Due to the fact that Bangchak Corporation Public Company Limited (BCP) has entered into a share purchase agreementof Esso (Thailand) Public Company Limited or ESSO on January 11, 2023 in the amount of 2,283,750,000 shares or 65.99% of the total number of issued and paid-up ordinary shares of Esso from ExxonMobil Asia Holdings Pte. Ltd. (the “Seller”) and has fulfilled the conditions precedent to the acquisition of Esso’s ordinary shares.
All of the conditions precedent before the acquisition of Esso’s ordinary shares have been completed. The details are as follows. 1. Esso has been approved and/or a waiver of duties under the terms or limitations Specifically stated in the Petroleum Refinery Expansion and Operation Agreement dated December 27, 1991 (including amendments) from the Ministry of Energy. or relevant government agencies so that the seller can sell the traded shares to the Company In the event that approval or waiver is required prior to the sale of the traded shares In this case, Esso is not required to obtain any approval or waiver, and it is deemed that this condition precedent has been fulfilled. ,2.The Company has been approved by the Company’s Annual General Meeting of Shareholders to purchase ordinary shares of Esso on April 11, 2023 ,3.The Company has received various approvals According to the criteria for the conditional trade competition law on July 18, 2023 and 4. The parties agreed on the final purchase price according to the share purchase agreement. It was successfully completed on August 25, 2023 according to the information specified in Attachment 1 attached with this document.
Therefore, from the above condition precedent has been completed. As a result, the Company is obligated to make a Mandatory Tender Offer for all remaining securities of Esso from all Esso shareholders in accordance with the Notification of the Capital Market Supervisory Board No. TorJor. 12/2554 Re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers
The Company will make a tender offer to purchase all remaining shares of Esso. totality 1,177,108,000 shares (equivalent to 34.01 percent of Esso’s total issued and paid-up ordinary shares) and will be responsible for filing the Tender Offer Declaration of Intention (Form 247-3) and the Tender Offer. Securities (Form 247-4) of Esso to the Securities and Exchange Commission. Stock Exchange of Thailand and Esso next
The Company expects to purchase 2,283,750,000 ordinary shares of Esso, representing 65.99 percent of the total issued and paid-up ordinary shares of Esso. from the seller in value 22,605,926,000 baht or 9.8986 baht per share (By rounding up to 4 decimal places and payment for ordinary shares to the seller on August 31, 2023 and if there is any further progress related to the transaction The company will continue to provide additional information to the Stock Exchange of Thailand.
2023-08-25 13:27:56
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