SET Announcements
17 May 2010
Report on execution of Share Purchase Agreement
17 May 2010
The President
The Stock Exchange of Thailand
Bangkok
Dear Sir,
Re: Report on execution of Share Purchase Agreement
With reference to the Board of Directors of Berli Jucker Public Company
Limited ("BJC") at Meeting No. 4/2010 held on 13 May 2010, BJC would like to
inform you as follows:
1. The Board of Directors of BJC at Meeting No. 4/2010 held on 13 May 2010
passed the resolutions that the execution of Share Purchase Agreement
("SPA") with Fraser & Neave Holdings Bhd. ("F&N") is approved.
The SPA will be executed after the date of the Board of Directors' Meeting
and will be completed within August 2010 by the joint venture of BJC and
ACI International Pty., Ltd. ("ACI"), wholly owned subsidiary of Owens
Illinois, Inc. ("O-I").
2. BJC and ACI will jointly enter into an agreement to purchase Malaya Glass
Products Sdn Bhd ("MGP"), which has plants in Saraburi Province,
Thailand; Sichuan Province, China; Johor Bahru, Malaysia; and Ho Chi Minh
City, Vietnam from F&N. The four MGP plants produce containers for the beer,
nonalcoholic beverage and food markets.
3. The purchase will be made from F&N, the sole shareholder of MGP, at the
price of USD 221.7 million after consideration of debt and minority
interests. BJC's portion of the net purchase price was USD 89.3 million
or Baht 2,946.9 million (at the exchange rate of Baht 33 per USD 1).
4. Following the acquisition, the operations in Malaysia and Vietnam will be
operated by a joint venture owned 50 percent by BJC and 50 percent by ACI.
BJC's subsidiary will assume majority ownership of the Thai operation
while the acquired interest in the Chinese plant will be managed by ACI.
5. The shareholding structures of BJC in MGP before and after this transaction
are as follows:
Company Before the transaction After the transaction
Amount of % holding Amount of %holding
shares shares
BJC or a joint venture 0 0 27,500,000 50
owned 50 percent by BJC ordinary shares
and 50 percent by ACI. ("MGP Shares")
and 86,112 redeemable
non-cumulative convertible
preference shares
("MGP RNCCPS")
Total 0 0 27,586,112 50
When considering by BJC's net tangible assets (NTA), of which the highest
percentage is 15.98%,such transaction falls under the criteria,
procedure and disclosure concerning the acquisition and disposition of the
listed company's assets and related transactions and BJC is required to
disclose information to the Stock Exchange of Thailand and disclose to
shareholders by circulate letters within 21 days. The following is the
detailed information of the transaction according to the Stock Exchange
of Thailand's announcement:
1. Transaction date: After the date of the Board of Directors' Meeting
and within August 2010
2. The parties involved:
Name Relationship with the Company
Buyer: Berli Jucker Public Company
Limited
Seller: Fraser & Neave Holdings Bhd. None
3. Transaction detail: BJC purchases equity interest in MGP comprising
27,500,000 ordinary shares of RM1.00 each
("MGP Shares") and 86,112 redeemable non-
cumulative convertible preference shares of
RM1.00 each ("MGP RNCCPS") (collectively the
"MGP Sale Shares"), representing the 50% of the
issued and paid-up share capital of MGP as at
[14] May 2010 at the price of USD 3.24 or
Baht 106.83 per MGP Shares and USD 3.24 or
Baht 106.83 per MGP RNCCPS, total net amount of
purchase is USD 89,300,000 or Baht 2,946,900,000
(at the exchange rate of Baht 33 per USD 1)
4. Detail of MGP.
Type of business: Manufacturing and sale of glass containers and
related products
Nature of Business: Glass bottle manufacturing
5. Source of funds: From the Company's working capital or financial
institution or commercial bank's loan.
6. Schedule of payment: On Completion
7. Payment method: Cash
8. Expected benefit: The investment will enhance the expansion of
market and production base of glass container
business into Malaysia and other regional markets
9. Transaction size: = % of Net Tangible Asset Value of MGP x100
Net Tangible Asset Value of BJC x100
= 50% x 3,421,000,000x100
10,707,000,000x100
= 15.98 %
The afore-mentioned transaction size is higher
than 15% which is categorized as a transaction
involving the acquisition & disposal of assets
subject to information disclosure under the
Notification of the Stock Exchange of Thailand
Re: Information Disclosure and Procedures for
Listed Companies' transaction involving the
Acquisition & Disposal of Assets B.E. 2547.
However, the realization and completion of the transaction involving the
acquisition & disposal of assets subject to information disclosure
thereunder will be subject to changed based on various conditions as
specified in the SPA. The Company will confirm the size of transaction and
circular the notice to notify the shareholders according to the Notification
of the Stock Exchange of Thailand Re: Information Disclosure and Procedures
for Listed Companies transaction involving the Acquisition & Disposal
of Assets B.E.2547 once the realization and completion of the transaction
are occurred.
Please be informed accordingly.
Yours faithfully,
Berli Jucker Public Company Limited
Thirasakdi Nathikanchanalab
Director



