above mentioned statement is correct and accurate and that there is
no information contained herein that may lead other persons to misunderstanding in any material
respect and no concealment is made of any material information.
Name Signed by
1. Mrs.Sunisa Pathompruek ______________________
2. Ms.Chayapa Wongsawat ______________________
3. Ms.Chinnicha Wongsawat ______________________
4. Mr.Yodchanan Wongsawat ______________________
We have thoroughly reviewed the information contained herein and hereby certify that the
persons making this declaration are capable of making the tender offer as announced to the public
and have disclosed complete and correct information.
Seamico Securities Plc.
--------------------------------------------- ---------------------------------------------
(Mr. Reungvit Dusdeesuraphot) (Mr. Chao Arunyawat)
Director Director
Financial Advisor for the Tender Offerer