STRD 001/2004
January 5, 2004
SubjectThe announcement of Statement of Firm Intention to Make a Tender Offer
ToThe President
The Stock Exchange of Thailand
Attachment1. Statement of Firm Intention to Make a Tender Offer
- Form 247-3 Thai Version
- Form 247-3 English Version
Sino-Thai Resources Development Public Co., Ltd. has been informed by IFCT Advisory Co., Ltd.
that Mr. Vichai Limpanyakul, Mrs. Karanjana Manathamphaiboon, Mrs. Suladda Asawapayathkul,
Mrs. Jintana Surapanich and Mr. Kitti Cheevakittigul intent to make a tender offer to purchase securities
of the Company as the details of Statement of Firm Intention to Make a Tender Offer (Form 247-3) as the
attachment.
Please be informed the changes of the Company''s shareholders, and the announcement of Statement of Firm
Intention to Make a Tender Offer.
Sincerely yours,
Vitoon Somboon
(Vitoon Somboon)
Managing Director
STATEMENT OF FIRM INTENTION TO MAKE A TENDER OFFER
1. Date of submission of the statement of firm intention
31 December 2003
2. Name of the person making the statement of firm intention to make a tender
offer (specify the names of all persons who will jointly make a tender offer)
Mr. Vichai Limpanyakul
Mrs. Karanjana Manathamphaiboon
Mrs. Suladda Asawapayuthkul
Mrs. Jintana Surapanich
Mr. Kitti Cheevakittigul (hereinafter called ( Tender Offer or Group )
Contact Number : 01-8111716
3. Intention to make a tender offer to purchase securities of Sino-Thai Resources
Development Public Company Limited which is a public limited company whose
securities are listed on the Stock Exchange of Thailand
4. Details of securities for which a tender offer will be made
( / ) a tender offer for all securities of the business
( ) a partial tender offer in accordance with Part 5 of the Notification of the
Securities and Exchange Commission No. Kor. Jor. 53/2545
% of securities for which the tender
offer will be be made, compared with
Type of Securities Class Number of Total issued Total voting rights Offer pric
e Offered
securities for securities of those of the business
at which value
which the types/series
the tender
tender offer
offer will
will be made
be made
per unit
Ordinary shares - 5,199,000 25.99 25.99
10.00 51,990,000
Preference shares - - - -
- -
Share warrants - - - -
- -
Convertible debentures - - - -
- -
Other securities (if any) - - - -
- -
Total
25.99 10.00 51,990,000
5. Securities held prior to making a 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 Number of % of the
total % of the total
securities securities issue
d securities of voting rights of
the business the business
I. Name of the persons Ordinary shares 6,270,000* 31.35*
31.35*
making the statement
II. Name of the person in the same group as
the persons making the statement of firm
intention
III. Name of the persons falling under Section
258 of the persons in I and II
IV.Other agreements which entitle the persons
in I to III to acquire more shares
Total 6,270,000*
31.35* 31.35*
Note : * The Tender Offeror Group is in the process of transfering in 8,531,000 shares which
will result the Tender Offeror Group to hold the total of 14,801,000 shares
representing 74.01 percent of the total voting right of the company.
5.2 Convertible securities
-None-
6. Name of the financial advisor for the tender offer
IFCT Advisory Co., Ltd.
7. Name of other advisors
White & Case (Thailand) Limited
8. Date on which an official tender offer is expected to be filed
12 January 2004
9. Summary of a contract/agreement/memorandum of understanding entered into
by the persons making the statement of firm intention prior to the submission of
this statement of firm intention for the purpose of buying and selling significant
amount of Sino-Thai Resources Development''s securities, irrespective of
whether such contract/agreement/memorandum of understanding was entered
into for the purpose of buying and selling securities in the tender offer
The Tender Offeror Group had made 3 sale and purchase agreements to
purchase ordinary shares of Sino-Thai Resources Development Public Company
Limited in the total of 8,531,000 shares at 10 baht per share. The important detail of
the above agreements are as follow;
9.1 The first agreement
9.1.1 Parties to the contract/agreement/memorandum of understanding
The agreement in relation to the sale and purchase of Sino-Thai Resources
Development Public Company Limited was entered into between Mr. Kitti
Cheevakittigul (as the purchaser) and Nitti Tavornvanich (as the seller).
9.1.2 Date of the contract/agreement/memorandum of understanding
The Agreement was entered into on 30 December 2003.
9.1.3 Securities involved
Purchaser Type of Number of % of the total issued % of th
e total
Securities securities securities of these
voting rights of the
shares/units types/series
business
Mr. Kitti Cheevakittigul Ordinary shares 2,000,000 10.00 10.0
0
Total 10.00
10.00
9.1.4 Advisors to the contract/agreement/memorandum of understanding
White & Case (Thailand) Limited
9.1.5 Conditions and periods of the contract/agreement/memorandum of understanding and
responsibilities of the parties
The purchaser agrees to make a payment in the amount of 20,000,000 baht
,as well as, the seller agrees to transfer the ordinary shares within January 9, 2004.
9.2 The second agreement
9.2.1 Parties to the contract/agreement/memorandum of understanding
The agreement in relation to the sale and purchase of Sino-Thai Resources
Development Public Company Limited was entered into between Mr. Kitti
Cheevakittigul (as the purchaser) and Stecon AMC Co.Ltd. (as the seller).
9.2.2 Date of the contract/agreement/memorandum of understanding
The Agreement was entered into on 30 December 2003.
9.2.3 Securities involved
Purchaser Type of Number of % of the total issued % of t
he total
Securities securities securities of these
voting rights of the
shares/units types/series
business
Mr. Kitti Cheevakittigul Ordinary shares 3,531,000 17.66 17.6
6
Total 17.66
17.66
9.2.4 Advisors to the contract/agreement/memorandum of understanding
White & Case (Thailand) Limited
9.2.5 Conditions and periods of the contract/agreement/memorandum of understanding and
responsibilities of the parties
The purchaser agrees to make a payment in the amount of 35,310,000 baht
,as well as, the seller agrees to transfer the ordinary shares within January 9, 2004.
9.3 The third agreement
9.3.1 Parties to the contract/agreement/memorandum of understanding
The agreement in relation to the sale and purchase of Sino-Thai Resources
Development Public Company Limited was entered into between Mrs. Jintana
Surapanich (as the purchaser) and Stecon AMC Co.Ltd. (as the seller).
9.3.2 Date of the contract/agreement/memorandum of understanding
The Agreement was entered into on 30 December 2003.
9.3.3 Securities involved
Purchaser Type of Number of % of the total issued
% of the total
Securities securities securities of th
ese voting rights of the
shares/units types/ser
ies business
Mrs. Jintana Surapanich Ordinary shares 3,000,000 15.00
15.00
Total
15.00 15.00
9.3.4 Advisors to the contract/agreement/memorandum of understanding
White & Case (Thailand) Limited
9.3.5 Conditions and periods of the contract/agreement/memorandum of understanding and
responsibilities of the parties
The purchaser agrees to make a payment in the amount of 30,000,000 baht
,as well as, the seller agrees to transfer the ordinary shares within January 9, 2004.
We hereby certify that the above information 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 Signature of the person making
the
statement of firm intenti
on to make a
tender of
fer
1. Mr. Vichai Limpanyakul Vichai Limpanyakul
2. Mr. Kitti Cheevakittigul Kitti Cheevakittigul
3. Mrs. Suladda Asawapayuthkul Suladda Asawapayuthkul
4. Mrs. Jintana Surapanich Jintana Surapanich
5. Mrs. Karanjana Manathamphaiboon Karanjana Manathamphaiboon
We have carefully reviewed the information contained herein and hereby certify that the
persons making this statement of firm intention can conduct the tender offer as announced to
the public and have disclosed complete and correct information.
IFCT Advisory Co., Ltd.
Financial Advisor for the Tender Offer
Narumol Noi-am Prasert Patradhilok
(Mrs. Narumol Noi-am) (Mr. Prasert Patradhilok)
Director Director
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