Nam Long Investment Corporation (NLG Corp) announced Board Resolution No.21 dated July 07, 2014 as follows:
Article
1:
The Board of Directors approved to make a tender offer for shares of Nam Long
ADC, Nam Khang, Nam Long DC by share-swap deals, as follows:
Target
companies:
1) Nam
Long ADC
-
Address: Floor 9, Nam Long Capital Tower, 06
Nguyen Khac Vien, District 7, Hochiminh City.
-
Charter capital: VND300,000,000,000.
-
Paid-up capital: VND288,300,730,000.
-
Par value: VND10,000/share
-
Number of outstanding shares: 28,830,073
shares
-
The target company is an unlisted/untraded
public company.
-
Stock type: common stock, unrestricted
transfer.
-
Number of current owning shares: 16,166,556 shares
(56.07% of paid-up charter capital of the target company)
-
Number of shares registered to buy:
12,663,517 shares (43.93% of paid-up charter capital of the target company)
-
Relation between Nam Long Investment
Corporation and the target company: Nam Long Investment Corp is the parent
company of Nam Long ADC.
-
Payment method: not paid in cash; paid in
additionally-issued shares of Nam Long Investment Corp (stock code: NLG).
-
Swap ratio: 1.69:1 (1.69 shares of Nam Long
ADC will be exchanged for 1 additional share of Nam Long Investment Corp).
2) Nam
Khang
-
Address: 147-149 Tran Trong Cung, Tan Thuan
Dong ward, District 7, Hochiminh City.
-
Charter capital: VND116,000,000,000.
-
Par value: VND10,000/share
-
Number of outstanding shares: 11,600,000 shares
-
The target company is an unlisted/untraded
public company.
-
Stock type: common stock, unrestricted
transfer.
-
Number of current owning shares: 6,422,400
shares (55.37% of paid-up charter capital of the target company)
-
Number of shares registered to buy: 5,177,600
shares (44.63% of paid-up charter capital of the target company)
-
Relation between Nam Long Investment
Corporation and the target company: Nam Long Investment Corp is the parent
company of Nam Khang.
-
Payment method: not paid in cash; paid in additionally-issued
shares of Nam Long Investment Corp (stock code: NLG).
-
Swap ratio: 1.07:1 (1.07 shares of Nam Khang will
be exchanged for 1 additional share of Nam Long Investment Corp).
3) Nam
Long DC
-
Address: 06 Nguyen Khac Vien, Tan Phu ward,
District 7, Hochiminh City.
-
Charter capital: VND71,047,900,000.
-
Par value: VND10,000/share
-
Number of outstanding shares: 7,104,790 shares
-
The target company is a non-public company.
-
Stock type: common stock, unrestricted
transfer.
-
Number of current owning shares: 3,623,442
shares (51% of paid-up charter capital of the target company)
-
Number of shares registered to buy: 3,481,348
shares (49% of paid-up charter capital of the target company)
-
Relation between Nam Long Investment
Corporation and the target company: Nam Long Investment Corp is the parent
company of Nam Long DC.
-
Payment method: not paid in cash; paid in
additionally-issued shares of Nam Long Investment Corp (stock code: NLG).
-
Swap ratio: 1.71:1 (1.71 shares of Nam Long DC
will be exchanged for 1 additional share of Nam Long Investment Corp).
-
Financial resource for tender offer: additionally-issued
share-capital of Nam Long Investment Corporation.
-
How to determine swap prices:
-
Swap ratios are determined on the basis of
price comparisons in accordance with the valuation methods by the consulting
firm. In which:
-
The price of NLG stock which is used to
calculate swap ratios is VND18,000/share. This is the issue price to NLG’s
latest strategic partners.
-
Prices of subsidiaries’ stocks are determined
based on RNAV method discounted brand, stock liquidity, etc. In which:
·
Price of stock of Nam Long ADC:
VND10,659/share
·
Price of stock of Nam Khang: VND16,900/share
·
Price of stock of Nam Long DC:
VND10,524/share
·
Time of tender offer: from 30 days to 60 days
after receiving a written approval from the Sate Securities Commission, and NLG
discloses information by law.
·
Agent Company: Bao Viet Securities JSC.
Article
2:
The Board of Directors approved to issue shares to swap with shareholders of
Nam Long ADC, Nam Khang, Nam Long DC.
-
Stock type: common stock
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Par value: VND10,000/share
-
Estimated issue volume: 14,367,959 shares
-
Object: shareholders of Nam Long ADC, Nam
Khang, Nam Long DC (except shareholder Nam Long Investment Corp)
-
Purpose: to swap with shareholders of Nam
Long ADC, Nam Khang, Nam Long DC(except shareholder Nam Long Investment Corp)
-
In which:
·
Swap with shareholders of Nam Long ADC:
7,493,205 shares
·
Swap with shareholders of Nam Khang:
4,838,878 shares
·
Swap with shareholders of Nam Long DC:
2,035,876 shares
-
Swap ratios:
·
Swap ratio of Nam Long ADC: 1.69:1 (1.69
shares of Nam Long ADC will be exchanged for 1 additional share of Nam Long
Investment Corp)
·
Swap ratio of Nam Khang: 1.07:1 (1.07 shares
of Nam Khang will be exchanged for 1 additional share of Nam Long Investment
Corp)
·
Swap ratio of Nam Long DC: 1.71:1 (1.71
shares of Nam Long DC will be exchanged for 1 additional share of Nam Long
Investment Corp)
-
Estimated charter capital after the share
issue: VND1,353,814,820,000.
-
The additionally-issued NLG shares will be
rounded down. Fractional shares will be cancelled.
-
For example, shareholder A owns 1,200 Nam
Long ADC shares. When swapping with a ratio of 1.69:1, he will receive 710.05
NLG shares. But, after rounding down, he will receive only 710 NLG shares.
-
Shareholder A owns 1,200 Nam Khang shares.
When swapping with a ratio of 1.07:1, he will receive 1,121.49 NLG shares. But,
after rounding down, he will receive only 1,121 NLG shares.
-
Shareholder A owns 1,200 Nam Long DC shares.
When swapping with a ratio of 1.71:1, he will receive 701.75 NLG shares. But,
after rounding down, he will receive only 701 NLG shares.
-
Estimated issue date: in Quarter III/2014.
Article
3:
The Board of Directors approved the additional deposit and listing of new
shares at the Vietnam Securities Depository and the Hochiminh Stock Exchange.
Article
4:
This resolution shall take effect from July 07, 2014.
