ข่าวแจ้งตลาดหลักทรัพย์
19 กรกฎาคม 2553
Progress update on acquisition of shares of Malaya Glass
16 July 2010
Subject: Progress update on acquisition of shares of Malaya Glass Products
Sdn., Bhd.
Dear: Director and Manager
The Stock Exchange of Thailand
With reference to the announcement of Berli Jucker Public Company Limited
(Company) disclosed to the Stock Exchange of Thailand on 17 May 2010 with
respect to the execution of Share Purchase Agreement (SPA) to acquire shares
of Malaya Glass Products Sdn., Bhd. from Fraser & Neave Holdings Bhd (F&N),
the Company would like to update the progress that Parties to the SPA have
duly performed their obligations as specified in the SPA. As the size of the
transaction is equivalent to 15.98% which is considered as a significant
transaction 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. The Company is
therefore required to disclose the relevant information to the Stock Exchange
of Thailand and circulate the disclosure letter to shareholders with details
as follows:
1. The date of Transaction
16 July 2010
2. Related Parties
Buyer BJC-OI Glass PTE., LTD. (BJC-OI), registered in Singapore, a 50:50
Joint Venture Company between the Company and ACI International
PTY LTD (ACI), wholly-owned subsidiaries of Owen Illinois Inc.(O-I).
BJC-OI has registered capital totaling to USD 257.926 Million
divided into 154,450,000 ordinary shares, and 103,476,000
preference shares with USD 1 per share/preference share.
The Company will hold 77,225,000 ordinary shares and 30,188,000
preference shares in BJC O-I.
Seller Fraser & Neave Holding BHD (F&N)
3. General Characteristics of the transaction
1) BJC-OI acquires Malaya Glass Products Sdn., Bhd.'s shares from F&N, the
wholly owned shareholder of Malaya Glass Products Sdn., Bhd., with the
total purchase price of USD 221.7 Million or approximately Baht 7,198.6
Million with the following details:
- Ordinary shares in the amount of 55,000,000 shares or 100% of the
total Ordinary shares.
- Redeemable non-cumulative convertible preference share in the amount
of 172,225 shares or 100% of the total number of redeemable
non-cumulative convertible preference shares
- Upon acquisition of the aforementioned shares, the Company, through
50% shareholding structure of BJC O-I, will indirectly holds 27,500,000
ordinary shares which is equivalent to 50% of total ordinary shares and
indirectly holds 86,112 redeemable non-cumulative convertible
preference shares which is equivalent to 50% of total preference
shares.
2) After the shares acquisition in 1) above, the Company and ACI will partly
purchase shares in subsidiaries hold by Malaya Glass Products Sdn., Bhd.
as details specified in 4 below.
4. Description of the transaction
Upon the acquisition of Malaya Glass Products Sdn., Bhd.'s shares, BJC O-I
will obtain assets and investment portions in glass container manufacturing
business for beers, non-alcohol beverages, and food products in 4 countries
which are:
1) 70% of the total number of shares of Malaya Glass Products Sdn Bhd,
having factories located in Johor, Malaysia.
2) 70% of the total number of shares of Thai Malaya Glass Company Limited,
having factory located in Saraburi Province, Thailand.
3) 70% of the total number of shares of Malaya-Vietnam Glass Limited, having
factories located in Ho Chi Minh City, Vietnam.
4) 60% of the total number of shares of Sichuan Malaya Glass Co., Ltd.
havingfactories located in Sichuan, China.
After BJC O-I completely acquires Malaya Glass Products Sdn., Bhd.'s shares as
mentioned above, the Company will subsequently purchase 70% of the total number
of shares in Thai Malaya Glass Company Limited from Malaya Glass Products
Sdn., Bhd. While ACI will also purchase 60% of the total number of shares in
Sichuan Malaya Glass Company Limited from Malaya Glass Products Sdn., Bhd.
The portion of shares held by all related parties will be as follows:
Shareholding Portion
BJC O-I The Company ACI
Malaya Glass Products Sdn., Bhd. 100%
Thai Malaya Glass Company Limited 70%
Malaya-Vietnam Glass Limited 70%
Sichuan Malaya Glass Co., Ltd. 60%
Note: the remaining portion in each operations held by third party which is not
a connected persons of the Company
However, an investment of the Company in Thai Malaya Glass Company Limited by
purchasing its shares from Malaya Glass Products Sdn., Bhd., Joint Venture
Company, is considered as a connected transaction under the Notification of the
Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of
Listed Companies Concerning the Connected Transactions B.E. 2546 to which its
size comparing to the Company's Net Tangible Assets is exceeding 0.03% but not
greater than 3%. Consequently, this transaction shall be approved by the
Company's Board of Directors and disclose information to the Stock Exchange
of Thailand. As a result, the Company will propose this matter to the Board of
Directors' Meeting on 29 July 2010 for approval and then the Company will
report details of this transaction to the Stock Exchange of Thailand together
with the disclosure letter circulation to shareholders in all significant
respects.
5. Total Value of the Transaction
Net price of transaction after deduction of debt and minority interest, is
USD 221.7 Million. The Company's portion of net purchase price was USD 89.3
Million,inclusive of investment for purchasing of 70% of the total number of
shares in Thai Malaya Glass Company Limited from Malaya Glass Products Sdn.,
Bhd.
6. Basis used to determine the value of consideration
The Company has entered into bidding process to purchase Malaya Glass
Products Sdn., Bhd. from its wholly-owned shareholder, F&N. The purchasing
price is determined based on discount cash flow basis by considering the
existing value of total net cash flow expected to receive throughout the
investment project period under an assumption that the Company considers
that it is appropriated.
The basis using for calculation of the purchase price of 70% of the total
number of shares in Thai Malaya Glass Company Limited from Malaya Glass
Products Sdn.,Bhd., is also based on discount cash flow basis. However,
details of this transaction will be proposed to the Company's Board of
Directors Meeting on 29 July 2010 for approval. The Company will further
disclose the information regarding this matter to the Stock Exchange of
Thailand together with the disclosure letter circulation to shareholders
in all significant respects subsequently.
7. Basis used to calculate the size of the transaction
Value of assets acquired/disposed Base = % NetTangibleAssetsofMalayaGlassx 100
NetTangibleAssetsoftheCompany x 100
= 50% x 3,421,000,000 x 100
10,707,000,000 x100
= 15.98%
8. Benefits expected to be gained by the Company
The investment will enhance the expansion of market and production base of
glass container business in Malaysia and other regional markets.
9. Sources of funds
From the Company's working capital, financial institution and/or commercial
bank's loan and debenture issued for no more than 10 specific investors.
10. Statement relating to the responsibility of directors with respect to the
disclosed information
The Board of Directors Meeting No.3/2010 held on 12 April 2010 and No.4/2010
held on 13 May 2010 had resolved that this transaction would be beneficial
to the Company with appropriate method of investment ,the Board therefore
unanimously approved the Company to cooperate with O-I to enter into the
bidding of Malaya Glass Products Sdn., Bhd.
11. Pending material lawsuits of claims
- None -
12. Interests or connected transaction between the listed company and directors
,management and shareholders directly or indirectly holding shares
amounting to 10% or more.
- None -
13. Opinion of the Company' Audit Committee and/or directors which are
different from the opinions of the Board of Directors.
- None -
Yours faithfully,
Berli Jucker Public Company Limited
Thirasakdi Nathikanchanalab
Director



