The Investment Disposition of the TBANK
Attachment 1
Attached for the letter TCAP.MDO 079/2007
Information on the Acquisition or Diposal of Assets
By Thanachart Capital Public Company Limited
29 March 2007
Subject To inform the Investment Disposition in Thanachart Bank Public
Company Limited (Subsidiary Company)
To The President
The Stock Exchange of Thailand
Subject to Thanachart Capital Public Company Limited "The Compnay" entered
into the contractual agreements relating an agreement on the sale common
shares of Thanachart Bank Public Company Limited "The Bank", a subsidiary,
which is held 99.36% by The Company to The Bank of Nova Scotia Asia Limited
"Scotiabank" which 100% of its shares are held by The Bank of Nova Scotia.
Thus, we would like to inform the details of such distposition as follow:
1. the related contractual parties
Name Relationship with the
listed company
Buyer : The Bank of Nova Scotia
Asia Limited "Scotiabank" -none-
Seller : Thanachart Capital
Public Company Limited
"The Company" The listed company
2. General details of the matter
The Company has disposed some of the common shares of The Bank amounted
to shares 157,130,216, accounted for 10.77%, which, in present, equaled to
99.36% of the paid up capital of The Bank held by The Company to Scotiabank,
which has no relationship with The Company. Thus, Scotiabank agreed to
entering purchasing the common shares from The Bank in accordance with the
resolution to specific allocation and the Bank already informed the Stock
Exchange of Thailand "SET" at 29 March 2007. Such agreement has a purpose to
The Bank sell the common shares amounted 276,263,200 shares or equaled to
15.93% of the paid up shares after the capital increase. Therefore, at that
time, The Bank shall has the paid up shares amounted to shares 1,734,619,292.
Thus, such matter is not entered into the connected transaction that in
accordance with the Notification of SET subject to The Disclosure of
Information and Action of Listed Companies with regard to Connected
Transaction, 2003.
3. The expecting date of the disposition
This matter shall take place in mid of 2007, after the permission from the
Bank of Thailand. Such regard shall be together proceeded with The Bank
disposal of its common shares issued for capital increase amount to
276,263,200 shares to the similar shareholders.
4. The detail of assets disposition
- Company's name Thanachart Bank Public Company Limited
- Business operation Financial Institution, Commercial Bank
- Registered and paid up capital Baht 14,583,560,920 amount to
1,458,356,092 shares
- Value Baht 10 per share
- Amount of shares selling 157,130,216 shares, amounted to 10.77% of
paid up shares before the capital increase
of The Bank, Through the amount of shares,
at present, is 1,458,356,092
- Selling price per share Baht 16.37
- Standard of the price fixing At the price of 1.57 times of the net
book value on 31 December 2006
-Total value of the assets
dispostion Baht 2,572,221,635.92
- Portion of shares holding
before disposition At present, it amounted to 99.36%,
which is the portion before the total
of the common shares that issued for
capital increase which shall disposed
to Scotiabank amounted to shares
276,263,200. Thus, then including the
matter which shall take place on the same
date, the portion of share-holding of
The Company before disposition shall
be amount to 83.54
- Portion of shares holding
after disposition If, at present, calculating the amount of
paid up shares of The Bank, the portion
after the disposition shall be 88.59%,
but when including the matter which
shall be sell by The Bank to Scotiabank,
The portion of The Bank's share-holding
of the Company after the disposition
shall amount to 74.48%
- Object of disposition for the strategic partner to join the
business management of The Bank to increase
efficiency in competition of
Thanachart Group
5. Size of matter
Such disposition of the common shares of The Bank has the amount under the
rate of 15% of the matter in accordance with the Notification of SET subject
to The Disclosure of Information and Other Acts of Listed Companies Concerning
the Acquisition and Disposition of Assets, 2004.
6. Advantage which the Company shall be gained.
In the financial business operation of Thanchart Group, The Bank is the
financial institution, which operate the commercial bank and other financial
business that gained the permission involving the introduction in business
of Securities, Fund Management, Insurance, Life Assurance and Leasing. Such
businesses have the selling channels and services through The Bank. Therefore,
If the Bank has the business alliance, which is the foreign financial
institution with the experience in managing the financial institution,
such matter shall exactly develop the financial business operation
potentiality of Thanachart Group.
7. Plan of spending the money which gain from the disposition
The purpose of this matter is for revolving capital of the business operation
8. Conditions
This matter shall gain the permission by the Bank of Thailand
9. Board of Directors Opinion
This Matter is in accordance with the share purchase agreement that its has
a purpose for enabling Scotiabank entering be the strategic partner and
management directing, thus, The Bank shall has the business alliance which
provide the financial service with potential promoting in products
development, services, operation system, information technology, enabling
more responding the demands of the customers, and increasing the competitive
potentiality
For the selling price, at the first part is not more than 24.99% of the paid
up capital of The Bank amounted to Baht 16.37 per share, equaled to 1.57 times
of the book value at the end of the year 2006. For the second part that were
held up 24.99% to 49% shall be parted into 2 period. First, Obligation Period,
shall purchase the shares at the price of Baht 1.6 times of the adjusted net
book-value per adjusted shares, and Call Period shall purchase the shares at
the price of Baht 1.7 times of the adjusted net book-value per adjusted shares.
The Board of Directors deemed it appropriate to propose the shareholders for
approval
List of The Bank's Board of Directors
1. Mr. Banterng Tantiwit
2. Mr. Suphadej Poonpipat
3. Miss Suvarnapa Suvarnaprateep
4. Mr. Narong Chivangkur
5. Mr. Vichit Yarnamorn
6. Mr. Kiettisak Meecharoen
7. Mr. Suvit Arunanondchai
8. Mr. Chaipatr Srivisarvacha
9. Mr. Bundit Cheevadhanarak
List of shareholders before disposition, at present
(before The Bank's capital increase)
1. Thanchart Capital amount of shares holding 1,449,042,809 shares at 99.36%
2. Minority shareholders amount of shares holding 9,313,283 shares at 00.64%
Total of shares 1,458,356,092 shares at 100.00%
List of shareholders after disposition (before The Bank's capital increase)
1. Thanachart Capital amount of shares holding 1,291,912,593 shares at 88.59%
2. The Bank of Nova Scotia Asia Limited amount of shares holding* 157,130,216
shares at 10.77%
3. Minority shareholders amount of shares holding 9,313,283 shares at 00.64%
Total of shares 1,458,356,092 shares at 100.00%
List of shareholders after Scotiabank purchased the common shares which
issued for capital increase of The Bank (The mid of 2007 approximately)
1. Thanachart Capital amount of shares holding 1,291,912,593 shares at 74.48%
2. The Bank of Nova Scotia Asia Limited amount of shares holding* 433,393,416
shares at 24.98%
3. Minority shareholders amount of shares holding 9,313,283 shares at 00.54%
Total of shares 1,734,619,292 shares at 100.00%
Please be informed accordingly and subsequently report to the public.
Yours Sincerely,
Thanachart Capital Public Company Limited
Suphadej Poonpipat
(Mr.Suphadej Poonpipat)
President and Chief Executive Officer
The Corporate Secretary Unit
Mrs. Natrakrita P. Swetpatchraporn, Tel. 0-2217-8160