GPSC Revises Down GLOW’s SPA Price to ฿91.9906/share, Ready to Make Tender Offer

Global Power Synergy Public Company Limited (GPSC) has announced that the company and Engie Global Developments B.V. (Engie) have already taken actions in accordance with the resolution of the Energy Regulatory Commission (ERC), approved GPSC to enter into the share purchase transaction with respect to the shares of Glow Energy Public Company Limited (GLOW), amounting to 1,010,976,033 shares (equivalent to 69.11% of the total issued shares of GLOW).

 

On March 8, 2019, GPSC and the Engie have executed the Amendment to the Share Purchase Agreement dated 20 June 2018. The amendment resulted from the negotiation between both parties to fulfill the conditions precedent.

In this regard, under the Amendment to Share Purchase Agreement, GPSC and Engie have agreed to adjust the purchase price from THB 94.892 per share, to THB 91.9906 per share (however, the said purchase price shall be further decreased in the amount equivalent to the amount of the dividend paid per share should GLOW determines the rights of its shareholders to receive dividend payment prior to the fulfillment of the conditions precedent).

After the completion of the share purchase transaction between GPSC and Engie, GPSC is obliged to make a tender offer for all of the remaining shares of GLOW, amounting to 451,889,002 shares (equivalent to 30.89% of the total issued shares of GLOW) at the same price as the share purchase transaction entered into between GPSC and Engie.

In this regard, if GLOW determines the rights of its shareholders to receive dividend payment or any other rights of the shareholders prior to the end of the offering period, the offered price for GLOW shares shall be decreased in the amount equivalent to such dividend or any other rights, and the shareholders who have expressed their intention to sell shares shall be entitled to such dividend payment or any other rights of GLOW.