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    GLOW   TH0834010009

GLOW ENERGY PUBLIC COMPANY LIMITED

(GLOW)
  Report
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Glow Energy Public : Submission of amendment to the Opinion of the Company on the Tender Offer (Form 250-2) and amendment to the Opinion of the Independent Financial Advisor on the Tender Offer of Glow Energy Public Company Limited (2nd Amendment)

10/25/2019 | 07:26am EDT

- Translation -

October 25, 2019

Subject:

Disclosure of additional information in the Report of Opinion of the Independent Financial Advisor

regarding the Delisting Tender Offer of GLOW Energy Public Company Limited by Global Power Synergy

Public Company Limited (Revision No. 2)

Attention: Secretary General of the Office of the Securities and Exchange Commission

President of the Stock Exchange of Thailand

Shareholders of GLOW Energy Public Company Limited

Enclosure: Amendment and disclosure of information in the Report of the Opinion of the Independent Financial Advisor regarding the Delisting Tender Offer of GLOW Energy Public Company Limited (Revision No. 2)

Reference is made to the Report of the Opinion of the Independent Financial Advisor regarding the Delisting Tender Offer of GLOW Energy Public Company Limited by Global Power Synergy Public Company Limited ("the Offeror"). Jay Capital Advisory Limited as the Independent Financial Advisor of the Company would like to disclose additional information in the Report according to the suggestions of the Office of Securities and Exchange Commission and additional information disclosed in Tender offer for the Securities of Glow Energy Public Company Limited (Form 247-4).

Please be informed accordingly.

Yours sincerely,

Jirayong Anuman-Rajadhon

Managing Partner / Operation Controller

170/30, 11th Floor, Ocean Tower 1, Sukhumvit 16, New Ratchadapisek Rd., Klongtoey, Bangkok 10110, Thailand

(Translation)

"This English translation is prepared solely for the convenience of foreign shareholders of Glow Energy Public Company Limited and should not be relied upon as the definitive and official amendment to the Opinion of the Company on the Tender Offer. The Thai language version of the amendment to the Opinion of the Company on the Tender Offer is the definitive and official document and shall prevail in all respects in the event of any inconsistency with the English translation."

Amendment to the Opinions of the Company on the Tender Offer of

Glow Energy Public Company Limited (No.2)

Additional information is underlined, and the deleted information is struck through as follows;

1. Section 4.1 Reasons to accept and/or reject the Tender Offer Original

4.1 Reasons to accept and/or reject the Tender Offer

The Company's Board of Directors (excluding directors with conflict of interests) considered the Tender Offer Document (Form 247-4) and the opinion of the IFA on the Tender Offer. The opinion of the Board of Directors was aligned with the opinion of the IFA that the Tender Offer and the Offer Price is appropriate and unanimously resolved that the opinion of the IFA was reasonable thus the shareholders should, at this point in time, consider to acceptthe Tender Offer. The opinions of the Board of Directors are as follows:

  1. The Offer Price of THB 90.8136 per share is appropriate as the Offer Price is in the fair value range of the Company of THB 84.64 - 94.99 calculated by the IFA using the Discounted Cash Flow approach. (Additional information on the appraisal value of the Company's ordinary share is in the opinions of the IFA report under Section 5.)
  2. The Tender Offer provides an alternative to the minority shareholders to reduce potential risks which could result from the Company beling delisted from the SET as follows:
    1. Lack of trading liquidity
      After the Company's shares are delisted from the SET, shareholders will not be able to trade the Company's shares on the SET. Consequently, there will be no reference market price as a benchmark for share trading and and a lack of trading liquidity for Glow's shares.
    2. Limited returns on investment
      The return on investment in the Company's shares to be obtained by shareholders may be limited to dividend payment as opportunity of to earn capital gains from sale of shares may decrease since the Company's shares will have no secondary market nor reference market price as a benchmark for securities trading.
      Currently, the Company's dividend payment policy specifies the dividend payout of not less than 50.00% of annual net profit after excluding foreign exchange gains/losses, deferred tax revenue or expenses, accounting adjusting entries in accordance with financial reporting standard in relation to Financial Lease (TFRIC4) and Revenue Levelization (TFRS15), and deducting all reserves specified by the
      Company. However, dividend payment is subject to the Company's investment plans and other

1

(Translation)

considerations as deemed necessary and appropriate. In addition, future dividend payout of the Company remains uncertain and depends on business operation of the Company and policies of GPSC as a current major shareholder of the Company.

  1. No tax exemption on income from sale of shares
    After the Company's shares are delisted from the SET, shareholders of the Company who are natural persons will no longer be exempted from capital gain tax.
  2. Reduction of access to the Company's information
    After the shares of the Company are delisted from the SET, the Company will no longer have to follow the Notification of the Stock Exchange of Thailand Re: Guidelines on Disclosure of Information of Listed Companies (including any amendment thereto). Moreover, after completion of the Tender Offer for the Delisting of Securities, if other shareholders, who are not the Tender Offeror, persons acting in concert with the Tender Offeror and persons under Section 258 of such persons, hold shares in an aggregate of not more than 5.00% of total issued and paid-up shares of the Company or the total number of shareholders and warrant holders is not over 100 persons, the Company will cease the obligation to prepare and submit its financial statements and other reports on its financial position and operating results to the Office of the Securities and Exchange Commission (the "SEC") pursuant to the Notification of Capital Market Supervisory Board No. TorJor. 44/2556 Re: Rules, Conditions and Procedures for Disclosure regarding Financial and Non-financial Information of Securities Issuers (including any amendment thereto). At the same time, the Company's directors, executives and auditors will not be required to prepare and submit a report on their holdings of the Company's securities in accordance with the Notification of the SEC No. SorJor. 38/2561 Re: Preparation of the Report on Changes to the Securities and Derivatives Holding of Director, Executive, Auditor, Plan Preparer and Plan Administrator (including any amendment thereto).
    However, as the Company is still a public company limited under Public Limited Company Act B.E. 2535 (1992)(including any amendment thereto), the Company is still required to disclose and submit information to be disclosed in the shareholders' meeting of the Company, annual report, and if the minority shareholders require to obtain the information contained in the Company's affidavit, list of shareholders, and annual financial statements, the minority shareholders are able to request a copy of the Company's information at the Ministry of Commerce and rely on information disclosed by GPSC which is a SET listed company.
  3. Loss of balance of power with major shareholders
    Currently, as of 30 August 2019, GPSC holds 1,393,334,816 ordinary shares in the Company, representing 95.25% of the total issued and paid-up shares of the Company. This allows GPSC to control the business direction and the resolutions of the shareholders meeting on common issues that require majority votes of the shareholders who attend the meeting and are eligible to vote, for example, approval of the annual financial statements, the appointment of directors and the appointment of auditors, etc. GPSC also has control on the resolutions of the shareholders' meeting for approval on significant issues such as the transfer of major or all assets of the Company, capital decrease, capital increase and business merger, etc., which require votes not less than ¾ of the total votes of shareholders who attend the meeting and eligible to vote. GPSC also has the objecting power on the resolutions of the shareholders meeting for approval of the Delisting the Securities, which requires

2

(Translation)

objecting votes to exceed 10.00% of total issued and paid-up shares of the Company. Therefore, considering GPSC's shareholding in the Company, the minority shareholders may not be able to vote in aggregate to balance and inspect the Company's management by the Tender Offeror.

The opinion of the Board of Directors is intended to constitute part of the relevant information that the shareholders should consider in this regard. Whether to accept or reject the Tender Offer, it is highly advisable in that all individual shareholders to study to the best extent possible all the relevant information including but not limited to the opinion of the IFA as well as other relevant information. The final decision whether to accept or reject the Tender Offer shall rest solely with the shareholders' discretion.

Revision No. 1

4.1 Reasons to accept and/or reject the Tender Offer

The Company's Board of Directors (excluding directors with conflict of interests) considered the Tender Offer Document (Form 247-4) and the opinion of the IFA on the Tender Offer. The opinion of the Board of Directors was aligned with the opinion of the IFA that the Tender Offer and the Offer Price is appropriate and unanimously resolved that the opinion of the IFA was reasonable thus the shareholders should, at this point in time, consider to acceptthe Tender Offer. The opinions of the Board of Directors are as follows:

  1. The Offer Price of THB 90.8136 per share is appropriate as the Offer Price is in the fair value range of the Company of THB 84.64 - 94.99 calculated by the IFA using the Discounted Cash Flow approach. (Additional information on the appraisal value of the Company's ordinary share is in the opinions of the IFA report under Section 5.)
  2. The Tender Offer provides an alternative to the minority shareholders to reduce potential risks which could result from the Company being delisted from the SET as follows:
    1. Lack of trading liquidity
      After the Company's shares are delisted from the SET, shareholders will not be able to trade the Company's shares on the SET. Consequently, there will be no reference market price as a benchmark for share trading and a lack of trading liquidity for Glow's shares.
    2. Limited returns on investment
      The return on investment in the Company's shares to be obtained by shareholders may be limited to dividend payment as opportunity of to earn capital gains from sale of shares may decrease since the
      Company's shares will have no secondary market nor reference market price as a benchmark for securities trading.
      Currently, the Company's dividend payment policy specifies the dividend payout of not less than
      50.00% of annual net profit after excluding foreign exchange gains/losses, deferred tax revenue or expenses, accounting adjusting entries in accordance with financial reporting standard in relation to Financial Lease (TFRIC4) and Revenue Levelization (TFRS15), and deducting all reserves specified by the
      Company. However, dividend payment is subject to the Company's investment plans and other considerations as deemed necessary and appropriate. In addition, future dividend payout of the Company remains uncertain and depends on business operation of the Company and policies of GPSC as a current major shareholder of the Company.

3

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Glow Energy pcl published this content on 25 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 October 2019 11:25:10 UTC


© Publicnow 2019
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Sales 2020 45 082 M 1 351 M 1 351 M
Net income 2020 6 360 M 191 M 191 M
Net Debt 2020 25 064 M 751 M 751 M
P/E ratio 2020 17,7x
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Pajongwit Pongsivapai Chief Executive Officer
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Patareeya Benjapolchai Independent Director
Jukr Boon-Long Independent Director