Noble Development Public Company Limited (SET: NOBLE) has announced the receipt of a Letter of Intent (LOI) from Mr. Frank Fung Kuen Leung regarding a voluntary partial tender offer (PTO) for its shares, signaling a strategic move to deepen his investment in Thailand’s property development sector.
The LOI, dated 5 September 2025, outlines Mr. Frank’s plan to launch the PTO through a wholly owned entity (the “Offeror”). A seasoned property development executive, Mr. Frank has served as Director, Second Vice Chairman, and Co-Chief Executive Officer of NOBLE since 2018. He currently is the second largest shareholder, holding a 19.46% stake in NOBLE through Raffles Nominees (Pte) Limited, equivalent to 266,522,177 shares, alongside 153,261,088 units of NOBLE-W3 warrants.
Under the proposed PTO, Mr. Frank intends to acquire up to 205,412,054 shares, representing 15% of Noble’s total voting rights, at an offer price of THB 2.32 per share, a 4.5% upside from the latest closing price of NOBLE. The price also represents a premium over Noble’s 15-day weighted average market price prior to the LOI, which stood at THB 1.97. In the event of oversubscription, shares will be allocated on a pro-rata basis among tendering shareholders.
According to the announcement by NOBLE, the move is part of Mr. Frank’s long-term strategy to strengthen his strategic partnership with NOBLE by increasing his equity stake. He plans to leverage international networks, enhance upstream expertise across the development value chain, expand services income, and further diversify NOBLE’s offerings. The increased shareholding is intended to give him greater influence in supporting NOBLE’s strategic development and governance.
Following completion, Mr. Frank’s shareholding, together with related parties, would not exceed 34.46% of NOBLE’s total voting rights (471,934,231 shares). Even if all warrants were later exercised, his holding would remain below 41.06%. Importantly, he has committed not to exercise any warrants during the PTO period to ensure compliance with SEC regulations on partial tender offers by remaining below the 50% threshold.
Mr. Frank has emphasized that he does not intend to alter NOBLE’s business objectives, financial policies, dividend policy, or listing status on the Stock Exchange of Thailand (SET). His approach is focused on reinforcing the company’s existing management and operational strengths.
The PTO remains subject to several conditions, including shareholder approval (excluding the Offeror and related parties), SEC waiver approval, financing arrangements, and the absence of any material adverse effect on NOBLE’s business.
At its meeting on 7 September 2025, NOBLE’s Board of Directors acknowledged the LOI and resolved to submit the PTO proposal for shareholder consideration. An Extraordinary General Meeting (EGM) No. 1/2025 has been scheduled for 30 October 2025, with the record date set for 23 September 2025.
