The delisting of the Company’s securities from the Stock Exchange of Thailand

HRD 233/2015

 29 July 2015

Subject:

The delisting of the Company’s securities from the Stock Exchange of Thailand

Attention:

President
Stock Exchange of Thailand

Hemaraj Land and Development Public Company Limited (the “Company”) hereby discloses the resolutions passed by Board of Directors’ Meeting No. 10/2015 which was convened on 28 July 2015, as follows:

1. Approved the proposal to the shareholders’ meeting of the Company to consider the delisting of the Company’s securities from the Stock Exchange of Thailand (the “Stock Exchange”). 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 who has served a notice to the Company requesting to proceed as reasonable and necessary to delist the Company’s shares from 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 that 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. In this respect, the result 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 (the “SET Regulation”) requiring that there must be the tender offer 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 7.12 percent of its total issued shares which is not in accordance with the Criteria, and WHA and the Offeror do not currently have the policy to reduce its shareholding in the Company, rendering the Company to be 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 this regard, the Offeror shall make a tender offer for the shares of the Company at the tender offer price of not less than the maximum price calculated based on the rules and criteria prescribed under the Notification of the Capital Market Supervisory Board No. TorChor. 12/2554 Re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers (the “Notification TorChor. 12/2554”), comprising four methods as follows:

1. The highest price of the Company’s shares acquired by the offeror or its persons under Section 258 of the Securities and Exchange Act during 90 days prior to the submission date of the tender offer to the SEC Office. However, such price cannot determine at this time and if during 90 days prior to the submission date of the tender offer, the Offeror has not acquired any shares of the Company, there will not be the price under this method;

2. The weighted average market price of the Company’s shares during the period of five business days prior to the date on which the Company’s Board of Directors resolves to propose the delisting agenda for consideration in a shareholders’ meeting: Baht 4 per share;

3. The net asset value of the Company calculated based on the book value adjusted to reflect the most recent market price of the assets and liabilities of the Company: Baht 3.48 per share*;

4. The highest fair value of the Company appraised by the financial advisor of the Offeror, i.e. JVS Financial Advisory Co., Ltd.: Baht 4.37 per share using the sum of the parts method where the calculation method is based on types the business i.e. RNAV (revalued net asset value) for industrial estate business, discounted cash flow for utility and electricity business and income approach for real estate for lease.

Note: The net asset value in Clause 3 and the fair value appraised by the financial advisor in Clause 4 is the value derived after the dividend is paid.

Thus, the highest price of the Company’s shares which the Offeror shall use will be at least Baht 4.37 per share. In this regard, the tender offer price offered by the Offeror shall be Baht 4.40 per share.

The conditions precedent required to be satisfied prior to the making of a tender offer for delisting are as follows:

1. The shareholders’ meeting of WHA to approve the making of a tender offer for all securities of the Company in order to delist the Company’s securities from the Stock Exchange and the making of the tender offer for the Company’s securities, including the issuance and the offer for sale of warrant No. 2 to exercise the right to purchase the newly-issued ordinary shares of WHA in order to offer for sale to the existing shareholders of WHA;

2. The shareholders’ meeting of the Company to approve the delisting of the Company’s securities from the Stock Exchange; and

3. The relevant agencies, including the Stock Exchange, financial institution and other related contractual parties to approve or waive the matters relating to the delisting of the Company’s securities from the Stock Exchange (if necessary).

Furthermore, the Board of Directors’ Meeting has considered and appointed the Executive Committee of the Company or its delegated persons to be authorized to consider and determine, or amend the details with regard to the delisting of the Company’s shares from the Stock Exchange, in order to facilitate the process, which includes the following matters:

(a) To deal with, coordinate, and undertake relevant actions with regulators or other agencies as required by law, including carrying out any actions pursuant to the rules, conditions, and details of the relevant laws and regulations, as well as the comments or guidelines of such agencies.

(b) To undertake any actions relevant to or continuous with the delisting of the Company’s securities from the Stock Exchange.

(c) To appoint, change, or remove the sub-attorney, whether one or more, for the aforementioned undertakings, as it deems appropriate, including the sub-attorney to have the power to further authorize another (or more) person as his sub-attorney, as permitted by law.

2. Approved the independent directors to consider and select the independent financial advisor to act as the advisor to provide recommendations and opinions to the shareholders of the Company in support of their consideration on the delisting of the Company’s securities from the Stock Exchange. Once the qualified independent financial advisor as required by law has been selected, it shall propose to the Board of Directors for further consideration and approval of the appointment of independent financial advisor.

3. Approved the schedule of Extraordinary General Meeting of Shareholders No. 1/2015 on 30 September 2015, at 10.00 hrs., 3rd Floor, Golden Tulip Sovereign Hotel, No. 92, Soi Sangjam, Rama IX Road, Bangkapi Sub-district, Bangkapi District, Bangkok, with the following agenda items:
 

Agenda Item 1: To consider and endorse the Minutes of the 2015 Annual General Meeting of Shareholders

Agenda Item 2: To acknowledge the opinion on the delisting of the Company’s securities from the Stock Exchange, and the tender offer of the Offeror, including any other relevant information to be declared by the Company and the financial advisor of the shareholders

Agenda Item 3: To consider and approve the delisting of the Company’s securities from the Stock Exchange of Thailand

Agenda Item 4: To acknowledge the directors who are directors of subsidiary company operating of REIT Manager business which REIT has the same nature and is in competition with business of the Company

Agenda Item 5: To acknowledge the distribution of interim dividend approved by the Board of Directors’ Meeting

Agenda Item 6: Other matters (if any)

In this regard, the Company has scheduled the date to determine the names of shareholders entitled to attend Extraordinary General Meeting of Shareholders No. 1/2015 (Record Date) on 13 August 2015 and the date to collect the names of shareholders by means of a share register book closure pursuant to Section 225 of the Securities and Exchange Act B.E. 2535 (1992) (including any amendment thereto) on 14 August 2015.

Please be informed accordingly.

Sincerely yours,
Hemaraj Land and Development Public Company Limited


Mr. Krailuck Asawachatroj
Managing Director