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FURTHER INCREASE IN TENDER CONSIDERATION AND FOURTH EXTENSION OF EXPIRATION DATE IN RELATION TO THE TENDER OFFER OF OUTSTANDING SENIOR NOTES DUE 2012 OF ADVANCE AGRO PUBLIC COMPANY LIMITED

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. An offer to participate in the Tender Offer and Consent

Solicitation (as defined below) may only be made pursuant to the terms of the Offer to Purchase and Consent Solicitation Statement (as defined below).

 

ADVANCE AGRO PUBLIC COMPANY LIMITED

(Incorporated in Thailand)

 

ANNOUNCEMENT

FURTHER INCREASE IN TENDER CONSIDERATION AND FOURTH EXTENSION OF

EXPIRATION DATE

 

The Board of Directors (the "Board") of Advance Agro Public Company Limited (the "Company") refers to its announcement dated 18 November, 3 December, 4 December, 16 December and 31 December 2009, and 15 January 2010 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.

 

Contemporaneous with the Tender Offer, the Company is also soliciting (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"). All Holders of the Notes that tender their Notes pursuant to the Tender Offer are obligated to deliver their Consents to amending the Indenture, in accordance with the offer to purchase and consent solicitation statement dated 18 November 2009 (the "Offer to Purchase and Consent Solicitation Statement") issued by the Company.

 

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 the Company has extended the expiration date in respect of its previously announced Tender Offer and Consent Solicitation for the Notes to 5:00 p.m., New York City time, on 16 February 2010 (the "New Extended Expiration Date"), unless further extended or earlier terminated, from 5:00 p.m., New York City time, on 1 February 2010.

 

The Board further wishes to announce that the tender consideration for each US$1,000 principal amount of Notes validly tendered and accepted for payment will be equal to the amount not greater than US$1,030 nor less than US$980 (the "New Increased Tender Consideration"), with the exact price to be paid to be determined by the "Modified Dutch Auction" procedure described in the Offer to Purchase and Consent Solicitation Statement. Holders who have previously validly tendered the Notes do not need to retender their Notes or take any other action in response to this amendment to be eligible to receive the New Increased Tender Consideration. If the Notes are accepted for payment pursuant to the Offer, Holders that validly tendered their Notes at or prior to the Early Tender Date will, on acceptance of such tenders, receive the New Increased Tender Consideration plus the Early Tender Payment on the Payment Date. Holders that validly tender their Notes after the Early Tender Date, but at or prior to the New Extended Expiration Date, will, on acceptance of such tenders, receive only the New Increased Tender Consideration on the Payment Date.

 

All other terms of the Tender Offer and Consent Solicitation remain the same and are set out in the Offer to Purchase and Consent Solicitation Statement.

 

The Tender Offer and Consent Solicitation will expire on New Extended Expiration Date, unless such date is further extended or earlier terminated. An appropriate announcement will be made by the Company if the Tender Offer and Consent Solicitation are further extended. Withdrawal rights will expire at New Extended Expiration Date, unless such date is further extended.

 

If the aggregate principal amount of the Notes validly tendered in the Tender Offer and not

withdrawn is equal to or less than the Tender Cap, then all such tendered Notes will be purchased at the applicable consideration therefor. If the aggregate principal amount of the Notes validly tendered in the Tender Offer and not validly withdrawn exceeds the Tender Cap, then the principal amount of the Notes that is purchased in the Tender Offer will be reduced on a pro rata basis such that the total principal amount of the Notes purchased in the Tender Offer does not exceed the Tender Cap.

 

As of 5:00 p.m., New York City time, on 1 February 2010, approximately US$49,815,000 aggregate principal amount of Notes had been validly tendered which represent approximately 34.58 per cent. of the outstanding principle amount of the Notes.

 

The obligation of the Company to consummate the Tender Offer is subject to the satisfaction of certain conditions set out in the Offer to Purchase and Consent Solicitation Statement. Subject to applicable law, the Company may in its sole discretion waive any condition applicable to the Tender Offer and Consent Solicitation, increase or decrease the Tender Cap, terminate, extend or amend the Tender Offer and Consent Solicitation, and delay accepting any or all of the Notes.

 

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 by e-mail request to This email address is being protected from spambots. You need JavaScript enabled to view it. , or via telephone at (212) 644-1772.

 

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.

 

BY ORDER OF THE BOARD

Xanxana Ratanopas

1 February 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.