1 (-Translation-) Ref. 990 / 70 / 025 /2019 August 29, 2019 Subject Amendment of the Supporting Documents to the Notice of Invit
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(-Translation-) Ref. 990 / 70 / 025 /2019 August 29, 2019 Subject Amendment of the supporting documents to the Notice of Invitation to the Extraordinary General Meeting of Shareholders No. 1/2019. To The President The Stock Exchange of Thailand Enclosures: 1) Errata Sheet to the Notice of Invitation to the Extraordinary General Meeting of Shareholders No. 1/2019 of Robinson Public Company Limited; 2) Preliminary Information on the Restructuring of Central Retail Corporation Limited (Amended); and 3) Opinion of Independent Financial Advisor on the Delisting of Shares from the Stock Exchange of Thailand as Part of the Restructuring Plan of Central Retail Corporation Limited for Robinson Public Company Limited (Amended). As Robinson Public Company Limited (the “Company”) has sent the Notice of Invitation to the Extraordinary General Meeting of Shareholders No. 1/2019 together with the supporting documents to the shareholders of the Company and disclosed such documents via its certain website. The Company would like to notify the shareholders of amendments to the supporting documents to the Notice of Invitation to the Extraordinary General Meeting of Shareholders No. 1/2019 of the Company, i.e. Enclosure 2 (Preliminary Information on the Restructuring of Central Retail Corporation Limited) and Enclosure 6 (Opinion of Independent Financial Advisor on the Delisting of Shares from the Stock Exchange of Thailand as Part of the Restructuring Plan of Central Retail Corporation Limited for Robinson Public Company Limited) to be in line with the information disclosed to the Office of the Securities and Exchange Commission of Thailand, as detailed in the Errata Sheet to the Notice of Invitation to the Extraordinary General Meeting of Shareholders No. 1/2019 (Enclosure 1), the Preliminary Information on the Restructuring of Central Retail Corporation Limited (Amended) (Enclosure 2), and the Opinion of Independent Financial Advisor on the Delisting of Shares from the Stock Exchange of Thailand as Part of the Restructuring Plan of Central Retail Corporation Limited for Robinson Public Company Limited (Amended) (Enclosure 3 as disclosed in website of the Stock Exchange of Thailand under news headline “Submission of the Opinion of Independent Financial Advisor on the Delisting of Shares from SET (Amended)”). 1 In addition, the Company has uploaded the amended supporting documents to the Notice of Invitation to the Extraordinary General Meeting of Shareholders No. 1/2019 on the Company’s website at http://robins-th.listedcompany.com/shareholder_meeting.html from August 29, 2019. In this regard, any shareholders who would like to have a hard copy of the Errata Sheet to the Notice of Invitation to the Extraordinary General Meeting of Shareholders No. 1/2019 of the Company may request for the same in front of the meeting room on the date of the Extraordinary General Meeting of Shareholders No. 1/2019 of the Company. Please be informed accordingly. Sincerely yours, (Mr. Sattabun Chaiyadecha) Company Secretary 2 Enclosure 1 Errata Sheet to the Notice of Invitation to the Extraordinary General Meeting of Shareholders No. 1/2019 of Robinson Public Company Limited To Shareholders of Robinson Public Company Limited (the “Company”) The Company would like to notify the shareholders of certain amendments to Enclosure 2 (Preliminary Information on the Restructuring of Central Retail Corporation Limited) and Enclosure 6 (Opinion of Independent Financial Advisor on the Delisting of Shares from the Stock Exchange of Thailand as Part of the Restructuring Plan of Central Retail Corporation Limited for Robinson Public Company Limited) of the Notice of Invitation to the Extraordinary General Meeting of Shareholders No. 1/2019 to be in line with the information disclosed to the Office of the Securities and Exchange Commission of Thailand, as detailed as follows: (1) Enclosure 2 (Preliminary Information on the Restructuring of Central Retail Corporation Limited) (a) Add information in page 15 after Paragraph 7, as detailed as follows: (2) Impact on the Company’s shareholders in the case that the Restructuring Plan is not successful In the case that the Restructuring Plan is not successful, the Company’s shareholders will not be affected. (b) Amend incorrect wordings or texts, as detailed as follows: Location Error Correction Page 42, Paragraph 5, Line 3-5 “(2) HCDS loses control over “(2) HCDS and/or the directors, Central Retail” executives or controlling persons of HCDS holds less than 10 percent of the total voting shares in Central Retail in aggregate and HCDS loses control over Central Retail” Page 93, Paragraph 3, Line 1 “Central Retail” “Central Retail Group” Page 1/2 (2) Enclosure 6 (Opinion of Independent Financial Advisor on the Delisting of Shares from the Stock Exchange of Thailand as Part of the Restructuring Plan of Central Retail Corporation Limited for Robinson Public Company Limited) (a) Amend incorrect wordings or texts, as detailed as follows: Location Error Correction Page 24, Paragraph 2, Line 4 “(2) HCDS loses control over “(2) HCDS and/or the directors, Central Retail” executives or controlling persons of HCDS holds less than 10 percent of the total voting shares in Central Retail in aggregate and HCDS loses control over Central Retail” Page 61, Last Table of the Page, “Add: Cash and short-term “Add: Cash and short-term Line 3-4 investment as of March 31, 2019” investment as of June 30, 2019” “’ Less: Interest-bearing liabilities as “’ Less: Interest-bearing liabilities as of March 31, 2019” of June 30, 2019” Page 2/2 Enclosure 2 Enclosure No. 2 (-Translation-) Preliminary Information on the Restructuring of Central Retail Corporation Limited (Amended) Overview Robinson Public Company Limited (the “Company”) received a letter of intent from Central Retail Corporation Limited (“Central Retail”), a major shareholder of the Company holding directly and indirectly 53.83 percent of the total issued shares of the Company on July 26, 2019, in relation to the business restructuring of Central Retail’s subsidiaries and affiliates, including the Company (collectively together with Central Retail, the “Central Retail Group”), (the “Restructuring”), as part of its preparation for an initial public offering and listing of its shares on the Stock Exchange of Thailand (“SET”), (“IPO”). Central Retail aims to consolidate its various retail presence in Thailand, Vietnam and Italy under a single listed vehicle to create a leading multi-format and multi-category retailing business and plans to raise funds through the IPO concurrently with making a tender offer to purchase all shares in the Company held by other shareholders (the “Conditional Exchange Offer”) in exchange for Central Retail’s newly issued ordinary shares (the “Shares Consideration”) where consideration will be made with no cash alternative. In order to make Central Retail a single listed vehicle, Central Retail has proposed to delist the Company’s shares from the SET upon the successful completion of the IPO and the Conditional Exchange Offer (the “Delisting”) where Central Retail will be the delisting tender offeror under the Conditional Exchange Offer process (collectively, the “Restructuring Plan”). The Company’s shareholders who accept the Conditional Exchange Offer will become Central Retail’s shareholders and will retain ownership in the Company indirectly through Central Retail. In this regard, the Board of Directors’ Meeting No. 4/2019 of the Company, which was held on July 26, 2019, resolved to approve the proposal of such Delisting to the shareholders’ meeting of the Company for consideration and approval. Enclosure No. 2 Page 1/136 Enclosure 2 Objectives and Rationales for the Restructuring Plan The objectives and rationales for the Restructuring Plan of Central Retail are as follows: (1) To consolidate its various retail presence in Thailand, Vietnam and Italy under a single listed vehicle where Central Retail will become one of the leading retailers owing to the harmonious combination of its omni- channel platform, various retail store formats, and retail space rental; (2) To align interest of all shareholders and expand the department store business under a single listed entity that can choose the best retail banners to address, respond to the market demand in each area, and allow for better governance by aligning business plans with a view to preventing conflicts of interest that may arise in the future, e.g. (i) Central Retail banners (such as Supersports, PowerBuy and Tops) being existing tenants in Robinson Lifestyle Centers, (ii) both Central Department Store and the Company operating in the same business, (iii) both Tops Plaza and Robinson Lifestyle Center operating in the same business; (3) To create a more complete investment vehicle with a strong financial position which will be the Central Group’s retail flagship platform that is capable of expanding into any market through its various retail formats; (4) To allow the shareholders of the Company to partake in a company with retail business presence in various countries given Central Retail Group’s exposure in Vietnam which is one of the fastest growing region with 7.5% GDP CAGR over the last five years coupled with tits growing market share in Italy department stores from 36.0% in 2014 to 48.1% in 2018, with revenue contribution of 14.1% and 8.7% of the total sales for the year ended December 31, 2019 from Vietnam and Italy, respectively; and (5) To provide higher diversification of earnings for the shareholders of