Attachment 2
TCAP.MDO. 079/2007
(Translation)
Information on the Acquisition or Disposal of Assets
by Thanaychart Capital Public Company Limited
March 29,2007
Re: Disclosure of information regarding the shares disposition of
subsidiaries to Thanchart Bank Public Company Limited
Attn: President, the Stock Exchange of Thailand
The Board of Directors of Thanachart Capital Public Company Limited
("Thanachart Capital Plc") No. 2/2550 dated February 28,2007 at 4.30 p.m.-
8.15 p.m. and No. 4/2550 dated March 29,2007 at 02.00 p.m. - 03.00 p.m.
resolved to approve that the Bank acquires all shares of eight companies
under the group which conduct financial and supporting businesses held by
Thanachart Capital Plc according to the Shareholding Restructuring Plan of
the companies in Thanachart Group to Thanachart Bank Public Company Limited
("Thanachart Bank Plc"). The transaction is considered an acquisition or
disposal of assets according to the Notification of Board of Governors of
the Stock Exchange of Thailand Re: Disclosure of Information and action of
Listed Companies with regard to Acquisition and Disposition of Assets, 2004
("the Notification"), which requires listed companies to prepare and disclosed
relevant information. Details of the disclosed information can be summarized
as follows:
1. Involved Contractual parties and relationship with the Company
Buyer: Thanachart Bank Public Company Limited
Seller: Thanachart Capital Public Company Limited
Relationship with the listed company: Thanachart Capital Plc is
Thanachart Bank's major shareholder, holding 1,449,042,809 shares
of the Bank which is accounted for 99.36 percent of the issued and
paid-up capital
2. Date of transaction or date of agreement to execute the transaction
The transaction was agreed on March 29,2007 and the purchase and sale
transaction is scheduled to take place in mid 2007 and is required
an approval from the Bank of Thailand.
3. The general characteristics of the transaction
The transaction is the disposal of shares in eight companies under
the Group's financial and other supporting businesses to the Bank.
Details of eight companies are as follows:
Companies Number of Shareholding
shares ratio
1.1 Thanachart Securities
Public Company Limited 1,499,999,930 99.99
1.2 Thanachart Fund Management
Company Limited 7,499,993 75.00
1.3 Thanachart Life Assurance
Company Limited 49,999,400 99.99
1.4 Thanachart Insurance
Company Limited 38,999,434 78.00
1.5 Thanachart Management
and Service Company Limited 599,993 99.99
1.6 Thanachart Legal and Appraisal
Company Limited 999,993 99.99
1.7 Thanachart Group Leasing
Company Limited 35,999,994 99.99
1.8 Thanachart Broker
Company Limited 9,999,000 99.99
Value of the transaction
Based on the calculation of the transaction value under the regulation
in Chapter 2, Base on the net after tax profit from the normal course
of business operations, the transaction has the highest value at 15
percent or higher but less than 50 percent. The transaction therefore
is classified as Type 2 under the Notification where a report must be
filed to the SET with a minimum of information as described in Annex
1 attached thereto and shareholders shall be notified within 21 days
from the date of disclosure of information to the SET.
4. Details of the purchased assets
Nature of business
4.1 Thanachart Securities Public Company Limited
Type of business: Securities business and brokerage
business for future trading1
Registered capital: Baht 1,700,000,000 divided into Baht 1,700,000,000
shares at Baht 1 par value per share
Issued and paid-up capital: Baht 1,500,000,000
At present, the Board of Directors of Thanachart Securities Public Company
Limited consists of five members as follows:
Name Position
1. Mr. Piyaphong Artmangkorn Chairman
2. Mr. Thienchai Charnchanayotin Independent Director
3. Mr. Nakarin Virameteekul Independent Director
4. Mrs. Asvini Tailanga Managing Director
5. Ms. Suvabha Charoenying Managing Director
Shareholders of Thanachart Securities Public Company Limited
Shareholders Number of Shareholding Relationship with
shares ratio (%) financial institutions
and companies within
the group
1. Thanachart Capital
Public Company
Limited 1,499,999,930 99.99 Major shareholder
2. Other shareholders 70 0.01 -
*All directors do not own the Company's shares.
4.2. Thanachart Fund Management Co,Ltd.
Type of business: Asset management business
Registered capital: Baht 100,000,000 divided into Baht 10,000,000
shares at Baht 10 par value per share
Issued and paid-up capital: Baht 100,000,000
At present, the Board of Directors of Thanachart Fund Management Co,Ltd.
consists of eight members as follows:
Name Position
1. Mrs. Suchada Pavananunt Chairman
2. Mrs. Jiraporn Puttharaksa Director
3. Mr. Narathorn Wongwiset Director
4. Mrs. Noossara Roonsamrarn Director
5. Mr. Nophadon Ruengchinda Director
6. Mr. Chatchai Parasuk Director
7. Mr. Boonchai Kiatthanavit Managing Director
8. Mr. Trakuljit Jittasaiyapan Managing Director
Shareholders of Thanachart Fund Management Co,Ltd.
Shareholders Number of Shareholding Relationship with
shares ratio (%) financial institutions
and companies within
the group
1. Thanachart Capital
Public Company
Limited 7,499,993 74.99 Major shareholder
2. Mrs.Suchada Pawananan 1 0.00 Director
3. Mr. Boonchai Kiartthanawit 1 0.00 Director
4. Mr. Trakuljit Jittasaiyapan 1 0.00 Director
5. Government Savings
Bank Plc 2,500,000 25.00 -
6. Other shareholders 4 0.00 -
4.3 Thanachart Life Assurance Co,Ltd.
Type of business: Life insurance business
Registered capital: Baht 500,000,000 divided into Baht 50,000,000
shares at Baht 10 par value per share
Issued and paid-up capital: Baht 500,000,000
At present, the Board of Directors of Thanachart Fund Management Co,Ltd.
consists of seven members as follows:
Name Position
1.Mr. Banterng Tantivit Chairman
2.Rear Admiral Witoon Saengsingkaeo Director
3.Mr. Kiettisak Meecharoen Director
4.Mr. Suphadej Poonpipat Director
5.Ms Suvarnapha Suvarnaprathip Director
6.Mr. Nophadon Ruengchinda Director
7.Mr. Chatchai Parasuk Managing Director
Shareholders of Thanachart Life Assurance Co,Ltd.
Shareholders Number of Shareholding Relationship with
shares ratio (%) financial institutions
and companies within
the group
1. Thanachart Capital
Public Company
Limited 49,999,400 99.99 Major shareholder
2. Other shareholders 600 0.01 -
*All directors do not own the Company's shares.
4.4 Thanachart Insurance Co,Ltd.
Type of business: Non-life insurance business
Registered capital: Baht 500,000,000 divided into Baht 50,000,000
shares at Baht 10 par value per share
Issued and paid-up capital: Baht 500,000,000
At present, the Board of Directors of Thanachart Fund Management Co,Ltd.
consists of nine members as follows:
Name Position
1. Mr. Boonrawd Bintasan Chairman
2. Mr. Banterng Tantivit Vice chairman
3. Mr. Prathueng Rodsribang Independent director
4. Mr. Matchima Kunchorn Na Ayudhya Independent director
5. Mr. Suphadej Poonpipat Director
6. Mr. Bundit Cheevadhanarak Director
7. Mrs. Noosara Runsamran Director
8. Mr. Chatchai Parasuk Director
9. Mr. Nophadon Ruengchinda Managing Director
Shareholders of Thanachart Insurance Co, Ltd.
Shareholders Number of Shareholding Relationship with
shares ratio (%) financial institutions
and companies within
the group
1. Thanachart Capital
Public Company
Limited 20,999,500 69.99 Major shareholder
2. Thanachart Bank
Public Company
Limited 3,000,000 10.00 Thanachart Subsidiary
3. Mr.Bannapot Damapong 6,000,000 20.00 -
4. Other shareholders 500 0.01 -
*All directors do not own the Company's shares.
4.5 Thanachart Management and Service Co,Ltd.
Type of business: Providing office management service
Registered capital: Baht 6,000,000 divided into Baht 600,000
shares at Baht 10 par value per share
Issued and paid-up capital: Baht 6,000,000
At present, the Board of Directors of Thanachart Management and Service
Co,Ltd. consist of five members as follows:
Name Position
1.Mr. Amorn Kitinartintranee Chairman
2.Mr. Vicha Kulkobkiat Vice Chairman
3.Mrs. Rambha Phoocha-um Director
4.Mr. Kornkrit Kamruengrit Director
5.Mr. Sanong Khumnuch Managing Director
Shareholders of Thanachart Management and Service Co, Ltd.
Shareholders Number of Shareholding Relationship with
shares ratio (%) financial institutions
and companies within
the group
1. Thanachart Capital
Public Company
Limited 599,993 99.99 Major shareholder
2. Other shareholders 7 0.01 -
*All directors do not own the Company's shares.
4.6 Thanachart Legal and Appraisal Co,Ltd.
Type of business: Providing legal and appraisal services to companies
within the financial business group of Thanachart
Capital Public Company Limited, other financial
institutions, specific financial institutions and the
Bank of Thailand
Registered capital: Baht 10,000,000 divided into Baht 1,000,000 shares at
Baht 10 par value per share
Issued and paid-up capital:Baht 10,000,000
At present, the Board of Directors of Thanachart Legal and Appraisal Co,Ltd.
consists of five members as follows:
Name Position
1.Mr. Bundit Cheevadhanarak Chairman
2.Mr. Atthavut Danthong Director
3.Mrs. Krisayanee Ratanachaicharn Director
4.Mr. Akaradach Vaidyakula Director
5.Mr. Sanong Khumnuch Managing Director
Shareholders of Thanachart Legal and Appraisal Co, Ltd.
Shareholders of Thanachart Management and Service Co, Ltd.
Shareholders Number of Shareholding Relationship with
shares ratio (%) financial institutions
and companies within
the group
1.Thanachart Capital
Public Company
Limited 999,993 99.99 Major shareholder
2.Other shareholders 7 0.01 -
*All directors do not own the Company's shares.
4.7 Thanachart Group Leasing Co,Ltd.
Type of business: Leasing business of all types of cars and
motorcycles
Registered capital: Baht 360,000,000 divided into Baht 36,000,000
shares at Baht 10 par value per share
Issued and paid-up capital: Baht 360,000,000
At present, the Board of Directors of Thanachart Group Leasing Co,Ltd.
consists of nine members as follows:
Name Position
1.Mr. Bundit Cheevadhanarak Director
2.Mr. Anuchat Deeprasert h Director
3.Mr. Yongyuth Asavasuwamsutee Director
4.Mr. Somkuan Chaicharoen Director
5.Mr. Songwut Chavalit Director
6.Mr. Pompet Rasanon Director
7.Mr. Chaowalit Kanjananont Director
8.Mr. Pichet Charoenjit Director
9.Mr. Mongkol Peanpitakkit Director
Shareholders of Thanachart Group Leasing Co,Ltd.
Shareholders Number of Shareholding Relationship with
shares ratio (%) financial institutions
and companies within
the group
1.Thanachart Capital
Public Company
Limited 35,999,994 99.99 Major Shareholder
2.Other shareholders 6 0.01 -
*All directors do not own the Company's shares.
4.8 Thanachart Broker Co,Ltd.
Type of business: Non-life insurance brokerage business and other
businesses deemed necessary for the conducting of the
insurance business for companies within the financial
group of Thanachart Capital Plc, other financial
institutions, specific financial institutions and the
Bank of Thailand
Registered capital: Baht 100,000,000 divided into Baht 10,000,000 shares
at Baht 10 par value per share
Issued and paid-up capital:Baht 100,000,000
At present, the Board of Directors of Thanachart Broker Co,Ltd. consists of
five members as follows:
Name Position
1.Mr. Bancha Cheerasarn Director
2.Mr. Trin Kanjanavathang Director
3.Mr. Pibul Vasinchatchawal Director
4.Mr. Wicha Surutkullwattana Director
5.Mr. Prasit Chachawalkijja Director
Shareholders of Thanachart Broker Co, Ltd.
Shareholders Number of Shareholding Relationship with
shares ratio (%) financial institutions
and companies within
the group
1. Thanachart Capital
Public Company
Limited 9,999,000 99.99 Major shareholder
2. Other shareholders 1,000 0.00 -
*All directors do not own the Company's shares.
5. Total value of the remuneration
The transaction's total value: Do not exceed than Baht 4,670 million
Method of payment: Cash
Terms and conditions of payment: Payment in one instalment as determined
by the parties
6. Value of the acquired assets
Companies Assets Liability Shareholder Book No.of propotion Book
(MB) (MB) Equity value paid share of Value
(MB) (MB) share investment per
share-
holding
(MB)
Thanachart
Securities
Public
Company
Limited 3,501.754 1,421.661 2,080.093 1.3867 1,499,999.930 100.00% 2,080.050
Thanachart
Life
Assurance
Co., Ltd 4,626.135 3,797.253 828.881 16.5776 49,999,400 100.00% 828.870
Thanachart
Insurance
Co., Ltd 2,359.861 1,764.971 594.889 11.8978 38,999,434 78.00% 464.007
Thanachart
Group
Leasing
Co., Ltd 3,013.700 2,620.549 393.150 10.9208 35,999,994 100.00% 393.149
Thanachart
Fund
Management
Co., Ltd 167.656 41.664 125.991 12.5991 7,499,993 75.00% 94.493
Thanachart
Broker
Co., Ltd 206.579 83.336 123.243 12.3243 9,999,000 99.99% 123.231
Thanachart
Management
and Service
Co., Ltd 28.386 11.755 16.631 27.7184 599,993 100.00% 16.631
Thanachart
Legal
and
Appraisal
Co., Ltd 21.398 9.841 11.558 11.5577 999,993 100.00% 11.558
Total 13,925.469 9,751.030 4,174.436 4,011.988
7. Criteria of the remuneration
The latest book value before the transaction occurred, which is either
endorsed by the company or audited by the audit (calculated from the book
value in 2006, plus the difference expected to cover the increase of book value
before the transaction.
8. Net profit after tax and special items which is part of the acquired assets
for two fiscal years prior to the transaction
Companies Assets Liability Shareholder Book Net Profit
(MB) (MB) Equity value 2005 2006
(MB) (MB) (MB) (MB)
Thanachart
Securities
Public
Company
Limited 3,501.754 1,421.661 2,080.093 1.3867 120.941 206.776
Thanachart
Life
Assurance
Co., Ltd 4,626.135 3,797.253 828.881 16.5776 100.904 102.471
Thanachart
Insurance
Co., Ltd 2,359.861 1,764.971 594.889 11.8978 73.360 28.400
Thanachart
Group
Leasing
Co., Ltd 3,013.700 2,620.549 393.150 10.9208 6.105 16.745
Thanachart
Fund
Management
Co., Ltd 167.656 41.664 125.991 12.5991 36.316 56.784
Thanachart
Broker
Co., Ltd 206.579 83.336 123.243 12.3243 2.158 13.951
Thanachart
Management
and Service
Co., Ltd 28.386 11.755 16.631 27.7184 1.465 1.852
Thanachart
Legal
and
Appraisal
Co., Ltd 21.398 9.841 11.558 11.5577 1.452 0.779
Total 13,925.469 9,751.030 4,174.436
9. Benefits the Company will get from the transaction
a. The transfer of all eight subsidiaries to Thanachart Bank Plc will create
a synergy within the group and better investment returns which should also
mean better returns to Thanachart Capital Plc, who, as Thanachart Bank's
shareholder, holds 99.36 per cent of its shares.
b. Thanachart Bank will become a funding source as its costs of fund will be
lower than that of Thanachart Capital Plc. The Bank is the commercial bank
which is eligible to raise funds toward on the public deposits and the issuing
bill of exchange which more liquidated and generated lower cost of funds.
Therefore, in case of subsidiaries would either increase capital or raise
funds in order to expand their businesses.
c. In case that the bank directly holds 75 percent of the paid-up shares of
the leasing company as the definition of the Bank of Thailand Regulatory.
The bank lends to the company without the limited amounts.
10. Expenditure plan
Money will be used as working capital within the Company.
11. Securities issued as payment for the asset
-None-
12. Approval from the Bank of Thailand
This transaction is classified as Type 2 (equivalent to 15 percent or higher
but lower than 50 percent) according to the SET's Notification. As a result,
Thanachart Capital Plc is required to prepare a report and disclose the
transaction to the SET where the report must contain, at a minimum, the
information as stated in Annex 1 attached thereto and where it must inform
shareholders within 21 days from the day the transaction is disclosed to the
Stock Exchange of Thailand without seeking any approval from shareholders.
In addition, the restructuring of the Thanachart Group by selling the shares
of its subsidiaries within the financial business group must be approved by
the Bank of Thailand, who is currently considering the matter.
13. In case of the business, which the listed company has invested, is held
by a related person in the listed companies, who held 10 percent of all voting
rights and related to that business. Explain reasons that the listed company
did not hold all numbers of shares of such business in stead of the related
person. Identify the prevention measures against any conflicts of interest
that may incur in the future.
The transaction by Thanachart Capital Plc does not have such characteristic.
14. Board of Directors' opinion
Since Thanachart Capital Plc currently holds 99.36 percent in the Bank's
shares, as a result, the fact that the shares of eight subsidiary companies
to be sold to the Bank, is priced on the basis of their book value,
is considered appropriate. Besides, the transaction has benefits as already
described under Clause 9. Shareholders are therefore deemed appropriate to
approve the transaction.
15. Opinion of the Audit Committee and/or bank directors which may be different
from the abovementioned
No directors or members of the Audit Committee have any different opinion
from the above.
Yours sincerely,
Thanachart Capital Public Company Limited
Mr. Supadej Poonpipat
President
Office of the President
Tel. 0-2217-8082
TCAP 61.75บาท
+1.00(1.65%)
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