PTT GLOBAL CHEMICAL PUBLIC COMPANY LIMITED AND SUBSIDIARIES FOR THE YEAR ENDED DECEMBER 31, 2021 NOTES TO THE FINANCIAL STATEMENTS - 38 - Delisting plan of securities of Vinythai Public Company Limited from being listed on the Stock Exchange of Thailand and a tender offer for delisting of securities On March 18, 2021, at the Extra Board of Directors' Meeting of the Company approved the collaboration between the Company and AGC Inc. about the delisting plan of securities of Vinythai Public Company Limited (“VNT”) from being listed on the Stock Exchange of Thailand (“SET”). The Company will make a complete tender offer for all ordinary shares of VNT, excluding its ordinary shares owned by the Company, of 889,154,755 shares, or equivalent to 75.02% of VNT's issued and paid-up share capital, for delisting of securities of VNT from being listed on the SET with tender offer price at Baht 39 per share. Currently, the Company is the major shareholder of VNT, direct shareholding of 296,038,689 shares, or equivalent to 24.98% of VNT's issued and paid-up share capital. AGC Inc. is the shareholder with the controlling power over VNT, direct shareholding of 696,663,509 shares, or equivalent to 58.78% of VNT's issued and paid-up share capital. Launching the tender offer for delisting of all securities of VNT by the Company, AGC Inc. had an intention not to sell all the common shares of VNT in which directly held by AGC Inc. Consequently, on December 21, 2021 the Company has already submitted the tender offer for the securities of VNT totalling 192,491,246 shares, when deducting the ordinary shares which AGC Inc. agreed not to sell, or equivalent to 16.24% of VNT's issued and paid-up share capital with the tender offer price at Baht 39 per share. Such transaction is expected to be completed in March 2022. The tender offer to delist the securities of VNT is a part of the restructuring process of chemicals business unit of the Company and AGC Inc. After the tender offer to delist the securities of VNT has been completed, the Company and AGC Inc. will support the amalgamation between VNT and a subsidiary under AGC Inc. to form a new company with a plan to offer the newly issued ordinary shares to the Company for further consideration after the amalgamation is completed. However, such amalgamation and capital increase will depend on the success of various conditions including seeking approval from the shareholders' meeting of the merger companies. Sale of an investment in Thai Eastern Top Seeds Oil Co., Ltd. On September 15, 2021, the Board of Directors' Meeting of the Global Green Chemicals Plc. (“GGC”), a subsidiary of the Company, approved to sell shares of Thai Eastern Top Seeds Oil Co., Ltd. (“TETSO”) in which GGC holding 30%. Subsequently, on January 13, 2022 GGC has completed the sales of shares in TETSO to a company amounting to Baht 1. Dynachisso Thai Co., Ltd. On July 31, 2020, Solution Creation Co., Ltd., a subsidiary, acquired 41.5% shares of Dynachisso Thai Co., Ltd. to advance in the PP compound engineering plastic business from Dynachem (Hong Kong) Limited. The subsidiary paid for the share purchase totalling Baht 293.82 million according to Share Sale and Subscription Agreement. The investment is aligned with the Company’s business strategy to enhance competitiveness and add value to products to meet customer's demands. 270 PTT GLOBAL CHEMICAL PUBLIC COMPANY LIMITED Form 56-1 One Report 2021
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