TCAP.MDO 278/ 2007
October 15, 2007
Subject Copy of the summary of the Tender Offer of Thanachart Bank Public Company Limited's shares.
To The President The Stock Exchange of Thailand
Attachment The summary of Tender Offer of Thanachart Bank Public Company Limited
Subject to Thanachart Capital Public Company Limited "the Company" had a resolution on July 24,2007, to purchase the securities of Thanachart Bank Public Company Limited "the Bank", fromevery shareholders of the Bank by tender offer and delisting the common shares of the Bank from the Stock Exchange of Thailand "SET". The offer price for TBANK ordinary shares is Baht 16.37 (Sixteen Baht Thirty Seven Satang) per share. This regard, it shall be proceeded after the Bank gains the permission for delisting its common shares from SET. On October 9, 2007, SET had permission for delisting the Bank's common shares.
The Company completely provided the Tender Offer of purchasing the Bank's securities and already submitted such regard to the Stock Exchange of Thailand, The Office of the Securities and Exchange Commission and the Bank's shareholders. In addition, The Company scheduled the period for shares purchasing from the Bank's shareholders within October 16 - December 20,2007, and assigned the Thanachart Securities Public Company Limited as the representative for purchasing. Then, we delivered the summary of Tender Offer of the Bank's shares. The details of this matter are appeared in the herewith attachment.
Please be informed accordingly and subsequently publish.
Yours Sincerely,
Thanachart Capital Public Company Limited
Anuwat Leungtawekul
(Mr.Anuwat Leungtawekul)
Authorized Person
Mr. Panupan Tuangthong
Corporate Secretary
Office Tel. 0-2217-8082
Tender Offer for Securities of
Thanachart Bank Public Company Limited
TO All securities holders of Thanachart Bank Public Company Limited
We, Thanachart Capital Public Company Limited ("TCAP" or "the Offeror"), hereby offer to purchase securities of Thanachart Bank Public Company Limited ("TBANK" or "the Company") in accordance with the terms set out below ("the Offer").
Part I
Summary of the Tender Offer
1. Tender Offer submission date:
15 October 20072. Tender Offeror:
Thanachart Capital Public Company Limited3. Tender Offer preparer:
Thanachart Securities Public Company Limited ("TNS")4. Purpose of the Tender Offer:
4.1 In order to comply with Stock Exchange of Thailand ("SET")'s regulations and rules of Delisting of Securities, 1999 according to the voluntary delisting from the Stock Exchange of Thailand which approved by Extraordinary General Meeting of Shareholders No. 1/2007 on 1 October 2007. In addition, SET approved the TBANK voluntary delisting on 9 October 2007 with condition that the Offeror has to cause the offer to purchase shares from stockholders for the period of 45 business days prior to the last trading day is fixed by SET.
4.2 In order to comply with Securities and Exchange Commission's notification no. KorJor 53/2545 Re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers dated 18 November 2002.
5. Type and class of securities offered to purchase:
The Offeror offers to purchase the ordinary shares of TBANK, which it does not presently own, which amount to 442,706,699 shares in total, each share with one voting right, representing 25.52 percent of total issued and paid-up shares, or 25.52 percent of total voting rights.(However, the Bank of Nova Scotia Asia Limited ("BNSAL") already stated its intention not to sell its 433,393,416 TBANK ordinary shares, representing 24.98 percent of total issued and paid-up share, through the Offer. Therefore, in the case that BNSAL does not sell TBANK shares as stated, the amount that the Offeror offers to purchase is 9,313,283 ordinary shares which accounting for 0.54 percent of total issued and paid-up shares.)6. Offer price:
The offer price for TBANK ordinary shares is Baht 16.37 (Sixteen Baht Thirty Seven Satang) per share ("Offer Price") to deliver by means of cash. Shareholders accepting this Offer are subject to the brokerage fee of 0.25 percent of the Offer Price and Value-added Tax (VAT) at the rate of 7 percent of the brokerage fee. Therefore, the net proceeds to the Shareholders is Baht 16.3262 (Sixteen point three two six two Baht) per share ("Net Offer Price").The Offer Price is
(/) the final Offer Price which will not be changed (unless falling within the condition prescribed in Clause 8).
( ) not the final Offer Price and the Offeror may change the Offer Price.
7. Tender Offer period:
Tender Offer period will be a total of 45 business days from 16 October 2007 to 20 December 2007 (the "Offer Period"). Shareholders accepting the Offer can submit the completed Tender Offer Acceptance Form together with the other required documents on the Offer Period during the hours of 9.00 a.m. to 4.00 p.m., which(/) is the final Offer Period and will not be extended (unless falling within the condition prescribed in clause 8).
( ) is not the final Offer Period and the Offeror may extend the Offer Period.
8. Conditions to amend the Tender Offer:
( ) No condition.
(/) Having the condition to amend the Offer as follow:
(/) The Offeror may reduce the Offer Price or extend the Offer Period upon an occurrence of any event or action which causes or may cause a material adverse effect to the assets or status of the Company during the Offer Period; or
( ) The Offeror may amend the Offer or extend the Offer Period in order to compete with the other offeror if there is another offeror who submits a competing Tender Offer during the Offer Period.
9. Conditions of cancellation of the Tender Offer:
The Offeror may cancel the Tender Offer upon the occurrence of one or more of the following events during the period between the submission of the Tender Offer document to the Office of the Securities and Exchange Commission ("the SEC") and the end of the Tender Offer period.9.1 Any event or action occurring, after the submission of the Tender Offer documents, to the SEC but before the end of the Tender Offer Period, which have or may have a material adverse effect on the Company's status or assets, and where such event or action is not the result of the Offeror's actions under the responsibility of the Offeror; or
9.2 Any events that cause the delisting of TBANK's shares from SET to cease.
10. The period that securities holders can revoke their tendered shares:
In this Tender Offer, The Offeree can choose to receive the share payment in the date specified as follow:10.1 To receive the payment from the sale of share after the tender offer period. The Offeree would receive the share payment on the third business days after the last date of the tender offer period which is on December 25, 2007. In this option, the Offeree can revoke their tendered shares by submit form of "Cancellation of Acceptance for Tender Offer of the Ordinary Shares" and other required documents during the hours of the Tender Offer Agent from 9.00 a.m. to 4.00 p.m. on business days in the period of 16 October 2007 to 13 November 2007 (totally 20 business days). Note that both dates are inclusive.
10.2 To receive the payment from the sale of share prior to date specified in 10.1, the Offeree would receive the share payment of the third business days after the date at which the Offeree submits the Tender Offer Acceptance Form. By selecting this option, the Offeror waives his/her cancellation right specified in 10.1.
After submitting the tender form, the Offeree cannot change the settlement option. In case the Offeree does not choose a payment process, it will be assumed the Offeree would like to be paid at the end of the tender period.
11. Source of funds to finance the Tender Offer:
Since, BNSAL already stated its intention not to sell its 433,393,416 TBANK ordinary shares,representing 24.98 percent of total issued and paid-up share, through the Offer. Therefore, the amount that the Offeror offers to purchase is 9,313,283 ordinary shares which accounting for 0.54 percent of total issued and paid-up shares. In case all remaining shareholders that hold 9,313,283 ordinary shares of TBANK accept the tender offer, the Offeror will require a total amount of approximately Baht 152.46 million to complete this Offer. The Offeror will use its working capital for a payment of the tendered sharesHowever, if BNSAL change its intention and sell 433,393,416 TBANK ordinary shares,representing 24.98 percent of total issued and paid-up share, through the tender offer, the Offeror will require additional cash of Baht 7,094.65 million. As the result, the Offeror will require a total amount of approximately Baht 7,247.11 million in total. In this case, the Offeror will use its working capital and also loans from the financial institutions to to complete this Offer.
As of June 30, 2007, the Offeror had total assets and shareholders' equity of Baht 309,067 million and Baht 24,207 million, respectively. This serves to illustrate that The Offeror has adequate source of funds to complete the Offer
TNS, as a Tender Offer Preparer, has considered the Offeror's sources of funds and believed that the Offeror has sufficient source of funds to conduct and complete this Offer.
12. Tender Offer Agent:
Venue for collection and submission of the Tender Offer Acceptance FormsName : Thanachart Securities Public Company Limited
Address : Operation and Business Support Department 444 MBK Tower 14th Floor (Zone AB) Phayathai Road, Wangmai, Pathumwan, Bangkok 10330 Thailand
Tel. : (662) 217 8888 Ext. 5970-5975
Fax : (662) 217 8625
Date of payment : In this Tender Offer, The Offeree can choose to receive the share payment in the date specified in Section 10