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ELCID BOD (EN) CL Sent.20190726 (Final)

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ELCID BOD (EN) CL Sent.20190726 (Final) (-Translation-) No. 990/70/018/2562 July 26, 2019 Subject Business Restructuring and Delisting, Amendment of the Articles of Association, and Convening of the Extraordinary General Meeting of Shareholders No. 1/2019 of Robinson Public Company Limited To The President The Stock Exchange of Thailand Enclosures: 1. Preliminary Information on the Restructuring of Central Retail Corporation Company Limited 2. Form of Report on Delisting of Shares (F10-6) Robinson Public Company Limited (the “ Company ”) would like to announce that the following significant resolutions were passed at the Board of Directors’ Meeting of the Company No. 4/2019, which was held on July 26, 2019: 1. A resolution was passed to propose that the Extraordinary General Meeting of Shareholders No. 1/2019 consider and approve the delisting of the Company’s shares from the Stock Exchange of Thailand (the “SET ”), (the “Delisting ”), pursuant to the business restructuring of the subsidiaries and affiliates of Central Retail Corporation Company Limited (“ Central Retail ”) following the receipt by the Company of a letter of intent from 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 SET, (“ IPO ”). In this regard, 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. In this regard, Central Retail 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. In connection with the Conditional Exchange Offer, Central Retail will propose to purchase shares from all shareholders of the Company who accept the Conditional Exchange Offer at a price of THB 66.50 per share (the “ Company Shares Price ”) and it will issue its newly issued ordinary shares (the “ Shares Consideration ”) as consideration for the Conditional Exchange Offer. The Company’s shareholders will receive such Shares Consideration pursuant to a swap ratio for the exchange of the shares in the Company and the Shares Consideration, which will be calculated from the Company Shares Price divided by the final IPO price of the shares in Central Retail to be derived from the book-building process in the future (the “ IPO Shares Price ”). In this regard, if there is any fraction of shares from the allocation of the Shares Consideration according to the final swap ratio, such fraction will be rounded down and no compensation will be made therefor. Moreover, if the Company pays dividends before payment of the consideration for the Conditional Exchange Offer, 1 the tender offer price will be reduced in proportion to the amount of the dividends paid per share of the Company. However, the final IPO Shares Price will be announced after completion of the book-building process, which is expected to be completed after the end of the Conditional Exchange Offer period. Therefore, in the preliminary stages of the Conditional Exchange Offer, the shareholders of the Company will know the fixed Company Shares Price and the preliminary swap ratio and they will know the final IPO Shares Price and the final swap ratio at the end of the book-building process. In order to make Central Retail a single listed vehicle, Central Retail has proposed to proceed the Delisting upon the successful completion of the IPO and the Conditional Exchange Offer where Central Retail will be the delisting tender offeror under the Conditional Exchange Offer process (collectively, the “ Restructuring Plan of Central Retail ”). 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. Nevertheless, in making the Conditional Exchange Offer above, Central Retail will not send or distribute documents in relation to the Conditional Exchange Offer into certain jurisdictions, which may cause Central Retail to violate the laws of such jurisdictions or impose additional obligations on Central Retail to comply with the laws of such jurisdictions other than the obligations under the relevant laws or regulations of Thailand. However, the Conditional Exchange Offer will contain such applicable disclaimer and will be published on the websites of the Company, the Office of the Securities and Exchange Commission (the “ SEC Office ”), and the SET where investors may further study the Conditional Exchange Offer in detail. Subject to the foregoing restrictions and the procedure to be set out by Central Retail, Central Retail will accept to purchase shares from the shareholders of the Company who intend to sell their shares in Thailand in the Conditional Exchange Offer process. In this regard, the shareholders of the Company who accept the Conditional Exchange Offer will be allocated the Share Consideration from Central Retail. However, Central Retail may cancel the Conditional Exchange Offer upon the occurrence of any of the following events: • Any event occurring after the submission of the Conditional Exchange Offer to the SEC Office but before the end of the offer period that has or may have a material adverse effect on the Company’s status or assets where such event is not as a result of Central Retail’s action or any action for which Central Retail is responsible. • Any event that causes the application for the Delisting to terminate. • Incompletion of the IPO, including, but not limited to, the relevant underwriting agreements and the international purchase agreements have not been entered into between Central Retail and the underwriters or the initial purchasers, as applicable and the occurrence of any of the events as specified in the relevant underwriting agreements and the international purchase agreements 2 which may cause the underwriters or the initial purchasers to exercise their rights to cancel the IPO under such agreements. • Central Retail’s lack of any required qualification or failure to comply with the SET’s conditions for its preliminary approval to list its shares on the SET, resulted from actions or incidents which are beyond Central Retail’s control. The process under the Restructuring Plan of Central Retail is as follows: • The shareholders’ meeting of Central Retail approves, among others, the Restructuring Plan of Central Retail, the increase of its registered capital, and the allocation of its newly issued shares. • The shareholders’ meeting of the Company approves the Delisting. • Central Retail submits an application for approval of an offer for sale of its newly issued shares (the “IPO Application”), together with the registration statement (Form 69-1), and the draft prospectus to the SEC Office where the SEC Office will notify the result of the IPO Application within 165 days from the date on which the SEC Office receives the completed IPO Application, the registration statement (Form 69-1), the draft prospectus, and all necessary supporting documents. • Once the SEC Office approves the IPO Application and the SET preliminary approves the listing of Central Retail’s shares on the SET and approve the delisting of the Company’s shares from the SET, Central Retail will start the Conditional Exchange Offer process. In addition, the shareholders who accept the Conditional Exchange Offer will be allocated the Shares Consideration from Central Retail. Moreover, the Meeting has passed to propose that the Extraordinary General Meeting of Shareholders No. 1/2019 consider and approve the authorization to the Executive Committee or the authorized directors or any persons authorized by the Executive Committee to undertake actions relating to the Delisting pursuant to the proposal under the Restructuring Plan of Central Retail and undertake any other relevant actions. In this regard, details on the Restructuring Plan of Central Retail and Central Retail’s information are as set out in the Preliminary Information on the Restructuring of Central Retail Corporation Company Limited (Enclosure 1 ) and details on the Delisting are as set out in the Form of Report on Delisting of Shares (F10-6) ( Enclosure 2 ). 2. A resolution was passed to approve the appointment of Discover Management Company Limited to be an independent financial advisor (IFA) to provide an opinion on the Delisting under the Restructuring Plan of Central Retail and the Restructuring Plan of Central Retail, as well as the appropriateness of the offering price. 3 3. A resolution was passed to propose that the Extraordinary General Meeting of Shareholders No. 1/2019 consider and approve the amendment of the Articles of Association of the Company to be in line with the relevant regulations regarding Central Retail’s IPO pursuant to the Notification of the Capital Market Supervisory Board No. TorJor. 39/2559 Re: Application for Approval and Granting of Approval for Offering of Newly Issued Shares (as amended). 4. A resolution was passed to approve the convening of the Extraordinary General Meeting of Shareholders No. 1/2019 on September 5, at C3.DE hrs. at The Emerald Hotel at No. 99/1, Ratchadapisek Road, Din Daeng Sub-District, Din Daeng District, Bangkok, to consider the following agenda items: Agenda item 1 To consider and adopt the minutes of the 201 9 Annual General Meeting of Shareholders; Agenda item 2 To consider and approve the delisting of the Company’ s s hares from the SET pursuant to the proposal under the Restructuring Plan of Central Retail and the relevant authorization; Agenda item 3 To consider and approve the amendment of the Articles of Associations of the Company to be in line with the relevant regulations regarding Central Retail’s IPO pursuant to the Notification of the Capital Market Supervisory Board No.
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