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Tender Offer for Securities (Form 247-4) of GOLDEN LIME PUBLIC

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Tender Offer for Securities (Form 247-4) of GOLDEN LIME PUBLIC (Translation) Tender Offer for Securities (Form 247-4) Of GOLDEN LIME PUBLIC COMPANY LIMITED By CE LIME (THAILAND) LIMITED Tender Offer Preparer TMB BANK PUBLIC COMPANY LIMITED Tender Offer Agent KT ZMICO SECURITIES COMPANY LIMITED (Translation) 10 October 2016 Subject: Submission of the Tender Offer to purchase the securities of Golden Lime Public Company Limited To: Secretary-General of the Securities and Exchange Commission President of the Stock Exchange of Thailand Directors and shareholders of Golden Lime Public Company Limited Enclosed: The Tender Offer to purchase the securities of Golden Lime Public Company Limited (Form 247-4) Reference is made to CE Lime (Thailand) Limited’s (the “Offeror”) acquisition of 135,000,000 ordinary shares of Golden Lime Public Company Limited (the “Company”) from major shareholders on 29 September 2016 at THB 6.50 per share, representing 45.00% of the total issued and paid-up shares and voting rights of the Company, requiring the Offeror to make a mandatory tender offer for all remaining securities of the Company in accordance with 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. TMB Bank Public Company Limited, as the Preparer of the Tender Offer, hereby submits the Tender Offer to purchase the securities of the Company (Form 247-4) to the Office of the Securities and Exchange Commission, the Stock Exchange of Thailand, the Company, and the directors and shareholders of the Company for your consideration. Sincerely Yours, ____Mr. Yongyoot Luangrattanamart___ (Mr. Yongyoot Luangrattanamart) Head of Corporate Finance and Debt Capital Markets TMB Bank Public Company Limited The Preparer of the Tender Offer Table of Contents Part 1 Significant Elements of the Tender Offer ........................................................................................................................................... 1 Part 2 Information on the Offeror .................................................................................................................................................................... 7 1 Details of the Offeror ....................................................................................................................................................... 7 2 Details of the Preparer of the Tender Offer .................................................................................................................... 18 3 Details of Other Advisors ............................................................................................................................................... 18 4. Relationship between the Offeror and the Company, Major Shareholders or Directors of the Company ....................... 18 5. Other relevant information for the securities holders’ decision making ........................................................................... 21 Part 3 Information on the Company .............................................................................................................................................................. 24 1. Details of the Company ................................................................................................................................................. 24 2. Business Plan after Takeover ........................................................................................................................................ 29 Part 4 Additional Details of the Tender Offer .............................................................................................................................................. 31 1. Procedures for acceptance of the Tender Offer ............................................................................................................. 31 2. Procedures for purchasing securities ............................................................................................................................. 36 3. Settlement and payment procedures ............................................................................................................................. 36 4. Right of the securities holder who accept the Tender Offer ........................................................................................... 38 5. Cancellation of the Tender Offer .................................................................................................................................... 39 6. Procedure of returning the Ordinary Shares to the Offerees for the case that Tender Offer process has been cancelled ................................................................................................................................................................................ 41 7. Determination of the Offer Price .................................................................................................................................... 42 8. Acquisition of securities prior to the Tender Offer (applicable only in case of a partial offer accordance with Part 5 of the SEC Notification No. TorChor. 12/2554) .................................................................................................................. 43 Part 5 Certification of the Information .......................................................................................................................................................... 44 Attachment 1 Tender Offer Acceptance Procedures and Forms 1-1 Tender Offer Acceptance Procedures 1-2 Tender Offer Acceptance Form 1-3 Form for Confirmation of Cost of Tendered Shares (Only for foreign juristic person not operating in Thailand) 1-4 Power of Attorney (for Tender Offer Acceptance) Attachment 2 Tender Offer Cancellation Procedures and Forms 2-1 Tender Offer Cancellation Procedures 2-2 Tender Offer Cancellation Form 2-3 Power of Attorney (for Tender Offer Cancellation) Attachment 3 Tender Offer Acceptance Procedures and Forms for Non-Voting Depositary Receipt (NVDR) 3-1 Tender Offer Acceptance Procedures for NVDR 3-2 Tender Offer Acceptance Form for NVDR 3-3 Form for Confirmation of Cost of Tendered Shares for NVDR 3-4 Power of Attorney for Tender Offer Acceptance for NVDR Attachment 4 Request Form for Rectifying Items in the Securities Holder Record Attachment 5 Financial Support Letter from the Lender Attachment 6 Letters of Undertaking 6-1 Letter of Undertaking from Mr. Kiatikul Monsereenusorn and Mr. Kitimethee Monsereenusorn 6-2 Letter of Undertaking from Miss Tongrak Kijwatanachai Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4 (Translation) This English translation of the Tender Offer document has been prepared solely for the convenience of the foreign shareholders of Golden Lime Public Company Limited and should not be relied upon as the definitive and official Tender Offer document of the Offeror. The Thai language version shall be regarded as the definitive and official Tender Offer document of the Offeror and shall prevail in all respects in the event of any inconsistency or discrepancy between the Thai version and this English translation. Tender Offer for Securities of Golden Lime Public Company Limited (This Tender Offer, Offer Price and Offer Period are the final offer which will not be amended subject to the conditions specified in Clause 8) To: The Securities Holders of Golden Lime Public Company Limited We, CE Lime (Thailand) Limited (the “Offeror” or “CELT”), hereby offer to purchase the securities of Golden Lime Public Company Limited (“SUTHA” or the “Company”) which are not already held by the Offeror in accordance with the following terms and conditions (the “Tender Offer”): Part 1 Significant Elements of the Tender Offer 1. Date of Submission of the Tender Offer 10 October 2016 2. Name of the Offeror CE Lime (Thailand) Limited The Offeror was established by Mr. Ishaan Shah and Asia Lime Pte. Ltd. (“ALS”) on 21 September 2016 as a holding company for the primary purpose of investing in lime and lime related business. 3. Name of the Preparer of the Tender Offer TMB Bank Public Company Limited (“TMB”) 4. Objective of making the Tender Offer On 29 September 2016, the Offeror acquired 135,000,000 ordinary shares of the Company which accounts for 45.00% of the total issued and paid-up shares of the Company from Mr. Kiatikul Monsereenusorn and Mr. Kitimethee Monsereenusorn (collectively the “Sellers”) for the price of THB 6.50 per share prior to the Tender Offer submission date. As a result, the Offeror is required to make a Tender Offer for all securities of the Company (Mandatory Tender Offer) to adhere to 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. _______________________________________________________________________________________ Page 1 Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4 5. Category, Type, Class and Amount of Securities Offered to be Purchased, and the Percentage of Such Securities to the Total Paid Up Securities The Company has only one type of securities, which is the ordinary share. The Offeror is offering to purchase the remaining 165,000,000 ordinary shares of the Company from other shareholders, which is equivalent to 55.00% of the Company’s total issued and paid-up shares and is equivalent to 55.00% of the Company’s total voting rights which does not include the ordinary
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