Thanulux Public : Submission of the Amendment to Opinion of

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(Translation)

No. Tor.Hor. 028/2022

1 July 2022

Subject:

Submission of the Amendment to Opinion of the Company on the Tender Offer (Form 250-2) of

Thanulux Public Company Limited

To:

The President

The Stock Exchange of Thailand

Enclosure:

1)

A copy of the Amendment to Opinion of the Company on the Tender Offer (Form 250-2)

2)

A copy of the Amendment to Opinion of the Independent Financial Advisor on the Tender Offer

Thanulux Public Company Limited (the “Company”) submitted a copy of the Opinion of the Company on

the Tender Offer (Form 250-2) and a copy of the Opinion of the Independent Financial Advisor on the Tender Offer of Thanulux Public Company Limited on 20 June 2022. The Company hereby would like to amend Form 250-2 in corresponding to Disclosure of Additional Information on the Tender Offer (Form 247-4 as amended) and to further clarify some Topics. Therefore, the Company would like to submit the amendments and disclosures to the Office of

Securities and Exchange Commission, The Stock Exchange of Thailand, and the Company’s Shareholders for

consideration, details of which are shown in the Enclosure.

Please be informed accordingly.

Faithfully Yours,

…………- Dusadee Soontrontumrong -..………

(Miss. Dusanee Soontrontumrong)

Chairman of Executive Committee

– TRANSLATION –

The English Translation of the Amendment to Form 250-2 has been prepared solely for the convenience of foreign

shareholders of Thanulux PLC and should not be relied upon as the definitive and official document. The Thai language

version of the Amendment to Form 250-2 is the definitive and official document and shall prevail in all aspects in the event of

any inconsistency with this English Translation.

No. TorHor. 028/2565

July 1, 2022

RE:

Amendment to Opinion of the Company on the Tender Offer for Securities (Form 250-2)

of Thanulux Plc.

TO:

Secretary General, the Securities and Exchange Commission

Managing Director, the Stock Exchange of Thailand

Shareholders of Thanulux Plc.

REF:

Opinion of the Company on the Tender Offer for Securities (Form 250-2), dated June 10, 2022

Thanulux Plc. (the “Company”) submitted the Opinion of the Company on the Tender Offer for Securities (“Form 2 5 0 – 2 “) to the Office of the Securities and Exchange Commission (the “SEC”), the Stock Exchange of Thailand (the “SET”) and the shareholders of the Company on June 20, 2 0 2 2 . The Company hereby would like to amend Form 2 5 0 – 2 in corresponding to the Amendment of the Tender Offer for the Securities of Thanulux Public Company Limited, dated June 13, 2022 and the Amendment of the Tender Offer for the Securities of Thanulux Public Company Limited, dated June 17, 2022 and in order to further clarify some topics. The additional information is summarized as follows:

1. Amend Paragraph 1 on Page 2

Existing information

The tender offer period is a total of 25 business days from May 30, 2022 to July 4, 2022 during 9. 00 a.m. – 4. 00 p.m. of every business day of the Tender Offer Agent. Such tender offer period is the final period which will not be extended unless any of the following conditions arises:

  • The Offeror may reduce the tender offer price or extend the tender offer period if an event occurs and causes severe damage to the status or assets of the Company during the tender offer period.

  • The Offeror may change the terms of this tender offer or extend the tender offer period to compete with another offeror who has also submitted a tender offer to purchase securities of the Company during the tender offer period.

If there is an announcement of additional public holiday/s during the tender offer period, the Offeror will extend the tender offer period until it is completed of 25 business days.

Amended to

The tender offer period is a total of 25 business days from May 30, 2022 to July 4, 2022 during 9. 00 a.m. – 4. 00 p.m. of every business day of the Tender Offer Agent. Such tender offer period is the final period which will not be extended unless any of the following conditions arises:

  • The Offeror may reduce the tender offer price or extend the tender offer period if an event occurs and causes severe damage to the status or assets of the Company during the tender offer period.
  • The Offeror may change the terms of this tender offer or extend the tender offer period to compete with another offeror who has also submitted a tender offer to purchase securities of the Company during the tender offer period.

If there is an announcement of additional public holiday/s during the tender offer period, the Offeror will extend the tender offer period until it is completed of 25 business days.

The Offeree is able to revoke its acceptance of the Tender Offer at the office of the Tender Offer Agent from May 30, 2022 to June, 27 2022 on every business day of the Tender Offer Agent during the hours of 9.00 a.m. to 4.00 p.m., totaling 20 business days. If the Offeree wishes to revoke its acceptance of the Tender offer, it must follow the Tender Offer Revocation Procedures as specified in the Tender Offer.

2. Amend Clause 1.1 om Page 3

Existing information

Thanulux Plc. (“the Company” or “TNL”) was founded on June 23, 1975 by Khun Boonsithi Chokwatana with an initial registered capital of Baht 3 million to operate the business of manufacturing finished garments and also act as an authorized manufacturer of ARROW shirt products from the USA. The Company later diversified into the manufacturing of leather goods, clothing products and upstream materials and became an authorized producer for many other prominent brands such as DAKS, Olymp, Guy Laroche, Absorba, etc.

Amended to

Thanulux Plc. (“the Company” or “TNL”) was founded on June 23, 1975 by Khun Boonsithi Chokwatana with an initial registered capital of Baht 3 million to operate the business of manufacturing finished garments and also act as an authorized manufacturer of ARROW shirt products from the USA. The Company later diversified into the manufacturing of leather goods, clothing products and upstream materials such as yarn and fabricand became an authorized producer for many other prominent brands such as DAKS, Olymp, Guy Laroche, Absorba, etc.

3. Amend Clause 1.2 (c) on Page 4 Existing information

  1. Other products: These include food, household equipment and beauty products under the brand Era-won and healthcare and medical textile.

Amended to

  1. Other products: These include food, household equipment and beauty products under the brand Era-won and healthcare and medical textile, such as face masks, syringe and PPE suits.

4. Add remarks under the Table in Clause 1.1 on Page 4 Existing information

Registered and

Shareholding

Subsidiary

paid-up capital

by TNL

Type of business

Location

(Baht million)

(%)

1

S. Apparel Co., Ltd.

8.10

99.99

Contracted manufacturing

4/2 Moo 8, Bang Na – Trat

and distribution of apparels

Road, Km. 18, Bang Chalong

Sub-district,

Bang

Phli

District,

Samut

Prakan

Province

2

Celebrate Wealth

85.00

87.76

Distribution of clothing

129/1 Chong

Nonsi

Road,

Co., Ltd.

products

Chong Nonsi Sub-district,

Yan Nawa District, Bangkok

Amended to

Registered and

Shareholding

Subsidiary

paid-up capital

by TNL

Type of business

Location

(Baht million)

(%)

1

S. Apparel Co., Ltd.

8.10

99.99

Contracted manufacturing

4/2 Moo 8, Bang Na – Trat

and distribution of apparels

Road, Km. 18, Bang Chalong

Sub-district,

Bang

Phli

District,

Samut

Prakan

Province

2

Celebrate Wealth

85.00

87.76

Distribution of clothing

129/1 Chong

Nonsi

Road,

Co., Ltd.

products

Chong Nonsi Sub-district,

Yan Nawa District, Bangkok

Remark

* Other shareholders of Celebrate Wealth Co., Ltd. are (1) Ramasorn Thaveekarn Co., Ltd. holding 75,500 shares,

representing 8.88 percent of total paid-up shares and voting rights (2) Total Way Imange Co., Ltd. holding 28,500

shares, representing 3.35 percent of total paid-up shares and voting right.

Shareholders of Ramasorn Thaveekarn Co., Ltd. as at April 29, 2022 are summarized as follows:

Percent of total paid-up

No.

Shareholders

No; of Shares

shares and voting

rights

1

BSC So In Co., Ltd.

23,999,700

99.9988

2

Mr. Boonsithi Chokwatana

100

0.0004

3

Mr. Thamarat Chokwatana

100

0.0004

4

Miss Dusadee Soontrontumrong

100

0.0004

Total

24,000,000.00

100.0000

Shareholders of BSC So In Co., Ltd. are as appearing in the Tender Offer (as amended)

Top 10 shareholders of Total Way Imange Co., Ltd. as at April 12, 2022 are summarized as follows:

Percent of total paid-up

No.

Shareholders

No; of Shares

shares and voting

rights

1

Ramasorn Thaveekarn Co., Ltd.

39,300

19.65

2

Saha Pathana Inter-Holding Plc.

38,998

19.50

3

Thanulux Plc.

38,000

19.00

4

I.C.C. International Plc.

20,000

10.00

5

International Leather Fashion Co., Ltd.

18,600

9.30

6

Mr. Manu Leelanuwatana

10,001

5.00

7

Mr. Vichai Sathitivanich

6,000

3.00

8

Mr. Boonsithi Chokwatana

4,001

2.00

9

Mr. Somkid Chakrawarnnorasing

4,000

2.00

10

Ms. Dusadee Soontrontumrong

3,000

1.50

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Thanulux pcl published this content on 01 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 July 2022 11:02:11 UTC.

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All news about THANULUX PUBLIC COMPANY LIMITED

Sales 2021 1 346 M
37,8 M
37,8 M
Net income 2021 62,6 M
1,76 M
1,76 M
Net cash 2021 582 M
16,3 M
16,3 M
P/E ratio 2021 34,6x
Yield 2021 2,78%
Capitalization 2 544 M
71,4 M
71,4 M
EV / Sales 2020 1,28x
EV / Sales 2021 1,17x
Nbr of Employees 3 295
Free-Float 11,0%

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