At TCAP.MDO.082/2550
March 30, 2007
Subject: Additional notification of the condition in subscription for
the ordinary shares of Thanachart Bank Public Company Limited
Attn: The President
The Stock Exchange of Thailand
Ref: The Company's letter at TCAP.MDO . 079/2550, Re: Notification of
the share purchase agreement in relation to shares in Thanachart
Bank and an additional to the 2007 ordinary general meeting's
agenda
Reference is made to Thanachart Capital Public Company Limited
("the Company")'s notification of the share purchase agreement in relation
to shares in Thanachart Bank Public Company Limited ("the Bank") between
the Company and The Bank of Nova Scotia Asia Limited (Scotibank), with the
details attached to you.
The Company would like to further notify the matter No.2 that the
Board of Director of the Company passed the resolution in the principle in the
respect that should the undertaking to sell shares in the Bank to Scotiabank
is completed as prescribed under the agreements. The Company shall undertake
to make a tender offer for all remaining shares in the Bank from all of the
other minority shareholders, at the price not less favorable than that
offered to Scotiabank at Baht 16.37 per share, as to de-listing the shares
in the Bank from the Stock Exchange of Thailand.
"..in the respect that should the undertaking to sell shares in
the Bank to Scotiabank is completed as prescribed under the agreements.." means
(1) The Bank of Thailand has approved the procedures in subscription
for the ordinary shares of the Bank to Scotiabank not more than 24.99 percent,
according to the matter No.1 of the reference notification.
(2) In the case that Scotiabank has completely bought ordinary shares
in the Bank no more than 24.99 percent.
(3) In respect of the procedures (1) and (2) are complete, the
Company will undertake to make a tender offer for all remaining shares to
de-list the shares in the Bank from the Stock Exchange of Thailand complying
to the rules and laws of the authorities.
If there is any further progress, the Company will inform the
investors through the Stock Exchange of Thailand.
However, according to this notification, there is the news reported
by daily newspaper that "After Scotiabank has already held 24.99 percent in
the Bank shares, the Bank will proceed to de-list both TBANK and TCAP from
the Stock Exchange of Thailand"
The Company would like to clarify that such news is incorrect and the
correct progress is the Bank will de-list its securities from the Stock Exchange
of Thailand when Scotiabank has already held the Bank's Shares as mentioned
above. The Company does not have the policy to de-list its securities (TCAP)
from the Stock Exchange of Thailand.
Please be informed accordingly.
Sincerely,
Thanachart Capital Public Company Limited
(Mrs. Natkrita P. Swetpatchraporn)
Senior Manager Corporate Secretary
Corporate Strategy and Planning Division
Tel. 0-2217-8160