4 December 2015 (Revised) on 9 December 2015. The Offeror and …wha.listedcompany.com/newsroom/221220151833500369E.pdf · 2015. 12. 22. · No. Jor 186/2558 21 December 2015 Subject:

(English Translation)

No. Jor 186/2558

21 December 2015

Subject: Submission of the Tender Offer for Securities (Form 247-4) of Hemaraj Land

and Development PCL (Revised) second times To: Secretary-General of the Securities and Exchange Commission

President of the Stock Exchange of Thailand Directors and shareholders of Hemaraj Land and Development PCL

Reference is made to the intention of WHA Venture Holding Company Limited and JVS Financial

Advisory Company Limited, as the financial advisor and the preparer of the tender offer, would

like to submit the tender offer (Form 247-4) of Hemaraj Land and Development PCL to the office of

the Securities and Exchange Commission, the Stock Exchange of Thailand on 4 December 2015

and submit the tender offer (Form 247-4) (Revised) on 9 December 2015.

The Offeror and the preparer of the tender offer requested the revision of the Tender Offer.

As described in the documents enclosed.

Please be informed accordingly.

Sincerely Yours,

-signature- .............................................................................................................

(Mrs.Usanaphan Visutthisub and Mrs. Kanchana Kulteerathawat) Signed by the authorized directors together with the company’s seal (if any)

-signature-

……………………………………… (Mr. Sakorn Suriyabhivadh)

Supervisor

WHA Venture Holding Company Limited

-signature-

Mr. Somyos Anantaprayoon Authorized Signatory

-signature-

Ms. Jareeporn Jarukornsakul

Authorized Signatory

Tender Offeror

Cabon copy: President of the Stock Exchange of Thailand

Directors and shareholders of Hemaraj Land and Development PCL

1

Please see editing highlighted in yellow. Page 17 section 5.4

Original statement The Offeror has no intention to sell or transfer the ownership of the acquired shares that purchased from this Tender Offer to other person in the material amount for 12 months period after the Tender Offer period has ended, except in the cases where the Offeror restructure its business structure, organization structure, internal shareholding structure, or the case where the Offeror is required by applicable laws and regulation or others commitment that force the Company to take action accordingly at a given time. Amended statement The Offeror has no intention to sell or transfer the ownership of the acquired shares that purchased from this Tender Offer to other person in the material amount for 12 months period after the Tender Offer period has ended, except in the cases where the Offeror restructure its internal shareholding structure, or the case where the Offeror is required by applicable laws and regulation or others commitment that force the Company to take action accordingly at a given time.

Page 33 Table “Valuation approach” section 3 The valuation based on Adjusted Book Value Approach by adjusting the value of assets and liabilities of the Company with market value. Original table

Consolidated financial statement as of 31 March 2015 – adjusted value of investment Book Value (unit: million

baht)

Shareholders’ Equity before the Adjustments 15,373.02

Adjust value of asset with market price appraised by Independent Appraiser + 15,315.00

Adjust value of investment in associates named HPF with market price +312.72

Adjust value of investment in associates named Gheco-One with market price +7,380.81

Adjusted Shareholders’ Equity 38,381.55

Number of Paid-up Shares (shares) 9,705,186,191

Book Value per share (baht/share) 3.95 Amended table

Consolidated financial statement as of 31 March 2015 – adjusted value of investment Book Value (unit: million

baht)

Shareholders’ Equity before the Adjustments 15,373.02

Adjust value of asset with market price appraised by Independent Appraiser + 15,315.00

Adjust value of investment in associates named HPF with market price +312.72

Adjust value of investment in associates named Gheco-One with market price +7,380.81

Adjusted Shareholders’ Equity 38,381.55


Book Value per share (baht/share) 3.95

Remark: Adjusted value of utility business, which represents major portion of company’s cash flow. Financial Advisor did not adjust value of asset of utility business such as waterworks system (pond, water pipe), and electrical system (electric equipment). These assets have total value of approximately 1,400 million Baht and accounting for major portion of the Company’s income. However, under this valuation approach, these assets were not adjusted as the asset of utility business cannot be appraised to materially reflect its market value such as land or additional building.

2

Page 34 – 35 section 1. Book Value Approach Original statement

1. Book Value Approach The valuation approach considers a value of HEMRAJ from its audited financial statements or reviewed

financial statements at a certain point of time. The Hemaraj valuation by the Book Value Approach, the Financial Advisor calculated based on the HEMRAJ's latest audited financial statements as of March 31, 2015, which is summarized as follow:

Items Book Value (Unit : million baht)

Paid-up Capital 3,882.07

Share Premium Account – Ordinary Share, net 438.71

Unappropriated Retained Earnings 11,052.24

Shareholders’ Equity 15,373.02



Remarks: Par value of 0.40 baht per share

Based on the Book Value Approach, the book value of HEMRAJ from the updated financial statements as of March 31, 2015 is 15,373.02 million baht or equivalent to 1.58 baht per share.

Amended statement

1. Book Value Approach The valuation approach considers a value of HEMRAJ from its audited financial statements or reviewed

financial statements at a certain point of time. The Hemaraj valuation by the Book Value Approach, the Financial Advisor calculated based on the HEMRAJ's latest audited financial statements, prior to the date that Board of Directors’ meeting approved the proposal to shareholders’ meeting of the Company to consider the delisting of the Company’s securities from the Stock Exchange of Thailand and the date that Board of Directors’ meeting of WHA approved to make the Tender Offer (28 July 2015) , as of March 31, 2015, which is summarized as follow:

Items Book Value (Unit : million baht)

Paid-up Capital 3,882.07

Share Premium Account – Ordinary Share, net 438.71

Unappropriated Retained Earnings 11,052.24

Shareholders’ Equity 15,373.02



Remarks: Par value of 0.40 baht per share

Based on the Book Value Approach, the book value of HEMRAJ from the updated financial statements as of March 31, 2015 is 15,373.02 million baht or equivalent to 1.58 baht per share.

3

However, Financial Advisor had reviewed the preliminary financial information of the Company regarding event and operating performance from 31 March 2015 until submission date of the 247-4 form and opined that the Company is operating its normal business and there is no event that materially affect the financial status of the Company, which deemed necessary to make additional adjustment to the net asset value of the Company. Considering the financial statement as at 3rd quarter ended on 30 September 2015, the Company’s shareholders’ equity decreased to 12,766 million baht, mainly due to the interim dividend payment.

Page 35 section 2 Adjusted Book Value Approach Original statement

Under this valuation approach, the Financial Advisor uses the shareholders' equity as stated in updated financial statements of the Company as of March 31, 2015 audited by the certified auditors and adjusted by major adjusting items as follow:

Asset Value Adjustment based on the major Asset valuation

- Summary of the asset and its valuation appraised by CBRE

Amended statement Under this valuation approach, the Financial Advisor uses the shareholders' equity as stated in updated

financial statements of the Company, prior to the date that Board of Directors’ meeting approved the proposal to shareholders’ meeting of the Company to consider the delisting of the Company’s securities from the Stock Exchange of Thailand and the date that Board of Directors’ meeting of WHA approved to make the Tender Offer (28 July 2015) , as of March 31, 2015 audited by the certified auditors and adjusted by major adjusting items as follow:

CBRE30 . . 58( ) 31 . . 58

Existing IE HEIE 723 2 060 HCIE 208 446 HCIE shophouse 42 66 HCIE 2 411 1 010 HRIL 569 1 000 HESIE 1 156 1 611 HSIL 172 256 ESIE 951 1 314 HESIE 2 1 496 3 611 Additional land adjacent to ESIE 249 518 Sub total 5 7 11 8 2 New Industrial Estate HESIE 2 Phase 2 1 776 1 960 Rayong 36 1 293 960 HESIE 3 1 156 2 190 Sub total 4 225 5 110

CBRE30 . . 58 ( ) 31 . . 58

Raw Land for Industrial Estate Raw Land for Industrial Estate 1 708 1 873Subtotal 1 708 1 873 Land for development Land for development 898 1 178Subtotal 8 8 1 178

Add Rim Mae Num 102 102Nang Lin Gee & Others 21+80 21+80 31 . . 58 ( ) +973Subtotal 203 1,176 Grand Total 13 011 21 229 ( ) 8 218

4

Asset Value Adjustment based on the major Asset valuation

- Summary of the asset and its valuation appraised by CBRE

Remark: Abbreviation of industrial estate HEIE - Hemaraj Eastern Industrial Estate (Map Ta Phut) HCIE - Hemaraj Chonburi Industrial Estate HCIE 2 - Hemaraj Chonburi 2 Industrial Estate HRIL - Hemaraj Rayong Industrial Land HESIE – Hemaraj Eastern Seaboard Industrial Estate

ESIE - Eastern Seaboard Industrial Estate (Rayong) HSIL - Hemaraj Saraburi Industrial Land HESIE 2 - Hemaraj Eastern Seaboard 2 Industrial Estate HESIE 3 - Hemaraj Eastern Seaboard 3 Industrial Estate Rayong 36 - Hemaraj Rayong 36 Industrial Estate

CBRE30 . . 58( ) 31 . . 58

Existing IE HEIE 723 2 060 HCIE 208 446 HCIE shophouse 42 66 HCIE 2 411 1 010 HRIL 569 1 000 HESIE 1 156 1 611 HSIL 172 256 ESIE 951 1 314 HESIE 2 1 496 3 611 Additional land adjacent to ESIE 249 518 Sub total 5 7 11 8 2 New Industrial Estate HESIE 2 Phase 2 1 776 1 960 Rayong 36 1 293 960 HESIE 3 1 156 2 190 Sub total 4 225 5 110

CBRE30 . . 58 ( ) 31 . . 58

Raw Land for Industrial Estate Raw Land for Industrial Estate 1 708 1 873Subtotal 1 708 1 873 Land for development Land for development 898 1 178Subtotal 8 8 1 178

Add Rim Mae Num 102 102Nang Lin Gee & Others 21+80 21+80 31 . . 58 ( ) +973Subtotal 203 1,176 Grand Total 13 011 21 229 ( ) 8 218

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Page 36Expanation for adjusted item Original statement

Adjusted item (unit: million baht) Book Value (million baht)

Appraised value by Independent

Appraiser (million baht)

Differences (million baht)

Cost of real estate development projects-net 13,010.82 21,228.69 8,217.87 Real estate for investment and rent - net 4,351.56 11,287.00 6,935.44 Asset held for sale - net 2,860.41 3,022.10 161.69 Total 20,222.79 35,537.79 15,315.00

Remark: Net asset held for sale appraised by independent appraisers including CBRE and JLL The valuation based on Adjusted Book Value Approach by adjusting the asset value with the market value appraised by CBRE and JLL resulted in the incremental in the asset appraisal value of approximately 15,315 million baht. However the Financial Advisor has reviewed the preliminary financial information of the Company considering the event and operating result that took place after 31 March 2011 until the date on which the offer document is submitted to the SEC. The Financial Advisor opined that the Company has been operating its normal business operation and there is no event that caused material impacts to the Company which deemed necessary for additional adjustment of the book value of the Company. Considering the financial statement as at 3rd quarter ended on 30 September 2015, the Company’s shareholders’ equity decreased to 12,766 million baht, mainly due to the interim dividend payment.

Page 37 Explanation on Adjusted Book Value Approach

Original statement The valuation using Adjusted Book Value Approach has adjusted the value of real estate in accordance with the appraised value by Independent Appraisers as most of the HEMRAJ’s assets are mainly real estate. However, this share evaluation method of HEMRAJ by adjusting the HEMRAJ’s book value of its assets with market price is inappropriate approach for this share valuation as it does not take into account the value of utility businesses, which account for the major portion of the Company’s asset and cash flow. Amended statement The valuation using Adjusted Book Value Approach has adjusted the value of real estate in accordance with the appraised value by Independent Appraisers as most of the HEMRAJ’s assets are mainly real estate. However, this share evaluation method of HEMRAJ by adjusting the HEMRAJ’s book value of its assets with market price is inappropriate approach for this share valuation as it does not take into account the value of utility businesses, which account for the major portion of the Company’s asset and cash flow. Financial Advisor did not adjust value of asset of utility business such as waterworks system (reservoir, water pipe), and electrical system (electric equipment). These assets have total value of approximately 1,400 million Baht and accounting for major portion of the Company’s income. However, under this valuation approach, these assets were not adjusted as the asset of utility business cannot be appraised to materially reflect its market value such as land or additional building.

6

Page 38 section 4 Market Comparable Approach and section 4.1 Price to Book Value Ratio Approach (P/BV Ratio) Original statement 4. Market Comparable Approach

In this approach, the share price is determined by comparing the financial ratio of companies having the comparable size and business operation with the Company. Moreover, the Financial Advisor opined that Price to Book Value Approach (P/BV Ratio) and Price to Earnings Ratio Approach (P/E Ratio) are proper financial ratios for evaluating the price of share of companies operating in Industrial estate, Real estate development for industrial purpose, Factory construction, Ready-built factories for sale and rent.

4. 1 Price to Book Value Ratio Approach (P/BV Ratio) The Price to Book Value Ratio Approach uses the book values per share of HEMRAJ as of March 31, 2015 Amended statement 4. Market Comparable Approach

In this approach, the share price is determined by comparing the financial ratio of companies having the comparable size and business operation with the Company. Market Comparable Approach compares the Company to other companies operating in the same business or comparable business. The comparison relies on the financial information including operating result and forecasted profitability of the Company as the basis for share price valuation. Moreover, the Financial Advisor opined that Price to Book Value Approach (P/BV Ratio) and Price to Earnings Ratio Approach (P/E Ratio) are proper financial ratios for evaluating the price of share of companies operating in Industrial estate, Real estate development for industrial purpose, Factory construction, Ready-built factories for sale and rent, Power generation business, and Water Utility Transmission, Production, And Distribution Business.

4. 1 Price to Book Value Ratio Approach (P/BV Ratio) The Price to Book Value Ratio Approach uses the book values per share of HEMRAJ as of March 31, 2015 which is during the same period as prior to the date that Board of Directors’ meeting approved the proposal to shareholders’ meeting of the Company to consider the delisting of the Company’s securities from the Stock Exchange of Thailand and the date that Board of Directors’ meeting of WHA approved to make the Tender Offer (28 July 2015) .

7

Page 42 summary of share price valuation using Price to Book Value Ratio Approach

Original statement

The Financial Advisor has opinions that HEMRAJ’s businesses are real estate development of industrial estate for sale having factory/warehouse for rent, utility services, and power businesses which are comparable to the 4 groups of the listed companies in the table above. The Financial Advisor, therefore, selected the listed companies that engage in industrial estate having factory/warehouse for rent, utility services, and power businesses which are comparable to those of HEMRAJ in order to compare the average P/E of the selected listed companies given by investors in the SET in order to determine the Company’s share price. Amended statement The Financial Advisor has opinions that HEMRAJ’s businesses are real estate development of industrial estate for sale having factory/warehouse for rent, utility services, and power businesses which are comparable to the 4 groups of the listed companies in the table above. The Financial Advisor, therefore, selected the listed companies that engage in industrial estate having factory/warehouse for rent, utility services, and power businesses which are comparable to those of HEMRAJ in order to compare the average P/E of the selected listed companies given by investors in the SET in order to determine the Company’s share price. The 4 business groups are equally weighted of 25% for each group because the Financial Advisor believes that in the future, the value of the HEMRAJ’s 4 businesses will not be significantly different among each other. Although, presently HEMRAJ’s industrial estate assets are largest but the majority of its liabilities are also allocated to industrial estate and the business is highly fluctuated in terms of revenues and profit.

Page 42 section 4.2 Price to Earnings Per Share Ratio Approach (P/E Ratio) Original statement The Price to Earnings Ratio Approach is applying the HEMRAJ’s expected net income per shares as of March 31, 2015 for the last 4 quarters, which is 0.27 baht per share, multiplying by the average Price to Earnings Ratio (P/E) of those listed companies in Subsection 4.1. The average P/E of the listed companies collected 15 – 180 days from July 22, 2015 respectively can be summarized below (180 days period is adequate in regard to market fluctuation). Amended statement The Price to Earnings Ratio Approach is applying the HEMRAJ’s expected net income per shares as of March 31, 2015 for the last 4 quarters, which is 0.27 baht per share, multiplying by the average Price to Earnings Ratio (P/E) of those listed companies in Subsection 4.1. The average P/E of the listed companies collected 15 – 180 days from July 22, 2015 respectively can be summarized below (180 days period is adequate in regard to market fluctuation). This is roughly during the same as period prior to the date that Board of Directors’ meeting approved the proposal to shareholders’ meeting of the Company to consider the delisting of the Company’s securities from the Stock Exchange of Thailand and the date that Board of Directors’ meeting of WHA approved to make the Tender Offer (28 July 2015).

8

Page 43 summary of Price to Earnings Per Share Ratio Approach (P/E Ratio) Original statement

The Financial Advisor has opinions that HEMRAJ’s businesses are real estate development of industrial estate for sale having factory/warehouse for rent, utility services, and power businesses which are comparable to the 4 groups of the listed companies in the table above same as Subsection 4.1 above. The Financial Advisor has, therefore, selected the listed companies that engage in industrial estate having factory/warehouse for rent, utility services, and power businesses which are comparable to those of HEMRAJ in order to compare the average P/E of the selected listed companies given by investors in the SET to determine the Company’s share price during 15 – 180 business days in retrospect from July 22, 2015. The 4 business groups are equally weighted of 25% for each group because the Financial Advisor believes that in the future, the value of the HEMRAJ’s 4 businesses will not be significantly different among each other. Although, presently HEMRAJ’s industrial estate assets are largest but the majority of its liabilities are also allocated to industrial estate and the business is highly fluctuated in terms of revenues and profit. Amended statement

The Financial Advisor has opinions that HEMRAJ’s businesses are real estate development of industrial estate for sale having factory/warehouse for rent, utility services, and power businesses which are comparable to the 4 groups of the listed companies in the table above same as Subsection 4.1 above. The Financial Advisor has, therefore, selected the listed companies that engage in industrial estate having factory/warehouse for rent, utility services, and power businesses which are comparable to those of HEMRAJ in order to compare the average P/E of the selected listed companies given by investors in the SET to determine the Company’s share price during 15 – 180 business days in retrospect from July 22, 2015. The 4 business groups are equally weighted of 25% for each group because the Financial Advisor believes that in the future, the value of the HEMRAJ’s 4 businesses will not be significantly different among each other. Although, presently HEMRAJ’s industrial estate assets are largest but the majority of its liabilities are also allocated to industrial estate and the business is highly fluctuated in terms of revenues and profit. Considering the Company’s operating performance in the past, approximately half of the Company’s revenue generated from its Utility service for industrial estate business and Power business (Business Group 3 and 4) while its main revenue generated from its industrial estates business (Business Group 1 and 2). Normally the revenue of business group 3 and 4 is related to the core business of Industrial estate and/or Factories for rent (Business Group 1 and 2). Moreover, based on the cash flow projection prepared by Financial Advisor, each of the 4 business group’s profitability is comparable. Therefore, considering profitability of each business group, Financial Advisor believes that in the future, the value of the HEMRAJ’s 4 businesses will not be significantly different among each other.

Page 45 Key Assumptions of the Cash Flow Projection for the Valuation of the HEMRAJ’s Shares Original statement

The Financial Advisor conducted interviews with the HEMRAJ’s management and/or financial officer of

HEMRAJ. Moreover, the Financial Advisor also received information from CB Richard Ellis (Thailand) Company

Limited and Jones Lang LaSalle (Thailand) Company Limited who acted as the Independent Appraisers. Besides, the

9

Financial Advisor received additional information of HEMRAJ and related companies which is disclosed publicly and

from the Stock Exchange of Thailand. The Financial Advisor perceived that the information from the 2 sources are

reliable and are not significantly different. Furthermore, as HEMRAJ engages in types of business which differ from one

another, Financial Advisor has conducted cash flow projection for each business separately. The valuation of each

business will then be combined under the Sum of the Part method, which is appropriate for valuation of company that has

high investment such as HEMRAJ which has many core businesses that matter to the value of the Company. This

valuation use the approach that is appropriate for each business to derives the value of each business such as Discounted

Cash Flow Approach and/or Market Comparable Approach and/or Adjusted Book Value Approach in order to derive the

value of common share of HEMRAJ as mentioned.

Amended statement

The Financial Advisor conducted interviews with the HEMRAJ’s management and/or financial officer of

HEMRAJ. Moreover, the Financial Advisor also received information from CB Richard Ellis (Thailand) Company

Limited and Jones Lang LaSalle (Thailand) Company Limited who acted as the Independent Appraisers. Besides, the

Financial Advisor received additional information of HEMRAJ and related companies which is disclosed publicly and

from the Stock Exchange of Thailand. The Financial Advisor perceived that the information from the 2 sources are

reliable and are not significantly different. Furthermore, as HEMRAJ engages in types of business which differ from one

another, Financial Advisor has conducted cash flow projection for each business separately. The valuation of each

business will then be combined under the Sum of the Part method, which is appropriate for valuation of company that has

high investment such as HEMRAJ which has many core businesses that matter to the value of the Company. This

valuation use the approach that is appropriate for each business to derives the value of each business such as Discounted

Cash Flow Approach and/or Market Comparable Approach and/or Adjusted Book Value Approach in order to derive the

value of common share of HEMRAJ as mentioned. In order to conduct share price valuation, Financial Advisor will

calculate share value of each business by calculating the difference between Net Present Value and Book Value of Assets

and/or Investment in each business. This will derive the price range of each business. Then it will be divided by total

amount of shares of the Company in order to determine price per share of each business, which will be summed up to

share price range of the Company. However the Financial Advisor did not directly determined the price of each business

by summing up allocated Asset, Liabilities, and Shareholders’ equity of each business, which is normal practice, because

the Common Use of Liabilities and Shareholders’ equity of each of the business so it cannot be clearly allocated. As such

Financial Advisor has to sum up the value of each business based on its proportion of asset and investment as a substitute.

The results of the 2 methods are not significantly differing from one another.

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Page 50 Appraised value prepared by Independent Appraiser Original statement

(unit: million baht) WACC NPV Book value Differences

Net Present Value of the Business 11.00% 17,305.92 -13,011.01 4,294.91



Appraised value by Independent Appraiser

21,228. -13,011.01 8,217. 8

Amended statement

In this valuation of the HEMRAJ’s Developing and Managing Industrial Estate Business, Financial Advisor determined value of the business by calculating the gap between Net Present Value and Book Value. This will derive the price range of the business. Then it will be divided by total amount of shares of the Company in order to determine price per share of HEMRAJ’s Developing and Managing Industrial Estate Business.

(unit: million baht) WACC NPV Book value

Business

Value




Appraised value by Independent Appraiser

21,228. -13,011.01 8,217. 8

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Page 56 Sensitivity Analysis of Enterprise Value from Other Factors Original statement

The Financial Advisor conducted the sensitivity analysis for the value of Developing Factory and Warehouse for

Rent Business by sensitized the discount factor increase/decrease 0.50%

Value of Developing Factory and Warehouse for Rent Business

Net Present Value of the Business

(unit: million baht) NPV Book Value Differences

WACC = 11.00% 10,893.59 -4,351.56 6,542.02

WACC = 11.50% (+0.50%) 10,225.81 -4,351.56 5,874.24

WACC = 10.50% (-0.50%) 11,651.12 -4,351.56 7,299.55

Asset Appraised value by Independent Appraiser 11,287.00 -4,351.56 6,935.44

Amended statement Sensitivity Analysis of Enterprise Value from Other Factors

The Financial Advisor conducted the sensitivity analysis for the value of Developing Factory and Warehouse for

Rent Business by sensitized the discount factor increase/decrease 0.50%. In this valuation of Developing Factory and

Warehouse for Rent Business, Financial Adviser determined value of the business by calculating the gap between Net

Present Value and Book Value. This will derive the price range of the business. Then it will be divided by total amount of

shares of the Company in order to determine price per share of HEMRAJ’s Developing Factory and Warehouse for Rent

Business.

Value of Developing Factory and Warehouse for Rent Business

Net Present Value of the Business

(unit: million baht) NPV Book Value Business Value

WACC = 11.00% 10,893.59 -4,351.56 6,542.02

WACC = 11.50% (+0.50%) 10,225.81 -4,351.56 5,874.24

WACC = 10.50% (-0.50%) 11,651.12 -4,351.56 7,299.55

Asset Appraised value by Independent Appraiser 11,287.00 -4,351.56 6,935.44

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Page 1 Sensitivity Analysis of Enterprise Value from Other Factors Original statement

The Financial Advisor conducted the sensitivity analysis for the valuation of Utility Service for Industrial Estate Business by sensitized the discount factor increase/decrease 0.50%. It can be summarized as follows:

Value of Utility Service for Industrial Estate Business

(Unit : million baht)

Net Present Value of the Business NPV Book Value Differences

WACC = 8.00% 8,577.66 -1,400.00 7,177.66

WACC = 8.50% (+0.50%) 7,915.90 -1,400.00 6,515.90

WACC = 7.50% (-0.50%) 9,343.87 -1,400.00 7,943.87

Amended statement

The Financial Advisor conducted the sensitivity analysis for the valuation of Utility Service for Industrial Estate Business by sensitized the discount factor increase/decrease 0.50%. It can be summarized as follows. In this valuation of Utility Service for Industrial Estate Business, Financial Adviser determined value of the business by calculating the gap between Net Present Value and Book Value. This will derive the price range of the business. Then it will be divided by total amount of shares of the Company in order to determine price per share of HEMRAJ’s Utility Service for Industrial Estate Business.

Value of Utility Service for Industrial Estate Business

(Unit : million baht)

Net Present Value of the Business NPV Book Value Business Value

WACC = 8.00% 8,577.66 -1,400.00 7,177.66

WACC = 8.50% (+0.50%) 7,915.90 -1,400.00 6,515.90

WACC = 7.50% (-0.50%) 9,343.87 -1,400.00 7,943.87

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Page 4 - 5 Sensitivity Analysis of Enterprise Value from Other Factors Original table

WACC

(%)

Value of Gheco One in the portion of HEMRAJ

(million baht)

Value of Other Power Plant

Projects (million baht)

Value of Power Business

(million baht)

Book Value (million

baht)

Differences

8.50% 12,892.18 1,046.82 13,939.00 -7,002.00 6,937.00

9.00% 12,525.91 993.49 13,519.40 -7,002.00 6,517.40

8.00% 13,278.98 1,103.83 14,382.81 -7,002.00 7,380.81

Amended statement

WACC

(%)

Value of Gheco One in the portion of HEMRAJ

(million baht)

Value of Other Power Plant

Projects (million baht)

Value of Power Business

(million baht)

Book Value (million

baht)

Business Value

8.50% 12,892.18 1,046.82 13,939.00 -7,002.00 6,937.00

9.00% 12,525.91 993.49 13,519.40 -7,002.00 6,517.40

8.00% 13,278.98 1,103.83 14,382.81 -7,002.00 7,380.81

Documents

4 December 2015 (Revised) on 9 December 2015. The Offeror and …wha.listedcompany.com/newsroom/221220151833500369E.pdf · 2015. 12. 22. · No. Jor 186/2558 21 December 2015 Subject: