Schedule of Shareholders' meeting
Subject : Schedule of Extra-General Meeting of
Shareholders
Date of Board resolution : 16-Jul-2024
Shareholder's meeting date : 03-Oct-2024
Beginning time of meeting (h:mm) : 16 : 00
Record date for the right to attend the : 09-Aug-2024
meeting
Ex-meeting date : 08-Aug-2024
Significant agenda item :
- Acquisition and disposition of assets
- To consider and approve the amalgamation between Intouch Holdings Public
Company Limited and Gulf Energy Development Public Company Limited
-To consider and approve (a) the acquisition of securities of Advanced Info
Service Public Company Limited by way of the conditional voluntary tender offer
for all securities of Advanced Info Service Public Company Limited and (b) the
acquisition of securities of Thaicom Public Company Limited by way of the
conditional voluntary tender offer for all securities of Thaicom Public Company
Limited
Venue of the meeting : By electronic media
Remark :
- Once the shareholders meetings of the Company and GULF resolve to approve the
Amalgamation, but there are Dissenting Shareholders, the Company and GULF shall
arrange for a purchase for each of the companies to purchase shares from the
Dissenting Shareholders at the last traded price on the SET immediately prior to
the date on which the shareholders' meeting of each company resolves to approve
the Amalgamation, which in case of the Company is the closing price of shares
of the Company traded on the SET on 2 October 2024 pursuant to Section 146
paragraph 2 of the PLCA (the "Purchaser"). If the Dissenting Shareholders do not
sell their shares to the Purchaser within 14 days from receipt of the offer
from the Purchaser, the Company and GULF will be able to proceed with the
Amalgamation, whereby such Dissenting Shareholders will become the shareholders
of NewCo upon completion of the registration of Amalgamation pursuant to Section
146 paragraph 2 of the PLCA. The Purchaser may purchase the shares during, or
after completion of VTO in ADVANC and VTO in THCOM.
-The Board has agreed in principle the payment of a special dividend to the
shareholders of the Company. This special dividend payment is part of the
Restructuring Transactions, and such special dividend will be paid from the
Company's retained earnings at a rate of THB 4.5 per share, totaling
approximately THB 14,430.1 million. Upon satisfaction of the key conditions to
the Amalgamation, the Board will call another Board meeting to further consider
and approve the exact amount of the special dividend, as well as determine the
Record Date and the payment date of the special dividend.
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Tender Offer
Subject : Tender offer
Listed company subject to tender offer : ADVANCED INFO SERVICE PUBLIC COMPANY
LIMITED (ADVANC)
Offeror :
1. Gulf Energy Development Public Company Limited (GULF)
2. Intouch Holdings Public Company Limited (INTUCH)
3. Singtel Strategic Investments Pte. Ltd.
4. Mr. Sarath Ratanavadi
Offer price
Common shares (baht per share) (Update) : 211.43
Tender offer : Not for delisting
Remark : The Tender Offer for Securities of
ADVANC (ADVANC VTO) is the conditional voluntary tender offer, which will only
be made upon the conditions precedent in respect of ADVANC VTO having been fully
satisfied or waived, as the case may be.
The initially agreed proportions of the Tender Offer between the Offerors are
specified in Enclosure 3 Part 1 Clause 3.1.3.
The Tender Offer price is subject to adjustments depending on the impacts
occurred to ADVANC from the following events:
1. payment of dividends to shareholders;
2. change of par value which results in increase or decrease in the number of
shares; and
3.granting of right to subscription of, or share warrants for, newly issued
shares transferable to existing shareholders in proportion to their
shareholding.
In addition, such Tender Offer price may as well be adjusted in accordance with
the criteria set out by the relevant laws or notifications, including the
notifications issued by the Capital Market Supervisory Board.
______________________________________________________________________
Tender Offer
Subject : Tender offer
Listed company subject to tender offer : THAICOM PUBLIC COMPANY LIMITED
(THCOM)
Offeror :
1. Gulf Energy Development Public Company Limited (GULF)
2. Gulf Edge Company Limited
3. Intouch Holdings Public Company Limited (INTUCH)
4. Mr. Sarath Ratanavadi
Offer price
Common shares (baht per share) : 11.00
Tender offer : Not for delisting
Remark : The Tender Offer for Securities of
THCOM (THCOM VTO) is the conditional voluntary tender offer, which will only be
made upon the conditions precedent in respect of THCOM VTO having been fully
satisfied or waived, as the case may be.
The initially agreed proportions of the tender offer between the Offerors are
specified in Enclosure 3 Part 2 Clause 3.1.3.
The Tender Offer price is subject to adjustments depending on the impacts
occurred to THCOM from the following events:
1. payment of dividends to shareholders;
2. change of par value which results in increase or decrease in the number of
shares; and
3.granting of right to subscription of, or share warrants for, newly issued
shares transferable to existing shareholders in proportion to their
shareholding.
In addition, such Tender Offer price may as well be adjusted in accordance with
the criteria set out by the relevant laws or notifications, including the
notifications issued by the Capital Market Supervisory Board.
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