Changes in Sub. S-hldr's Int (Section 138 of CA 2016)
FRASER & NEAVE HOLDINGS BHD |
Particulars of substantial Securities Holder
Name | TAN SRI CHAROEN SIRIVADHANABHAKDI |
Nationality/Country of incorporation | Thailand |
Descriptions (Class) | Ordinary shares |
Details of changes
No | Date of change | No of securities |
Type of Transaction | Nature of Interest |
23 Jun 2025 | 203,470,910 |
Others | Indirect Interest | |
Name of registered holder | Fraser and Neave, Limited | |||
Description of "Others" Type of Transaction | As stated |
Circumstances by reason of which change has occurred | Change in deemed interest |
Nature of interest | Indirect Interest |
Direct (units) | |
Direct (%) | |
Indirect/deemed interest (units) | 203,470,910 |
Indirect/deemed interest (%) | 55.475 |
Total no of securities after change | 203,470,910 |
Date of notice | 23 Jun 2025 |
Date notice received by Listed Issuer | 23 Jun 2025 |
Remarks : |
Deemed interest pursuant to Section 8 of the Companies Act 2016. On 23 June 2025, an internal restructuring of the interests held by Tan Sri Charoen Sirivadhanabhakdi ("Tan Sri Charoen") and the estate of the late Puan Sri Wanna Sirivadhanabhakdi ("Khunying Wanna's Estate") was carried out ("Internal Restructuring"). Prior to the Internal Restructuring: (i) Charoen Num Sub 1 Co., Ltd. ("CN1") was incorporated and was wholly owned by Tan Sri Charoen and Siriwana Co., Ltd. ("Siriwana"). (ii) Tawee Pattanasub 3 Co., Ltd. ("TP3") was incorporated and was wholly owned by CN1 and Tawee Pattanasub 7 Co., Ltd. ("TP7"). (iii) TP7 was incorporated and was wholly owned by TP3 and CN1. As part of the Internal Restructuring, the following transactions were effected: (i) Tan Sri Charoen Sirivadhanabhakdi and Khunying Wanna's Estate has each transferred their 369,750,000 shares in Siriwana to TP7; (ii) Shiny Treasure Holdings Limited has transferred 710,499,999 shares in Siriwana to TP7 and 1 share in Siriwana to TP3; (iii) Opulent Business Solutions Pte. Ltd. ("OBS") purchased 4,900 shares in TP3 from CN1 and 4,900 shares in TP7, following which OBS will hold 49% shares in TP3 and TP7, respectively; (iv) CN1 purchased 1 share in TP3 from TP7, following which CN1 will hold 51% shares in TP3; (v) TP3 purchased 1 share in TP7 from CN1, following which TP3 will hold 51% shares in TP7; (vi) Tan Sri Charoen and Siriwana has transferred all of his/its ordinary shares in CN1 to Thapana Sirivadhanabhakdi, Atinant Bijananda, Wallapa Traisorat, Thapanee Techajareonvikul, Panote Sirivadhanabhakdi, and each holding 20% voting shares in CN1; and (vii) Thapana Sirivadhanabhakdi, Atinant Bijananda, Wallapa Traisorat, Thapanee Techajareonvikul, Panote Sirivadhanabhakdi have executed a shareholders' agreement ("SHA") among themselves and has conferred Tan Sri Charoen the authority to make all decisions in respect of the business and assets of CN1, including in relation to the acquisition or disposal of interests in Thai Beverage Public Company Limited ("THBEV"), (collectively, the "Transactions"). The Transactions were completed on 23 June 2025, following which Tan Sri Charoen now ceases to hold any shares in CN1. Notwithstanding that Tan Sri Charoen no longer holds any shares in CN1, he is deemed interested in CN1 by virtue of Section 8(4)(a) of the Companies Act 2016, due to his control over all decisions in respect of the business and assets of CN1 granted to him via the SHA. CN1 holds 51% voting shares in TP3. TP3 holds 51% voting shares in TP7. TP7 holds 100% voting shares in Siriwana. Siriwana holds 100% voting shares in Siriwanan Co., Ltd. ("Siriwanan") and 45.24% voting shares in Thai Beverage Public Company Limited ("THBEV" and its voting shares, "THBEV Shares"). Siriwanan holds 20.60% THBEV Shares. THBEV holds 100% voting shares in International Beverage Holdings Limited, which in turn holds 100% voting shares in InterBev Investment Limited ("IBIL"). IBIL holds 69.62% voting shares in Fraser and Neave, Limited ("FNL" and its voting shares, "FNL Shares"). FNL holds 203,470,910 ordinary shares (which represents 55.47% of the voting shares) in Fraser & Neave Holdings Bhd ("FNHB"). |
Announcement Info
Company Name | FRASER & NEAVE HOLDINGS BHD |
Stock Name | F&N |
Date Announced | 23 Jun 2025 |
Category | Change in the Interest of Substantial Shareholder Pursuant to Section 138 of CA 2016 |
Reference Number | CS2-20062025-00155 |