-Translation-
TCAP.MDO 134/2010
1 June 2010
Subject : Disclosure of Additional and Amended Information in the Tender Offer Form for the Securities of Ratchthani Leasing Public Company Limited
To: The President The Stock Exchange of Thailand
Pursuant to the submission of the Tender Offer Form (Form 247-4) on 26 April 2010 by Thanachart Bank Public Company Limited ("TBANK" or the "Offeror") and Thanachart Securities Public Company Limited as the Tender Offer Preparer (the "Tender Offer Preparer") with respect to the tender offer for the securities of Ratchthani Leasing Public Company Limited ("THANI" or "the Company"). As per your requested, TBANK and the Tender Offer Preparer are pleased to submit the following additional information:
1. Information in Part 1, Page 1 and Section 4: Objective of the Tender Offer
Amend from
According to the Notification of the Securities and Exchange Commission No. GorJor. 53/2545, any person and their related parties specified under section 258, who acquire 50 percent or more of the shares of a juristic person with more than 25 percent shareholding in a listed company has a controlling interest indirectly in the listed company (Chain Principle). As the Offeror acquired 47.58 percent of total paid-up capital of Siam City Bank Public Company Limited ("SCIB") from the Financial Institutions Development Fund ("the FIDF"), the Offeror has a significant control in SCIB ; thus indirectly control the Company via the shareholding in SCIB. The Offeror is obligated to make a tender offer for THANI shares. However, the Offeror do not have any definite plan in regards the shareholding/business structure of THANI after the completion of such tender offer. Nevertheless further consideration of this matter will be undertaken by the Offeror.
To
Any person and their related parties specified under section 258, who acquire 50 percent or more of the shares of a juristic person with more than 25 percent shareholding in a listed company or have power to control the management of the relevant entity through the nomination of a substantial number of directors on the board of directors of such entity, has a controlling interest indirectly in the listed company (Chain Principle). As of April 9, 2010, the Offeror acquired shares of Siam City Bank Public Company Limited ("SCIB") from the Financial Institutions Development Fund ("the FIDF"), and the board of directors of SCIB resolved to appoint the following representatives of the Offeror;
(1) Mr. Piyapong Artmangkorn
(2) Mr. Noppadol Ruend-Chinda
(3) Mr. Anuwat Luengtaweekul
(4) Mrs. Krisayanee Ratanachaicharn
(5) Mr. Sanong Kumnuch
(6) Mr. Attawut Danthong
to be directors in substitution of the resigned directors. As a result of the appointment of those representatives to be directors in SCIB board of directors, the board of directors had total of 7 members. Thus, the Offeror has a significant control in SCIB, who is a major shareholder of the Company with shareholding portion of 48.32 percent. In accordance with the indirectly control the Company via the shareholding and the nomination of directorship in SCIB, the Offeror is obligated to make a tender offer for THANI shares. However, the Offeror do not have any definite plan in regards the shareholding/business structure of THANI after the completion of such tender offer. Nevertheless further consideration of this matter will be undertaken by the Offeror.
Please be informed accordingly
Thanachart Capital Public Company Limited
Signature Panupan Tuangthong
(Mr. Panupan Tuangthong) Authorized Person