TFEX

27 Aug 2024 17:29

Notification of Adjustment of Tender Offer Price in the Conditional Voluntary Tender Offer for All Securities of Advanced Info Service Public Company Limited which is a part of the Restructuring Transactions (Revised Template)

Product INTUCH Source INTUCH
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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. ______________________________________________________________________ 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. ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand has no responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement.