The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended.
This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of an offer to sell, any securities.
ADVANCE AGRO PUBLIC COMPANY LIMITED`
(Incorporated in Thailand)
ANNOUNCEMENT
RESULTS OF TENDER OFFER AND CONSENT SOLICITATION AS AT EXPIRATION DATE
The Board of Directors (the"Board") of Advance Agro Public Company Limited (the "Company") refers to its announcements dated 18 November 2009, as amended, in relation to its tender offer (the "Tender Offer") to purchase for cash a portion of its outstanding US$144,055,000 11 per cent. Senior Notes due 2012 (the "Notes") for an aggregate amount of up to US$73,500,000 (the "Tender Cap") which are listed on the official list of the SGX-ST and the related consent solicitation (the "Consent Solicitation") consents ("Consents") from the holders of the Notes ("Holders") to amend certain provisions of the Indenture dated 19 December 2005 (the "Indenture") in accordance with the terms and conditions contained in the offer to purchase and consent solicitation statement, dated 18 November 2009 (the " Offer to Purchase and Consent Solicitation Statement").
Capitalised terms used in this announcement (and not otherwise defined) bear the same meaning as used in the Offer to Purchase and Consent Solicitation Statement.
The Board wishes to announce that, according to the information provided by the Information, Tender, and Consent Agent (as defined below), holders of US$40,765,000 in aggregate principal amount of the Notes have validly tendered and not withdrawn their Notes in the Tender Offer. Pursuant to the Offer, the Company will accept all such tendered Notes and such tendered Notes will be purchased at US$1,020 for each US$1,000 principle amount of Notes validly tendered and accepted. The Company expects to pay the applicable tender offer consideration to Noteholders who have validly tendered their Notes in the Tender Offer on or about 9 March 2010. Following the repurchase of the Notes tendered in the Tender Offer, US$103,290,000 in aggregate principal amount of the Notes will remain outstanding.
As the Company has not received the Requisite Consent and waiving in its sole discretion the Indenture Condition, the terms and conditions of the Indenture will not be amended.
GBR Information Services is acting as information, tender, and consent agent (the "Information, Tender, and Consent Agent") in connection with the Tender Offer and Consent Solicitation. Copies of the Offer to Purchase and Consent Solicitation Statement may be obtained from the Information, Tender, and Consent Agent at 230 East 48th Street, New York, New York 10017, United States of America.
THIS ANNOUNCEMENT IS NOT AN OFFER TO PURCHASE, A SOLICITATION OF AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY SECURITIES. AN OFFER MAY ONLY BE MADE PURSUANT TO THE TERMS OF THE OFFER TO PURCHASE.
HKG-1-817923-v7C 20-40459434
BY ORDER OF THE BOARD
Xanxana Ratanopas
2 March 2010
The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended) unless they are registered or exempt from registration. There will be no public offer of securities in the United States. The Tender Offer is only being made to and the Offer to Purchase and Consent Solicitation Statement is only available to persons to whom it is lawful to make an invitation to participate in the Tender Offer.
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The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended.