-Translation-
Tender Offer to Purchase Securities Of
American Standard Sanitaryware (Thailand) Public Company Limited By
Tender Offeror American Standard Inc.
Financial Advisor and Tender Offer Agent
TISCO Securities Company Limited
"This English language translation of the Tender Offer document has been prepared solely for the convenience of the foreign shareholders of American Standard Sanitaryware (Thailand) Public Company Limited and should not be relied upon as the definitive and official Tender Offer document of the Offeror. The Thai language version of the Tender Offer document is the definitive and official document of the Offeror and shall prevail in all respects in the event of any inconsistency with this English language translation.”
Form 247-4 -Translation-
Tender Offer to Purchase Securities of American Standard Sanitaryware (Thailand) Public Company Limited
Table of Content Page Part 1
Significant Elements of the Tender Offer
1
Part 2
Details of the Offeror
4
1. Details of the Offeror
4
2. Details of the Financial Advisor
8
3. Details of other advisors
8
4. Relationship between the Offeror and the Company and major shareholders or directors of the Company
8
5. Other relevant information for the securities holders’ decision making
9
Part 3
Part 4
Part 5 Appendices
Details of the Company
11
1. Company profile
11
2. Business plan after the business takeover
13
Additional Details of the Tender Offer
14
1. Tender Offer acceptance procedure
14
2. Securities purchase procedure
15
3. Settlement and payment procedure
15
4. Rights of securities holders who have expressed intention to tender securities
16
5. Conditions for cancellation of the tender of securities
16
6. Determination of the tender offer price
18
Certification of Information
24 26
Form 247-4
To:
All Securities Holders of American Standard Sanitaryware (Thailand) Public Company Limited
We, American Standard Inc. (“ASI” or the “Offeror”), hereby offer to purchase all securities of American Standard Sanitaryware (Thailand) Public Company Limited (“ASTL” or the “Company”) in accordance with the terms and conditions set out below (the “Tender Offer”):
Part 1 Significant Elements of the Tender Offer 1.
Date of submission of the Tender Offer 1 November 2004
2.
Name of the Offeror American Standard Inc.
3.
Name of the Financial Advisor for the Tender Offer
TISCO Securities Company Limited (“TISCO”, the “Financial Advisor”, the “Tender Offer Agent” or the “Tender Offer Preparer”) 4.
Objectives of the Tender Offer (1) To satisfy the condition imposed by the Stock Exchange of Thailand (the “SET”) in delisting the securities of the Company from the SET, following the resolution of the Extraordinary Shareholders’ Meeting No. 1/2004 on 14 September 2004 and the letter from the SET regarding its delisting approval on condition that the Company will arrange for the Offeror to make a tender offer to general shareholders, in compliance with the regulatory conditions specified by the Office of the Securities Exchange Commission (the “SEC”), for a maximum period of 45 business days before the SET considers the final trading date; and (2) To comply with the regulatory conditions set forth in the Notification of the Securities and Exchange Commission No. GorJor. 53/2545 Re: Rules, Conditions, and Procedures for the Acquisition of Securities for Business Takeovers, dated 18 November 2002.
5.
Type and class of securities offered to purchase
1,202,020 ordinary shares, representing 16.03 per cent of the total issued ordinary shares and 16.03 per cent of total voting rights of the Company 6.
Tender offer price
The tender offer price is Baht 270.00 (two hundred and seventy) per share. Shareholders accepting the Tender Offer (the “Offerees”) will have an obligation to pay a commission of 0.25 per cent of the tender offer price plus value added tax (VAT) of 7.00 per cent on such commission to the Tender Offer Agent. Thus, the net tender offer price to the Offerees is Baht 269.27775 per share. Such tender offer price is: (9)
the final price which will not be changed (unless falling within the conditions notified in item 8 below).
(
not the final price. The Offeror may change the tender offer price.
)
-1-
Form 247-4
7.
Tender offer period
The tender offer period will be a total of 45 business days from 4 November 2004 to 11 January 2005, both days inclusive, and during the hours of 9.00 a.m. to 4.30 p.m. on those days. Such tender offer period is:
8.
(9)
the final period which will not be extended (unless falling within the conditions notified in item 8 below).
(
not the final period. The Offeror may extend the period.
)
Conditions of change in the Tender Offer (
)
(9)
9.
No condition Conditions of change in the Tender Offer (9)
The Offeror may reduce the tender offer price and/or extend the tender offer period if any event or action having a material adverse effect on the Company’s status or assets occurs during the tender offer period.
(9)
The Offeror may change the tender offer price and/or extend the tender offer period to compete with another party or person if that party or person submits a tender offer for securities of the Company during the tender offer period.
Conditions of the cancellation of the Tender Offer The Offeror may cancel the Tender Offer pursuant to any of the following events: (1) An occurrence of any event or action after the Tender Offer has been submitted to the SEC but within the tender offer period which causes or may cause serious damage to the status or assets of the Company, and such events or actions do not result from the acts of the Offeror, or any act for which the Offeror is responsible; or (2) An occurrence of any other event which results in the cessation of the delisting of the shares from the SET.
10.
Period that the Offerees may cancel the tender of securities
The Offerees can cancel the tender of shares at the Tender Offer Agent’s office between 9:00 a.m. to 4:30 p.m. of every business day within the first 20 business days of the tender offer period (from 4 November to 1 December 2004, both days inclusive). 11.
Allocation of the purchase in case where the amount tendered is greater or fewer than the amount offered to purchase The Offeror offers to purchase all shares of the Company.
12.
Source of funds to finance the Tender Offer
If all shareholders (other than the Offeror and its related companies) accept the Tender Offer, the Offeror will require a total funding amount of Baht 324,545,400 in acquiring all tendered shares, being 1,202,020 shares. Sources of funds will be the Offeror’ internal cash and/or an inter-company loan from American Standard Companies Inc. (“ASC”) which is the Offeror’s sole shareholder. Enclosed herewith as Appendix 1 is a letter from ASC confirming its commitment to provide funds to the Offeror in respect of the Tender Offer. TISCO, in the capacity of Tender Offer Preparer, has reviewed the Offeror’s source of funds and considers that the Offeror has sufficient funds to conduct and complete the Tender Offer.
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Form 247-4
13.
Name of the Tender Offer Agent: Name:
TISCO Securities Company Limited
Address:
4th Floor, TISCO Tower 48/8 North Sathorn Road, Bangkok 10500, Thailand
Telephone:
66-2633-6999
Fax:
66-2633-6500
Payment date:
On the third business day after the end of the tender offer period or 14 January 2005
-3-
Form 247-4
Part 2 Details of the Offeror 1.
Details of the Offeror 1.1 General information Name:
American Standard Inc.
Address:
One Centennial Avenue Piscataway, NJ 08855 USA
Telephone:
1-732-980-6000
Fax:
1-732-980-6300
1.2 Business and other information (1) Business operation American Standard Inc. is a Delaware corporation formed in 1929 as a global, diversified manufacturer of high-quality, brand-name products in three major product groups, namely air conditioning systems and services, bathroom and kitchen fixtures and fittings, and vehicle control systems. During the process of organization restructuring in 1988, American Standard Companies Inc. was incorporated to acquire all outstanding common shares of ASI. In addition, in 1999, ASI’s ownership of essentially all non-U.S. subsidiaries and intellectual property rights were transferred to another wholly-owned subsidiary of ASC, American Standard International Inc. (“ASII”). American Standard group of companies is one of the largest providers of products in each of its aforesaid three major business segments. American Standard’s brand names include TRANE® and AMERICAN STANDARD® for air conditioning systems and services, AMERICAN STANDARD®, IDEAL STANDARD®, STANDARD®, PORCHER®, JADO®, ARMITAGE SHANKS®, DOLOMITE®, MELOH®, VENLO®, VENESTA®, SOTTINI® and BORMA® for bath and kitchen products, and WABCO® for vehicle control systems. On a consolidated basis, American Standard group of companies reported a total sales revenue of US$8.6 billion in 2003 of which 58 per cent is attributed to air conditioning systems and services; 26 per cent from bathroom and kitchen products and 16 per cent from vehicle control systems. Net operating cash flows and net income for the year were US$651 million and US$405 million, respectively. (2) Registered and paid-up capital of the Offeror American Standard Inc. (as of 25 October 2004) Authorized Capital:
US$25,010, made up of 2,501,000 ordinary shares at US$0.01 par value
Paid-up Capital:
US$10, made up of 999 29/30 ordinary shares at US$0.01 par value
American Standard Companies Inc. (as of 30 September 2004) Authorized Capital:
US$5,620,000, made up of 560,000,000 ordinary shares at US$0.01 par value and 2,000,000 preference shares at US$0.01 par value
Paid-up Capital:
US$2,517,684.58, made up of 251,768,458 ordinary shares at US$0.01 par value
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Form 247-4
(3) List of the top ten major shareholders of the Offeror as of 25 October 2004 American Standard Inc. Name American Standard Companies Inc.
No. of shares
% of total paid-up shares
% of total voting rights
999 29/30
100.00%
100.00%
No. of shares
% of total paid-up shares
% of total voting rights
American Standard Companies Inc. Name Capital Guardian Trust Company
18,133,636
7.20%
7.20%
American Standard (Savings Plan)
17,142,104
6.81%
6.81%
American Standard (ESOP)
12,164,259
4.83%
4.83%
Berkhshire Hathaway, Inc.
10,497,900
4.17%
4.17%
AIM Management Group, Inc.
9,331,277
3.71%
3.71%
Alliance Capital Management L.P.
8,008,169
3.18%
3.18%
State Street Global Advisors (US)
6,202,975
2.46%
2.46%
Barclays Global Investors, N.A.
5,821,552
2.31%
2.31%
Fidelity Management and Research
5,547,337
2.20%
2.20%
Vanguard Group, Inc.
5,323,511
2.11%
2.11%
(4) List of the Board of Directors members of the Offeror, according to the latest registration as of 25 October 2004 American Standard Inc. Name
Position
J. Paul McGrath
Director
Mary Elizabeth Gustafsson
Director
American Standard Companies Inc. Name
Position
Frederic M. Poses
Chairman of the Board
Steven E. Anderson
Director
Jared L. Cohon
Director
Paul Curlander
Director
Steven F. Goldstone
Director
Edward E. Hagenlocker
Director
James F. Hardymon
Director
Ruth Ann Marshall
Director
-5-
Form 247-4
(5) Summary of financial information and operating results of the Offeror American Standard Inc. (Unit: US$ million) 2001 Company
2002
Consolidated
Company
2003
Consolidated
Company
Consolidated
Total assets
2,003.3
-
2,295.6
-
2,320.3
-
Total liabilities
3,632.1
-
3,682.3
-
3,413.4
-
Shareholder’s equity
(1,628.8)
-
(1,386.7)
-
(1,093.1)
-
Authorized capital (US$)
25,010.0
-
25,010.0
-
25,010.0
-
10.0
-
10.0
-
10.0
-
Total revenues
4,319.3
-
4,457.1
-
4,583.7
-
Total expenses
4,094.5
-
4,220.5
-
4,411.0
-
Net profits
135.8
-
164.5
-
174.8
-
Earning per share (’000 US$)
135.8
-
164.5
-
174.8
-
Dividend per share (’000US$)
0.0
-
0.0
-
0.0
-
Paid-up capital (US$)
Book value per share (’000 US$) Note:
(1,628.8)
-
(1,386.7)
-
(1,093.1)
-
The separated financial statements of the Offeror is not publicly available; however, detailed items of the statements could be found in Note 15 of ASC’s financial statements attached herewith as Appendix 2.
American Standard Companies Inc. Summary of financial information and operating results of ASC, as the parent company of the Offeror who has substantial influence in policy set up, management and business operation of the Offeror. (Unit: US$ million) 2001 Company
2002
Consolidated
Company
2003
Consolidated
Company
Consolidated
Total assets
455.2
4,831.4
860.2
5,143.8
1,441.2
5,878.7
Total liabilities
545.3
4,921.5
630.4
4,914.0
727.4
5,164.9
Shareholder’s equity
(90.1)
(90.1)
229.8
229.8
713.8
713.8
Authorized capital
2.0
2.0
2.0
2.0
2.0
2.0
Paid-up capital
0.7
0.7
0.7
0.7
0.7
0.7
Total revenues
295.0
7,465.3
371.0
7,795.4
405.2
8,567.6
Total expenses
-
6,989.0
-
7,239.2
-
8,018.4
Net profits
295.0
295.0
371.0
371.0
405.2
405.2
Basic EPS (US$)
4.13
4.13
5.13
5.13
5.60
5.60
Fully diluted EPS (US$)
4.04
4.04
5.04
5.04
5.50
5.50
Dividend per share (US$)
0.00
0.00
0.00
0.00
0.00
0.00
(1.23)
(1.23)
3.12
3.12
9.68
9.68
Book value per share (US$) Note:
The latest audited financial statements of ASC are attached in Appendix 2.
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Form 247-4
(6) Contingent liabilities in material aspect Products Warranty Products sold by American Standard group of companies are generally covered by a basic limited warranty (ranging from one to ten years and lifetime warranty for some products) with terms and conditions that vary depending upon the product and country in which it was sold. The group estimates the costs that maybe incurred under its warranty obligations and records a liability of such costs at the time product revenue is recognized. Factors that affect the group’s warranty liability include the number of units sold, historical and anticipated rates of warranty claims, and cost per claim. Costs to satisfy warranty claims are charged as incurred to the accrued warranty liability. The group also sells a variety of extended warranty contracts for up to ten years on certain air conditioning products. Revenues from the sales of extended warranties are deferred and amortized on a straight-line basis over the terms of the contracts or based upon historical experience. Actual cost to satisfy claims on extended warranty contracts are charged to cost of sales as incurred. As of 30 June 2004, the group’s warranty liability (i.e. balance of basic warranty costs accrued and deferred income on extended warranty) was US$390.6 million or approximately Baht 15,624 million (assuming foreign exchange rate of Baht40.00/US$). Lawsuits To be discussed in section 1.2 (8). (7) Information regarding criminal offense record None (8) Pending legal disputes American Standard group of companies has been named as a defendant in numerous lawsuits alleging various asbestos-related personal injury claims arising primarily from sales of low-risk-profile products such as boilers and railroad brake shoes. The group believes that it has sufficient insurance and has never had an unfavorable court judgement. In the asbestos-related lawsuits, the group is usually named as one in a large group of defendants, often in excess of one hundred companies, where many of these lawsuits involve multiple claimants and do not allege a connection between the group’s product. As such, numerous lawsuits have been placed and remained inactive. Through 30 June 2004, there have been 145,181 claims filed against the group. As of 30 June 2004, there were 120,896 pending claims. The group has recorded an obligation of US$70 million or approximately Baht 2.8 billion (assuming foreign exchange rate of Baht40.00/US$) as of 30 June 2004 that represents the group’s estimated payments to claimants associated with pending asbestos claims. It also has recorded a related asset of US$47 million or approximately Baht 1,880 million that represents the probable recoveries from insurance companies for such payments to claimants. Additional developments may occur that could affect the group’s liabilities and recoveries, such as the nature of future claims, the average payment to claimants and the amount of insurance recovery. No liability has been recorded for unknown asbestos claims. However, the group has substantial insurance coverage for future claims. The group believes that it is not reasonably possible that a net loss material to the liquidity and financial condition of the group has been incurred.
-7-
Form 247-4
2.
3.
4.
Details of the Financial Advisor Name:
TISCO Securities Company Limited
Address:
4th Floor, TISCO Tower 48/8 North Sathorn Road, Bangkok 10500, Thailand
Telephone:
66-2633-6999
Fax:
66-2633-6500
Details of other advisors Name:
Linklaters (Thailand) Ltd.
Status:
Legal Advisor
Address:
20th Floor, Capital Tower, All Seasons Place 87/1 Wireless Road, Pathumwan, Bangkok 10330, Thailand
Telephone:
66-2305-8000, 66-2654-3130
Fax:
66-2305-8010, 66-2654-3131
Relationship between the Offeror and the Company and major shareholders or directors of the Company 4.1 Summary of a contract/agreement/memorandum of understanding made by the Offeror prior to the submission of the Tender Offer for the purpose of buying and selling the Company’s securities, irrespective of whether such contract/agreement/ memorandum of understanding was entered into for the purpose of buying and selling the securities under the Tender Offer None 4.2 Shareholding, either direct or indirect, by the Offeror or authorized persons of the Offeror in the Company or major shareholders of the Company (1) Shareholding in the Company American Standard Companies Inc. (“ASC”)
100.00%
100.00%
American Standard Inc. (“ASI” or the “Offeror”)
American Standard International Inc. (“ASII”)
100.00% A-S Thai Holdings Ltd. (“A-S Thai”)
57.09%
26.88% American Standard (Thailand) Public Company Limited (“ASTL” or the “Company”)
The Offeror holds 4,281,880 ordinary shares of the Company, representing 57.09 per cent of its total issued shares while A-S Thai Holdings Ltd. (“A-S Thai”), an indirect wholly owned subsidiary of ASC, holds 2,016,100 ordinary shares of the Company, representing 26.88 per cent of the total issued shares. No authorized person of the Offeror holds shares of the Company. (2) Shareholding in major shareholders of the Company None
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Form 247-4
4.3 Shareholding, either direct or indirect, by the Company or major shareholders or directors of the Company in the Offeror; None 4.4 Other forms of relationships (1) Relationship between the Offeror and major shareholders of the Company As shown in the above diagram, both the Offeror and A-S Thai, are major shareholders of the Company and are affiliated. Both are direct and indirect wholly owned subsidiaries of ASC. (2) Relationship between the Offeror and directors of the Company Mr. Mark Winston McRae and Miss Dominique Berthe Denise Facon, directors of the Company, are the Vice President – Human Resources, Bathroom and Kitchen Asia Pacific and the Vice President – Product Marketing, Bathroom and Kitchen Asia Pacific of ASC, respectively. (3) Relationship between the Offeror and the Company The Company has had significant business transactions with the Offeror and its related companies, principally in respect of sales and purchases of goods, technical and trademark fees and payment of commissions as disclosed in the financial statements and Form 56-1 of the Company. For the year 2003, the Company reported revenue from sales of goods to the Offeror and its related companies of Baht 540 million and total expenses on purchases of goods, technical and trademark fees and commissions of Baht 114 million. In addition, the Company has entered into long-term Technical Services Agreement, Trademark Agreement and sales assistance agreement with the Offeror, under which the Company commits to pay the Offeror fees at percentages of net sales, excluding sales to the Offeror and its related companies. The Company has also entered into a Management Assistance Agreement with Ideal Standard (Thailand) Limited (“ISTL”), an associated company of the Company and a related company of the Offeror, where the Company provides management and administrative services, and receives a management fee on a monthly basis. 5.
Other relevant information for the securities holders’ decision making 5.1 The securities held by the Offeror (1) Shares (as of the date of submission of the Tender Offer) Type of shares
No. of shares
Ordinary
4,281,880
57.09%
57.09%
Ordinary
2,016,100
26.88%
26.88%
-
-
-
-
III Related persons prescribed under Section 258 of the persons specified in I and II
-
-
-
-
IV Others agreements for acquisition of additional shares of persons specified in I – III
-
-
-
-
Total
6,297,980
Name I
The Offeror
II
Persons in the same group as the Offeror 1. A-S Thai Holdings Ltd.* 2. -
Note:
% of total paid-up shares
% of total voting rights
83.97%
A-S Thai is an indirect wholly owned subsidiary of ASC, the sole shareholder of the Offeror.
-9-
83.97%
Form 247-4
(2) Convertible securities (as of the date of submission of the Tender Offer) None 5.2 Sources of funds for the Tender Offer of the Offeror If all shareholders (other than the Offeror and its related companies) accept the Tender Offer, the Offeror will require a total funding amount of Baht 324,545,400 in acquiring all tendered shares, being 1,202,020 shares. Sources of fund will be the Offeror’ internal cash and/or an inter-company loan from ASC who is the Offeror’s sole shareholder. Enclosed herewith as Appendix 1 is an irrevocable letter from ASC confirming its commitment to provide fund to the Offeror in respect of the Tender Offer. TISCO, in the capacity of Tender Offer Preparer, has reviewed the Offeror’s source of funds and considers that the Offeror has sufficient fund to conduct and complete the Tender Offer. 5.3 Share sale plan The Offeror has no current intention of selling or disposing a significant amount of the Company’s shares within 12 months from the end of the tender offer period, except for the purpose of complying with any legal and regulatory requirements then in force or as a result of a corporate reorganization or restructuring of American Standard group in the future in which case any transferee of the Company’s shares shall be a related person prescribed under Section 258 or other affiliated corporate entity of the Offeror. 5.4 Other material information None
- 10 -
Form 247-4
Part 3 Details of the Company 1.
Company profile 1.1 Nature of business American Standard Sanitaryware (Thailand) Public Company Limited was established in July 1969 as a joint venture between American Standard Inc. of the United States and a group of Thai businessmen. The main objective of the founders was to establish a manufacturing plant for the production of premium quality sanitaryware products to support the domestic market demand in order to reduce the need for imported products. The Company manufactures and sells integrated suites of sanitaryware products, including sinks, toilets, faucets, bathtubs, shower enclosure, bathroom furniture and accessories, under the brand name “American Standard”. The Company currently has more than 100 models of sanitaryware products on the market. The Company has refined the standards for production engineering, installation and customer service for the sanitaryware industry in Thailand and has set the standard for both product design and interior design for bathrooms. At present, the Company operates two manufacturing plants located at Pathum Thani and Rayong provinces with total production capacity of approximately 3 million units per year. In addition, the Company holds a 20 per cent equity interest in Ideal Standard (Thailand) Limited, the manufacturer and distributor of faucets and brass fittings, of which 15 per cent stake is held by a Thai company, Navatanee Limited, and the remaining 65 per cent is held by other companies in the American Standard group. 1.2 Summary of financial information and operating results of the Company (Unit: Baht million) 2001
Total assets
2002
2003
1,573.40
1,656.62
1,740.25
377.61
320.97
318.19
1,195.79
1,335.65
1,422.06
75.00
75.00
75.00
Total revenues
1,525.69
1,539.84
1,702.61
Total expenses
1,355.49
1389.78
1,487.63
140.14
139.86
184.44
Earning per share (Baht)
18.68
18.65
24.59
Dividend per share (Baht)
0.00
13.07
17.22
159.44
178.09
189.61
Total liabilities Shareholder’s equity Registered and paid-up capital
Net profits
Book value per share (Baht) Note:
ASTL’s shareholders may find additional information of the Company in Form 56-1 and audited financial statements which could be viewed and downloaded from the SEC’s website (www.sec.or.th) or the SET’s website (www.set.or.th).
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Form 247-4
1.3 Shareholding structure (1) List of top ten major shareholders (as of 24 August 2004) Name
No. of shares
% of total paid-up shares
% of total voting rights
1.
American Standard Inc.
4,281,880
57.09%
57.09%
2.
A-S Thai Holdings Ltd.
2,016,100
26.88%
26.88%
3.
Mr. Niti Osathanukro
85,100
1.13%
1.13%
4.
Morgan Stanley & Co. International Limited
75,900
1.01%
1.01%
5.
Thai Setakij Insurance Public Company Limited
71,700
0.96%
0.96%
6.
Mr. Sukhum Navapan
47,285
0.63%
0.63%
7.
Mr. Korn Saenguthai
40,000
0.53%
0.53%
8.
Charan Insurance Public Company Limited
35,000
0.47%
0.47%
9.
Pongsak Thammatataree (M.D.)
31,200
0.42%
0.42%
22,000
0.29%
0.29%
10. SCB Rompho Open End Fund
(2) Expected shareholding structure following the completion of the Tender Offer Assuming that all remaining shares are tendered in the tender offer, the shareholding structure of the Company following the completion of the Tender Offer will be as follows: Name
No. of shares
% of total paid-up shares
% of total voting rights
American Standard Inc.
5,483,900
73.12%
73.12%
A-S Thai Holdings Ltd.
2,016,100
26.88%
26.88%
1.4 Board of Directors structure (1) List of Board of Directors members according to the latest registration as of 19 July 2004 Name Mr. Chalermbhand Srivikorn
Position Chairman of the Board and Audit Committee Member
Mr. Norman Douglas MacKinnon Livingstone
Managing Director
Mr. Kitti Sonamai
Director
Dr. Sukhum Navapan
Director
Mr. Anusorn Srisuk
Director
Mr. Mark Winston McRae
Director
Miss Dominique Berthe Denise Facon
Director
Dr. Chatchawin Charoen-Rajapark
Director and Chairman of the Audit Committee
Prof. Dr. Boonserm Weesakul
Director and Audit Committee Member
(2) Expected list of Board of Directors members following the completion of the Tender Offer At present, the Offeror has no plan to change the directors of the Company, except upon the expiry of their term, the voluntary resignation from their directorship, or for other reason which is not due to the action of the Offeror. Such changes must be approved by the Board of Directors or shareholders and must follow the rules and regulations of Public Limited Company Act B.E. 2535. - 12 -
Form 247-4
1.5 The highest and lowest trading price of the Company’s shares in each quarter over the past 3 years Year
Quarter
Highest price (Baht/share)
Lowest price (Baht/share)
2004
Jul. – Sept.
268
230
Apr. – Jun.
270
214
Jan. – Mar.
280
240
Oct. – Dec.
294
242
Jul. – Sept.
274
177
Apr. – Jun.
191
131
Jan. – Mar.
146
109
Oct. – Dec.
128
99
Jul. – Sept.
136
99
Apr. – Jun.
172
121
Jan. – Mar.
187
105
Oct. – Dec.
107
100
Jul. – Sept.
157
86
Apr. – Jun.
132
112
Jan. – Mar.
n.a.
n.a.
2003
2002
2001
2.
Business plan after the business takeover 2.1 Status of the Company Upon the completion of the Tender Offer and delisting becomes effective, the Company will no longer remain a listed company on the SET. However, the Company will remain a public limited company. 2.2 Business policies and plans for business operations At present, the Offeror does not have plan or policy to change the Company’s objectives or the nature of its business after the Tender Offer. However, the nature of competitive business and dynamic business environment would require the Offeror to periodically consider its scope of business, assets, capital requirements and strategies to assure the group’s competitiveness and to maximize return on investments, which may reflect upon its business plan for the Company in the future. According to the regulatory conditions set forth in the Notification of the Securities and Exchange Commission No. GorJor. 53/2545 Re: Rules, Conditions, and Procedures for the Acquisition of Securities for Business Takeovers, dated 18 November 2002, the Offeror is prohibited from taking any actions which are of a material nature different from those specified in the tender offer document, unless a shareholders’ meeting of the Company otherwise adopts a resolution with a vote of not less than three-fourths of total votes of shareholders present at the meeting and having rights to vote, and the SEC has been notified accordingly. 2.3 Related party transactions The Company has had significant business transactions with the Offeror and its related companies, principally in respect of sales and purchases of goods, technical and trademark fees and payment of commissions as disclosed in the financial statements and Form 56-1 of the Company. Such transactions have been concluded on the terms and base agreed between the Company and those companies. After the Tender Offer, no material changes in the way the Company operated with related companies are being contemplated at this time. - 13 -
Form 247-4
Part 4 Additional Details of the Tender Offer 1.
Tender Offer acceptance procedures To accept the Tender Offer, the Offeree shall comply with the following: (1) Complete and sign, correctly and clearly, the “American Standard Sanitaryware (Thailand) Public Company Limited Tender Offer Acceptance Form” enclosed in Appendix 4. (2) Enclose the following documents: a) Share certificate(s) or share transfer instruction If shares are held in certificate form, the Offeree must submit endorsed share certificate (s) in respect of the entire number of shares tendered. In the event that the name or name prefix or last name of the shareholder stated on the share certificate is not the same as stated in the his/her Identification Card, the Offeree has to complete and submit the “Request Form for Rectifying Items in the Securities Holder Record” of Thailand Securities Depository Co., Ltd (“TSD”), enclosed in Appendix 10, along with a certified true and correct copy of document which is issued by the government (e.g. Marriage Certificate, Divorce Certificate or Rectification Certificate). The amended information must be the same as that stated in the Identification Card. If shares are held in scripless form, the Offeree must enclose a share transfer instruction for the transfer of tendered shares into the following accounts of the Tender Offer Agent: For local shares: “TISCO FOR TENDER”, Account no. 002-000003-0 For foreign shares and NVDR: “TISCO FOR TENDER”, Account no. 002-900002-9 b) Where the Offeree is Thai individual, A certified true and correct copy of valid Identification Card, Civil Servant Identification Card or State Enterprise Employee Card; in case of the Civil Servant Identification Card or State Enterprise Employee Card, a certified copy of his/her household registration is also required. Foreign individual, A certified true and correct copy of Alien Certificate or passport Thai juristic person,
A copy of the affidavit issued by the Ministry of Commerce not more than 1 year prior to the last day of the tender offer period, certified true and correct by authorized signatory(ies) of the juristic person; and
A certified true and correct copy of valid Identification Card, Civil Servant Identification Card, State Enterprise Employee Card or passport or Alien Certificate (for foreigner) of the authorized signatory(ies); in case of the Civil Servant Identification Card or State Enterprise Employee Card, a certified copy of his/her household registration is also required.
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Form 247-4
Foreign juristic person,
A copy of the certificate of incorporation, memorandum of association and affidavit, issued not more than 1 year prior to the last day of the tender offer period, certified true and correct by authorized signatory(ies) of the juristic person; and
A certified true and correct copy of passport of the authorized signatory(ies).
All documents must be certified by the notary public in the country where the documents were prepared and then authenticated by an official of the Thai Embassy or Thai Consulate in the country where the documents were prepared, all of which must be within 1 year prior to the last day of the tender offer period. c) Where the Offeree is a foreign juristic person who does not carry on a business in Thailand and is a resident of a foreign country which has not entered into a double taxation treaty or which has entered into a double taxation treaty that does not include an exemption on withholding tax on capital gains from the sale of shares in Thailand, such Offeree must declare the cost of purchase of the tendered shares to the Tender Offer Agent by completing and submitting the “Form for Declaration of Cost of Tendered Shares”, enclosed in Appendix 6, and evidence that demonstrates the cost basis. If the Offeree fails to declare the cost basis or to submit the proper evidence, the Tender Offer Agent will determine the amount of withholding tax based on the entire proceeds of the sale of shares and deduct the tax accordingly. d) Where the Offeree is represented by an authorized representative, a power of attorney, enclosed in Appendix 5, with Baht 30 stamp duty affixed together with another set of the certified documents set out in b) of the grantor and the attorney. e) Other documents which the Tender Offer Agent may require. (3) Submit the completed Tender Offer Acceptance Form together with the aforementioned required documents on business days from 4 November 2004 to 11 January 2005, both days inclusive, during the hours of 9.00 a.m. to 4.30 p.m. to TISCO Securities Company Limited 4th Floor, TISCO Tower Building 48/8 North Sathorn Road, Bangkok 10500 Telephone: 66-2633-6688 Contact Person: Khun Panisra Pungthaicharoen In case of shares held in NVDR form, the Tender Offer Agent asks for NVDR holders’ cooperation to submit the completed Tender Offer Acceptance Form and supporting documents to the Tender Offer Agent by 10 January 2005, one day prior to the last day of the tender offer period, as the Tender Offer Agent will need to further settle shares with the Thai NVDR Co., Ltd. on the last day of the tender offer period. (4) Should there be any questions regarding the Tender Offer acceptance procedures, please contact Khun Panisra Pungthaicharoen at the above contact address. 2.
Securities purchase procedure
The Offeror expresses an interest to acquire all ordinary shares of the Company except the case that the Offeror cancels the Tender Offer as conditioned in section 9 of Part 1. 3.
Settlement and payment procedure
After the Tender Offer Agent receives the Tender Offer Acceptance Form and all required documents as stated in section 1 (2) completely and correctly, the Tender Offer Agent will make a payment to the Offeree according to the method of receiving payment which the Offeree specifies in the submitted Tender Offer Acceptance Form. The methods of receiving payment that the Offeree can select are as follows:
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Form 247-4
(1) Personally collect payment cheque at the Tender Offer Agent’s office: The Offeree can collect a crossed cheque on business days from 14 to 31 January 2005, both days inclusive, during the hours of 9.00 a.m. to 4.30 p.m. at Khun Panisra Pungthaicharoen TISCO Securities Company Limited 4th Floor, TISCO Tower Building 48/8 North Sathorn Road, Bangkok 10500 Telephone: 66-2633-6688 Please present the evidence of Receipt of Tender Offer Acceptance Form (a receipt portion of Tender Offer Acceptance Form) and certified documents set out in section 1 (2) to the Tender Offer Agent. In case of shareholders authorized representative, a power of attorney, enclosed in Appendix 5, with Baht 30 stamp duty affixed together with a set of the certified documents set out in section 1 (2) of the grantor and the attorney is required. If the Offeree or its authorized representative does not collect the cheque by 31 January 2005, the Cheque will be delivered by registered mail to the address stated in the Tender Offer Acceptance Form. (2) Deliver payment cheque via registered mail: The Tender Offer Agent will deliver a crossed cheque by registered mail to the address stated in the Tender Offer Acceptance Form on 14 January 2005. (3) Money transfer: The Tender Offer Agent will transfer payment to the Offeree’s deposit account, as per the details provided in the Tender Offer Acceptance Form, on 14 January 2005. The payment transfer is only available for savings or current accounts of Kasikorn Bank opened with branches located in Bangkok and its vicinity and further on the condition that the name of deposit account is the same as the name of the Offeree. The Offeror or the Tender Offer Agent reserves rights to pay cheque and deliver to the Offeree via registered mail as specified in (2) in the event that the payment transfer cannot be made to such deposit accounts. 4.
Rights of the securities holders who have expressed intention to tender securities
The Offeror, through the Tender Offer Agent, will make payment to the offerees for all shares tendered on 14 January 2005, the third business day following the last day of the tender offer period. If an event occurs which result in changes of the tender offer price as stated in section 8 of Part 1, the Offeror will make payment at the following price:
5.
In case the tender offer price is reduced, the Offeror will make payment at the reduced price to all of the Offerees for the securities they have tendered, except for any securities which are tendered irrevocably, prior to the announcement date of the amendment to the offer terms. Such number of securities shall be paid for at the tender offer price previously specified prior to the amendment thereof.
In case the tender offer price is increased, the Offeror will make payment for all shares at the increased price.
Conditions for cancellation of the tender of securities 5.1 The last day for cancellation of the tender of shares is the twentieth business day of the tender offer period which is on 1 December 2004, during the hours of 9.00 a.m. to 4.30 p.m. 5.2 Revocation procedures (1) Complete and sign, correctly and clearly, the “American Standard Sanitaryware (Thailand) Public Company Limited Tender Offer Revocation Form” enclosed in Appendix 8.
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Form 247-4
(2) Enclose the following documents: a) The evidence of Receipt of Tender Offer Acceptance Form b) Where the Offeree is Thai individual, A certified true and correct copy of valid Identification Card, Civil Servant Identification Card or State Enterprise Employee Card; in case of the Civil Servant Identification Card or State Enterprise Employee Card, a certified copy of his/her household registration is also required. Foreign individual, A certified true and correct copy of passport or Alien Certificate. Thai juristic person,
A copy of the affidavit issued by the Ministry of Commerce not more than 1 year prior to the last day of the tender offer period, certified true and correct by authorized signatory(ies) of the juristic person; and
A certified true and correct copy of valid Identification Card, Civil Servant Identification Card, State Enterprise Employee Card or passport or Alien Certificate (for foreigner) of the authorized signatory(ies); in case of the Civil Servant Identification Card or State Enterprise Employee Card, a certified copy of his/her household registration is also required.
Foreign juristic person,
A copy of the certificate of incorporation, memorandum of association and affidavit, issued not more than 1 year prior to the last day of the tender offer period, certified true and correct by authorized signatory(ies) of the juristic person; and
A certified true and correct copy of passport of the authorized signatory(ies).
All documents must be certified by the notary public in the country where the documents were prepared and then authenticated by an official of the Thai Embassy or Thai Consulate in the country where the documents were prepared, all of which must be within 1 year prior to the last day of the tender offer period. c) Where the Offeree is represented by an authorized representative, a power of attorney, enclosed in Appendix 9, with Baht 10 stamp duty affixed together with another set of the certified documents set out in b) of the grantor and the attorney. (3) Submit the Tender Offer Revocation Form together with the aforementioned required documents at the office of the Tender Offer Agent as detail mentioned in section 1 (3) (4) After receiving and verifying a completed Tender Offer Revocation Form and the required documents set out in section 5.2 (2) which is submitted within the cancellation period, the Tender Offer Agent will proceed as follows:
Share certificates – The Tender Offer Agent will return the share certificate(s) to the Offeree within the business day following the submission date of the Tender Offer Revocation Form.
Scripless shares – The Tender Offer Agent will transfer the shares through TSD to the Offeree’s brokers/agents account as specified in the Tender Offer Revocation Form within the business day following the submission date of the Tender Agent Cancellation Form.
Note: An Offeree making cancellation shall receive shares only in the form in which such shares were tendered and cannot request for a change in form of shares.
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Form 247-4
6.
Determination of the tender offer price
The tender offer price at Baht 270.00 per share is the Offeror’s offer to purchase ordinary shares from shareholders of the Company in the Tender Offer during 4 November 2004 to 11 January 2005 and is the price that has been resolved by the Extraordinary Shareholders’ Meeting No. 1/2004 on 14 September 2004 in order to delist ASTL shares from the SET. 6.1 Pricing Methodology 6.1.1 Tender offer price compared to minimum price required by SEC regulations The tender offer price of Baht 270.00 per share complies with all the conditions in Clause 58 of the Notification of the Securities and Exchange Commission No. GorJor. 53/2545 Re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers, dated 18 November 2002, that the tender offer price in respect of the delisting tender offer shall not be less than the maximum price calculated in accordance with the following procedures: (1) the highest price paid for such ordinary or preference shares which have been acquired by the offeror, or any related party in Section 258, during the period of 90 days prior to the date on which the tender offer document is submitted to the SEC; (2) the weighted average market price of such shares during the period of five business days prior to the date on which the board of directors of the company resolves to propose for consideration by the shareholders’ meeting the delisting of shares or the date on which the shareholders’ meeting resolves to delist the shares from the SET, whichever comes earlier; (3) the net asset value of the company calculated based on the book value which has been adjusted to reflect the latest market value of the assets and liabilities of such business; and (4) the fair value of ordinary or preference shares of the company as appraised by a financial advisor. The following table summarizes the prices calculated in accordance with the procedures conditioned by the SEC Share Valuation Methodology
Price (Baht/share)
1. The highest price paid for ASTL shares which have been acquired by the Offeror and/or related persons prescribed under Section 258 during the period of 90 days prior to the date on which the Tender Offer document is submitted to the SEC (3 August – 31 October 2004):
n/a
2. The weighted average market price of ASTL shares during the period of five business days prior to the date on which the board of directors of ASTL resolves to propose for consideration by the shareholders’ meeting the delisting of shares (2 – 8 July 2004):
236
Date 8-Jul-04 7-Jul-04 6-Jul-04 5-Jul-04 2-Jul-04 5-day weighted avg.
Weighted Avg. price (Baht/share) 234.14 239.48 239.64 240.00 231.33 236.00
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Trading Volume Trading Value (shares) (Baht) 2,900 679,000 2,300 550,800 1,100 263,600 100 24,000 1,500 347,000 7,900 1,864,400
Form 247-4
Share Valuation Methodology
Price (Baht/share)
3. The net asset value of ASTL calculated based on the book value which has been adjusted to reflect the latest market value of the assets and liabilities of ASTL:
215
Based on ASTL’s reviewed balance sheet as of 30 June 2004, the net assets value is calculated as shown: (Baht million) Total assets (as of 30 June 2004) Less :
1,701.80
Total liabilities (as of 30 June 2004)
=
Balance of total assets
316.53 1,385.27
Adjustment in revalued assets (1)
Add : =
Net assets value
Divided by :
226.62 1,611.89
No. of issued and paid-up shares (m.shares) Adjusted book value per share (Baht)
Note
(1)
7.50 214.92
Incremental value according to Summary Appraisal Report prepared by Nexus Property Consultants Co., Ltd on 10 May 2004. The revalued assets include land, buildings and improvements
4. The fair value of ASTL shares as appraised by TISCO, as the Financial Advisor to the Offeror
268 – 322
6.1.2 Fair value calculated by a financial advisor According to ASTL share valuation study completed on 28 June 2004, TISCO as the Financial Advisor to the Offeror, mainly relies on two valuation methodologies, namely Discounted Cash Flow Analysis (“DCF Analysis”) and Comparable Companies Analysis (“CompCo Analysis”), in determining the indicative valuation range for ASTL shares. The DCF Analysis is used as the key method in the valuation as it is the most meaningful way to assess cash flows, taking into account economic, marketing plan, past operating and financing factors and incorporating premiums on distribution and marketing network and brand and market leading position. Whereas the CompCo Analysis is used as benchmark to provide supports on the valuation result. This is due to the difficulty in finding a comparable company that is perfectly similar to the Company, on the aspects of business nature, profitability, revenue and profit growth, capital structure and facility utilization. In addition, the indicative valuation multiples of selected comparable companies are widely dispersed because of the different characteristics of each comparable company. The trading liquidity of certain comparable companies may be marginal such that their share prices do not reflect the fundamentals of their businesses. (1)
DCF Analysis
TISCO separates the Company’s core businesses into 4 divisions, namely Vitreous China Sanitaryware Products, Plastic Products, Acrylic Products and Trading/Other Sales, in order to gain a better understanding of their business nature which would facilitate the justification of operating assumptions. The operating projection of each division is then derived based on their actual achievement in year 2000-2003 and management’s view on the future direction of each division. The financial projections covered 10-year period starting from 2004 to 2013, with detailed assumptions as follows. a) Unit sales -
The domestic and export unit sales of VCS Products and Plastic Products are projected to grow at a decreasing rate from 15.0% growth in 2004 to 10.0% in 2005, 7.0% in 2006, 5.0% in 2007 and 2008 and at a constant rate of 3.0% per annum from year 2009 onwards. In order to support growth of domestic and
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Form 247-4
export sales, the inter-company sales of VCS Products to other companies in American Standard group are assumed to continuously decrease when the Company’s production reaches maximum capacity. Therefore, the total unit sales of VCS Products and Plastic Products are relatively stable during the year 2004 – 2008. -
For Acrylic Products, the domestic unit sales are also projected to grow at a decreasing rate from 10.0% growth in 2004 to 7.0% growth in 2005 and 5.0% per annum in 2006 – 2008 and at a constant rate of 3.0% per annum from year 2009 onwards. The export and inter-company unit sales of Acrylic Products are assumed to remain constant at the year 2003 level.
-
Trading /Other Sales revenue is assumed to grow at 2.0% per annum from year 2004 onwards.
b) Selling price -
The average selling price of all three product divisions are projected to grow at 2.0% per annum.
c) COGS -
Fixed COGS for VCS, Plastic and Acrylic Products are projected to grow at a constant rate of 3.0% per annum.
-
Average per unit variable COGS for VCS, Plastic and Acrylic Products are assumed to grow at a constant rate of 2.0% per annum.
-
COGS for Trading/Other Sales business is assumed at 88.0% of the division sales revenue (i.e. gross margin of the division is 12.0%).
d) Selling and administrative expenses -
Based on historical level, delivery and transportation expenses are assumed at 3.0% of total sales revenue.
-
Other selling and administrative expenses, including salary, bonus and incentives, advertising and promotion, consulting and other expenses, are assumed to be 20.0% of the Company’s sales revenue, excluding inter-company sales revenue.
e) Working capital -
The turnover rate of account receivables is assumed at 60 days and 40 days for each of inventories and account payables.
f) Capital expenditures -
The Company’s capital expenditure for year 2004 is estimated at Baht 66 million, being equal to its budget for the year, whereas the capital expenditure for year 2005 is estimated at Baht 70 million.
-
For year 2006 – 2008, during which the Company’s production capacity has not been fully utilized, the capital expenditure amount is estimated equal to depreciation expense in each respective year.
-
For year 2009 – 2012, when the production capacity is projected to fully utilized, the capital expenditure amount is assumed to maintain the Company’s fixed assets turnover of 2.4 times.
-
For 2013, the last year of the projection period, the capital expenditure amount is estimated equal to depreciation expense for the year.
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Form 247-4
g) Corporate income tax -
The Company was granted various tax privileges from the Board of Investment, including exemption on corporate income tax for a period of eight years, expiring in 2006, and a further fifty percent reduction for a period of 5 years after the expiry of the tax exemption period.
-
The earnings before tax of BOI promoted business are assumed to account for 50% of the Company’s total earnings before tax.
-
Therefore, the Company’s effective tax rate is estimated to be 12.5% during year 2004 – 2006 and increase to 22.5% during year 2007 – 2011 and 30% from year 2012 onwards.
Based on the derived financial projections, free cash flows to the firm are discounted to determine a fair firm value of ASTL. The firm value is then subtracted by net debt (i.e. interest bearing debt minus cash and cash equivalents) and added by other non-core assets or other adjustments, including the estimated value of ASTL’s 20 per cent equity investment in ISTL, to derive the equity value of the Company. The discount rate employed in deriving the fair firm value is calculated based on the weighted average cost of capital (WACC) of the Company. However, the Company does not carry interest bearing debt, its WACC would be equal to its expected cost of equity, calculated pursuant to the following formula. Ke = Rf + β( Rm - Rf ) = 5.25%+1*(10.4%-5.25%) = 10.40% Whereas;
Rf
= Risk free rate, being equal to the yield of 10-year Government Bond or 5.25% (information as of 28 June 2004)
β
= Beta, being equal to the average of beta of selected comparable companies or 1.0x
Rm – Rf = Market risk premium, based on the excess annual return of Thai equity market over the yield of 10-year Government bond at that particular period, averaged over the past 10 years, or 5.15%. According to the analysis, using discount rate of 9.90% – 10.90% and perpetual growth for terminal value determination of 1.0% – 3.0% per annum, ASTL’s firm value and equity value are estimated at Baht 1,571 – 1,978 million and Baht 2,009 – 2,416 million, respectively. This translates into a per share price of Baht 268 – 322. (Unit: Baht million) Present value of free cash flows (year 2004 – 2013) +
Present value of terminal value
=
Firm value
941 – 974 630 – 1,004 1,571 – 1,978
1
-
Net debt/(Net cash)
+
Non-core assets 2
=
Equity value
=
Share price (Baht/share)
(414) 24 2,009 – 2,416 268 – 322
1
ASTL’s net cash as of 31 March 2004 of Baht 543 million adjusted by the Baht 129 million dividend paid on 28 May 2004.
2
ASTL’s 20% equity stake in ISTL, valuation based on P/E (03) of 16.0 times.
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Form 247-4
(2)
CompCo Analysis
CompCo Analysis is conducted to reveal current market perceptions on Thailand Building and Furnishing Material sector and to derive benchmarks for ASTL share valuation. By applying the trading multiples (e.g. P/E, FV/EBITDA, P/BV) of selected comparable companies in the sector whose businesses are related to ASTL’s and which are under the coverage of TISCO research, namely DCC, RCI, SINGHA, TGCI, UMI and VNG, an indicative valuation for ASTL shares is determined. a) Price to Earning Multiple (P/E) (Unit: Baht million) P/E of comparable companies x
2003
2004E
8.8x – 17.2x
7.1x – 11.2x
184.4
201.9
24.3
24.3
1,643 – 3,196
1,453 – 2,288
219 – 426
194 - 305
ASTL’s net profit
+
Non-core assets
=
Equity value
2
Indicative share price (Baht/share)
b) Firm Value to EBITDA Multiple (FV/EBITDA) (Unit: Baht million) FV/EBITDA of comparable companies x
ASTL’s EBITDA
-
Net debt (Net cash)
+
Non-core assets 2
=
Equity value
1
Indicative share price (Baht/share)
2003
2004E
6.6x – 13.5x
6.1x – 9.4x
323.9
320.8
(414.1)
(414.1)
24.3
24.3
2,583 – 4,821
2,399 – 3,456
344 – 643
320 - 461
c) Price to Book Value (P/BV) (Unit: Baht million) P/BV of comparable companies x
ASTL shareholders’ equity 3
=
Equity value
1.5x – 2.4x 1,335 2,003 – 3,204
Indicative share price (Baht/share)
3
267 - 427
ASTL shareholders’ equity as of 31 March 2004 of Baht 1,464 million adjusted by the Baht 129 million dividend paid on 28 May 2004.
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Form 247-4
322
268
DCF Valuation P/E(03) 8.8x - 17.2x
219 194
P/E(04E) 7.1x - 11.2
426 305
344
FV/EBITDA(03) 6.6x - 13.5x
320
FV/EBITDA(04E) 6.1x - 9.4x
267
P/BV 1.5x - 2.4x Share Price (Baht)
643
0
200
461
427
400
600
6.2 The highest price at which the Offeror and/or related persons prescribed under Section 258 acquired shares of the Company during the period of 90 days before the submission of the Tender Offer document to the SEC Neither the Offeror nor any related persons has acquired shares of the Company during the 90 days period.
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Form 247-4
Part 5 Certification of Information We, hereby certify that (1) We intend to conduct this Tender Offer; (2) The tender offer price in this Tender Offer is in accordance with the provision of the Notification of the SEC No. GorJor. 53/2545; (3) We intend to comply with the plan, which we have specified in this Tender Offer; and (4) Information contained in this Tender Offer is complete and accurate and that there is no information contained herein that may lead other persons to misunderstand in any material respect and that no concealment is made of any material information. Signature ____________________________ (Aris Chicles) American Standard Inc. The Offeror
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Form 247-4
We, as the preparer of this Tender Offer, have complied with requirements as set out in the Notification of the SEC Re: Approval for Financial Advisors and a Scope of Work and hereby certify that; (1) we have reviewed and consider that the information about the Offeror disclosed in the Tender Offer is correct and accurate and that there is no information that may lead other persons to misunderstanding in any material respect and that no concealment is made of any material information; (2) we have reviewed the financial evidence and consider that the Offeror is capable of proceeding with the Offer stated in the above Tender Offer; (3) we have reviewed the Offeror’s business policy and plan for business operations of the Company as stated in section 2 of Part 3 Details of the Company and consider that a) the Offeror is capable of carrying out policies and plans for business operations as mentioned, b) assumptions used in developing policies and plans for business operations have been reasonably prepared, and c) the effects and risks on the Company or the securities holders are clearly and adequately explained; (4) from information and evidence provided regarding the acquisition of the Company’s securities by the Offeror and/or related persons prescribed under Section 258 during the 90 days before the date of submission of the Tender Offer, we have examined the tender offer price and consider that it conforms to the regulation under the Notification of the SEC No. GorJor. 53/2545; and (5) we have carefully and prudently studied and reviewed the completeness and accuracy of the information contained in this Tender Offer, and consider that the information is complete and correct and that there is no information contained herein that may lead other persons to misunderstand in any material respect and that no concealment is made on any material information. Signature ____________________________
Signature ____________________________
(Vanchai Manosuthi)
(Chavalit Chindavanig)
TISCO Securities Co., Ltd. Tender Offer Preparer
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Form 247-4
Appendices Appendix 1
Confirmation Letter from American Standard Companies Inc., committing to provide fund to the Offeror in respect of the Tender Offer
Appendix 2
Audited Financial Statements of American Standard Companies Inc.
Appendix 3
Tender Offer Acceptance Procedures
Appendix 4
American Standard Sanitaryware (Thailand) Public Company Limited Tender Offer Acceptance Form
Appendix 5
Power of Attorney for Tender Offer Acceptance
Appendix 6
Form for Declaration of Cost of Tendered Shares
Appendix 7
Tender Offer Revocation Procedures
Appendix 8
American Standard Sanitaryware (Thailand) Public Company Limited Tender Offer Revocation Form
Appendix 9
Power of Attorney for Tender Offer Revocation
Appendix 10
Request Form for Rectifying Items in the Securities Holder Record of TSD
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