(English translation)
Ref. No. VGI.CSC.SET.22.28
17 August 2022
Subject: Submission of the Report on the Result of Tender Offer for the Securities of Nation International Edutainment Public Company Limited (Form 256-2)
To: The President
The Stock Exchange of Thailand
Ref: Copy of the Report on the Result of Tender Offer for the Securities of Nation International Edutainment Public Company Limited (Form 256-2)
VGI Public Company Limited (the "Company") would like to inform that on 17 August 2022 Point of View (POV) Media Group Company Limited (a subsidiary which the Company holds 100 percent 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 Result of the Tender Offer for the Securities of NINE (Form 256-2) 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 17th, 2022 | |
Re: | The Result of Tender Offer Report of Nation International Edutainment Public Company |
Limited (Form 256-2) | |
To: | Secretary-General |
The Office of the Securities and Exchange Commission |
- President
The Stock Exchange of Thailand
Enclosure: | The Result of Tender Offer Report (Form 256-2) |
Point of View (POV) Media Group Company Limited (the "Offeror") has 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 Offeror would like to submit the Result of Tender Offer Report (Form 256-2) 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 Offeror |
Form 256-2
(Sor Jor. 6/2546)
(Translation)
Report on the Result of the Tender Offer
August 17th, 2022
To Secretary- The Securities and Exchange Commission
We, Point of View (POV) Media Group Company Limited (the "Offerors"), hereby report Nation International Edutainment Public Company Limited
(the "Company") as follow
1. Shares
Type of Shares | No. of Shares | Percentage of Total | Percentage of Total | |
Issued Shares of the | Voting Rights | |||
Company1 | ||||
Shares held prior to the Tender | ||||
Offer | ||||
- Point of View (POV) Media | Ordinary | 953,500,000 | 59.99 | 59.99 |
Group Company Limited | ||||
Shared offered to be purchased | Ordinary | 636,049,286 | 40.01 | 40.01 |
Shares tendered | Ordinary | - | - | - |
Shares purchased from those | Ordinary | - | - | - |
tendered | ||||
1 The total number of issued shares of the Company = ordinary shares + preferred shares - shares repurchased and outstanding at the end of a month in which the Tender Offer Form is submitted.
- 2 -
- Convertible Securities
- None -
- The amount of securities held by each Offeror after the Tender Offer: The securities held by person(s) in the same group as the Offeror and person(s) under Section 258 of the Offeror and the person(s) in the same group as the Offeror shall be included.
3.1 Shares
Percentage of Total | Percentage of Total | ||
Name | No. of Shares | Issued Shares of the | Voting Rights |
Company2 | |||
I. The Offeror | |||
- Point of View (POV) Media Group | 953,500,000 | 59.99 | 59.99 |
Company Limited | |||
II. Persons in the Same Group as the Offeror | - | - | - |
III. Persons under Section 258 of the Persons I and II | - | - | - |
Total | 953,500,000 | 59.99 | 59.99 |
3.2 Convertible Securities - None-
2 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 Offeror