(English translation)
Ref. No. VGI.CSC.SET.22.27
4 August 2022
Subject: Submission of the Report on the Preliminary Result of Tender Offer for the Securities of
Nation International Edutainment Public Company Limited (Form 247-6-Khor)
To: The President
The Stock Exchange of Thailand
Ref: Copy of the Report on the Preliminary Result of Tender Offer for the Securities of Nation International Edutainment Public Company Limited (Form 247-6-Khor)
VGI Public Company Limited (the "Company") would like to inform that on 4 August 2022 Point of View (POV) Media Group Company Limited (a subsidiary which the Company holds 100% of total issued shares), as the Offeror of the Tender Offer for all of the remaining securities of Nation International Edutainment Public Company Limited ("NINE"), has already submitted the Report on the Preliminary Result of the Tender Offer for the Securities of NINE (Form 247-6-Khor) to the Office of the Securities and Exchange Commission. The details of which are set out in the disclosure.
Please be informed accordingly
Sincerely yours
VGI Public Company Limited
(Mr. Marut Arthakaivalvatee) (Mr. Chan Kin Tak)
Authorised Directors
(Translation)
August 4th, 2022
Re: | The Preliminary Result of Tender Offer Report of Nation International Edutainment Public |
Company Limited (Form 247-6-Khor) | |
To: | Secretary-General |
The Office of the Securities and Exchange Commission |
- President
The Stock Exchange of Thailand | |
Enclosure: | The Preliminary Result of Tender Offer Report (Form 247-6-Khor) |
Point of View (POV) Media Group Company Limited (the "Offeror") have made the mandatory tender offer for all of the remaining securities of Nation International Edutainment Public Company Limited (the "Company") during the tender offer period of 25 business days from July 4th, 2022, to August 10th, 2022.
According to the Notification of Capital Market Supervisory Board No. ThorJor. 12/2554 Re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers dated 13 May 2011 (as amended), the Offerors would like to submit the Preliminary Result of Tender Offer Report (Form 247-6-Khor) to the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand, which shall be used for your reference on the tender offer, details are in the Enclosure.
Please be informed accordingly.
Point of View (POV) Media Group Company Limited
-Signed- | -Signed- |
………………………………………. | ………………………………………. |
( Mr. Marut Arthakaivalvatee ) | ( Mr. Chan Kin Tak) |
Authorized Director | Authorized Director |
The Offerors |
Form 247-6-khor | |||||||||||||||||
(Sor Jor. 6/2546) | |||||||||||||||||
- Translation- | |||||||||||||||||
Report of the Preliminary Result of Tender Offer | |||||||||||||||||
1. | Submission Date | August 4th, 2022 | |||||||||||||||
2. | Securities Offered to Purchase | Ordinary shares of Nation International Edutainment PLC. | |||||||||||||||
3. | Name of the Tender Offeror | Point of View (POV) Media Group Company Limited | |||||||||||||||
4. | Tender Offer Preparer | I V Global Securities Public Company Limited | |||||||||||||||
5. | Tender Offer Period | ||||||||||||||||
Total of 25 | business days from July 4th, 2022 | to August 10th, 2022 | |||||||||||||||
6. | Securities held by the Tender Offeror and securities offered for sale until | August 3rd, 2022 |
6.1 Common Shares
Type of | No. of | Percentage of Total Issued | Percentage of Total | |
Securities | Shares | and Paid-up Shares of the | Voting Rights of the | |
Company1 | Company | |||
No. of Shares held | ||||
- Point of View (POV) | ||||
Media Group Company | Ordinary | 953,500,000 | 59.99 | 59.99 |
Limited | ||||
No. of Shares Offered for | Ordinary | - | - | - |
Sale | ||||
Total No. of Shares Held + | ||||
No. of Shared Offered for | Ordinary | 953,500,000 | 59.99 | 59.99 |
Sale | ||||
1 Total Issued and Paid-up Shares = No. of Common Shares + No. of Preferred Shares - The Remaining Treasury Stocks at the end of the month before submission of the Tender Offer.
- 2 -
6.2 Convertible Securities
Convertible | No. of | Total Prepares | Percentage of Total Voting | ||
Securities | Shares | Shares2 | Rights of the Company3 | ||
Type | Version | ||||
No. of Shares hold | - | - | - | - | - |
No. of Shares Offered for Sale | - | - | - | - | - |
Total No. of Shares Held + No. | - | - | - | - | - |
of Shared Offered for Sale | |||||
- Total Prepared Shares = No. of Units X No. of Shares from the right of executing or converting of one unit that convertible securities version
- See Footnote 1
I hereby certify that the above information is correct and with no misleading information, and no concealment is made on any material information which should be disclosed.
Point of View (POV) Media Group Company Limited
-Signed- | -Signed- |
………………………………………. | ………………………………………. |
( Mr. Marut Arthakaivalvatee ) | ( Mr. Chan Kin Tak) |
Authorized Director | Authorized Director |
The Offerors