The Board of Directors of Noble Development Public Company Limited (SET: NOBLE) (excluding directors with conflicts of interest) and the independent financial advisor approved by the Securities and Exchange Commission disclosed their resolution through the Stock Exchange of Thailand to advise shareholders to not consider accepting the Tender Offer from Mr. Frank Fong Kuen Liang.
The Board of Directors is in agreement with the IFA’s opinion regarding the fairness of the Tender Offer Price and supporting information and has unanimously resolved to recommend that shareholders should consider not accepting the Tender Offer, based on the following reasons:
The review found that although the tender offer price of 2.32 baht per share is higher than the market price as of the tender offer announcement date, it does not fall within the fair value range as assessed by the adjusted book value method and the sum-of-the-parts method, which reflect the true value via the net present value of cash flows. The fair value range for the shares is between 4.56–7.50 baht per share, making the 2.32 baht per share offer significantly below the fundamental value.
Additionally, the Board expressed concerns regarding the stock’s liquidity, as the company’s average trading turnover is only 0.09% of total outstanding shares—lower than the Thai stock market index average of 0.53% per day—potentially decreasing further should many shareholders accept the tender offer. This could affect shareholders’ ability to sell shares after the end of the tender offer in terms of timing, volume, and desired price.
At the same time, the Board acknowledged that this tender offer price could be considered an opportunity for shareholders wishing to sell a large volume of shares, provided the intent to sell does not exceed the amount being offered. However, the Board emphasizes that shareholders should consider both the fundamental value and the market price. The share’s closing price as of December 15, 2025, stood at 2.18 baht per share, 6.03% below the tender offer price of 2.32 baht per share.
The Board also pointed out that the real estate market continues to face pressure from the slowing economy, high household debt, and declining consumer confidence—all risks that could affect the share price moving forward if shareholders reject this tender offer.
Previously, Mr. Frank Fong Kuen Liang submitted a voluntary partial tender offer for up to 205,412,054 shares, equivalent to 15% of NOBLE’s total voting rights. If the total submitted for sale exceeds the number offered to purchase, the shares will be allocated proportionally (Pro-rata method). The tender offer price is set at 2.32 baht per share, with the tender offer period between December 11, 2025, and January 19, 2026.
The Board’s opinion is only one component to assist shareholders in their consideration. Each shareholder is advised to carefully review all relevant information, including the opinion of the IFA, before making a final decision. Ultimately, the decision to accept or not accept the Tender Offer rests solely with the discretion of each shareholder.
