No. TCAP.MDO. 079/2550
29 March 2007
Re: Notification of the signing of the Share Purchase Agreement in relation
to shares in Thanachart Bank and an Additional to the 2007 Ordinary
General Meeting's Agenda
To: The President
Stock Exchange of Thailand
Ref.: The Company's letter No. ThorChor.SorLorAor 051/2550, Re: Notification on
Resolution to Convening the Ordinary General Meeting of Shareholders and
Dividend Payment, dated 28th February 2007
Reference is made to Thanachart Capital Public Company Limited
("Company")'s notification on resolution to convening the 2007 Ordinary General
Meeting of Shareholders on 30th April 2007, with the attachment on details of
the agenda, sent to you.
Please be informed that the Company has been in an agreement with the Bank
of Nova Scotia ("SCOTIABANK") (in which the Bank of Nova Scotia holds 100
percent of the total paid-up capital) to enter into the Share Purchase Agreement
with respect to the common shares in Thanachart Bank Public Company Limited (the
"Bank"), a subsidiary where the Company holds shares in the portion of 99.36
percent of the paid-up capital. The contractual agreements relating such
agreement were executed on 29th March 2007. The Company's Board of Directors'
meeting No. 4/2550, held on 29th March 2007 at 14.00 - 15.00 hours, therefore,
resolved that the Company notify you of the information relating the Company
and the Bank 's key proceedings in relation to the purchase of shares and of
the additional of the Company's 2007 Ordinary General Meeting's agenda as the
followings.
1. The Company entered into the contractual agreements relating an agreement on
the sale of Thanachart Bank Public Company Limited's ordinary shares, with
SCOTIABANK, the key particulars is as follow:
SCOTIABANK has the intent to subscribe for the Bank's ordinary shares in the
portion of 49 percent of the paid-up capital. The subscription of which may
be proceeded into 1 or 2 stages, depending upon the approval of the
authority.
1) Procedures in subscription for the portion of no less than 24.99 percent
shall be done by:
- Purchase part of the ordinary shares in the Bank, from the Company, in
the amount not exceeding 157,130,216 shares, at Baht 16.37 pershare.
- Subscribing for the capital increase's ordinary shares, from the Bank,
in the amount not exceeding 276,263,200 shares, at Baht 16.37 pershare.
2) In the case where approval of the authority, in the acquisition of the
Bank's ordinary shares in the portion exceeding 24.99 to 49 percent, is
obtained, SCOTIABANK shall proceed to purchase all such additional
portion of shares, in entirety, from the Company, which shall be divided
into 2 stages.
- Obligation Period: SCOTIABANK shall purchase the shares at the price
of Baht 1.6 times of the adjusted net book-value per adjusted shares.
This period shall expire by December 2007, unless notification for the
extension is made within September 2007 - where such period is to be
extended to be until December 2008.
- Call Period: The Call Period will be valid for 4 years following
expiration of the Obligation Period, or approximately by December 2011
or December 2012, as the case may be. During this period, SCOTIABANK
shall purchase the shares at the price of Baht 1.7 times of the
adjusted net book-value per adjusted shares.
In respect of this business coalition, SCOTIABANK shall be the strategic
partner of the Bank, entitling to participate in the management of both the
director and the management levels, provided that such shares purchase is
conditional upon the following 3 conditions.
(1) Approval(s) of the relevant authority agencies must be obtained, in
relation to the shareholding in the Bank's shares.
(2) Approvals of the shareholders of the Company and the Bank, in entering
into this transaction, including the restructure of Thanachart's
finance business group, must be obtained, provided that transfer of
shares, to the Bank, in the 8 subsidiaries that undertake finance
business and supporting businesses must be made at the most recent
book-value prior to the purchase.
(3) During waiting for the outcomes of the considerations in approving
under (1) and (2), there must not incur any circumstance that has
material adverse effects against the Bank and its subsidiaries'
financial statuses and performances.
Therefore, the selling part of ordinary shares of the bank from the company
to Scotiabank is considered as the disposal of the securities in Thanachart
Bank Public Company Limited in which the Company is required to declose to
the Stock Exchange of Thailand as appears in Attachment 1.
2. The resolution consenting in principle was passed, in the respect that should
the undertaking to sell shares in Thanachart Bank Public Company Limited 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.
3. As per the resolution of Board of Directors approving in principle for the
disposal of the Company's investment in 8 subsidiaries to Thanachart Bank
Public Company Limited, the preliminary information of which the Company had
already disclosed to you on 28th February 2007.
The meeting resolved to fix the selling prices of ordinary shares in the 8
subsidiaries to be sold to the Bank at price of the most recent book-value
prior to sale of the shares, provided however that it shall have the
aggregate value not exceeding Baht 4,670 million. Such disposal of
investment is the restructure of Thanachart Group's internal management and
administration, which has no effect against the Company's financial status
and financial result. The maximum value of the transaction, calculated in
accordance with the basis of net profit, is equal to 15 per cent or more but
lower than 50 per cent of the Company's net asset value, falling under Class
2 Transaction under the aforementioned Notification of the Stock Exchange of
Thailand which requires to be informed to the shareholders and disclosed in
the information memorandum to the Stock Exchange of Thailand, as detailed in
Attachment 2.
4. The meeting resolved to fix the additional 2 agenda of the 2007 Ordinary
General Meeting of Shareholders into the one previously notified on 28th
February 2007 as follow.
4.1 To consider electing new directors to replace the directors who retires
by rotation.
4.2 To consider revisiting the amount of remuneration to be paid to the
Company's directors in 2007.
Consequently, the agenda of the 2007 Ordinary General Meeting of Shareholder
is as follow.
Agenda 1: To consider certifying the minutes of meeting of the 2006 Ordinary
General Meeting.
Board of Directors' Opinion: The meeting should approve such
minutes of meeting.
Agenda 2: To consider acknowledging the Company's 2006 operating result.
Board of Directors' Opinion: There should be reported to the
shareholders, for acknowledgment, the Company's 2006 operating
result.
Agenda 3: To consider the approval of the balance sheet and profit and loss
statement as of 31 December 2006, which were already audited by
the auditor and considered by the Audit Committee.
Board of Directors' Opinion: There should be proposed to the
meeting to approve the balance sheet and profit and loss statement
as of 31 December 2006, which were already audited by the auditor
and considered by the Audit Committee.
Agenda 4: To consider the allocation of profits and dividend payment as per
the 2006 operating result.
Board of Directors' Opinion: There should be proposed to the
meeting to approve the allocation of profits as per the 2006
operating result and to make dividend payment as follow.
(1) The legal reserve, at 5 per cent of the net profit, shall be
contributed in the amount equal to Baht 73,393,341.30.
(2) The dividend for the last six months of the year, 1 July - 31
December 2006, shall be paid at Baht 0.50 per share,
accounting to Baht 666,577,001.50.
Together with the interim dividend payment paid to the
shareholders on 27 October 2006, at Baht 0.30 per share, the
total dividend for the 2006 operating result shall be at Baht
0.80 per share, accounting to Baht 1,066,523,204.40.
Agenda 5: To consider acknowledging the payment of directors' remuneration
in 2006.
Board of Directors' Opinion: There should be reported, for
acknowledgment, to the meeting the payments of remuneration made
to certain committees in 2006.
Agenda 6: To consider electing directors to replace the directors who retire
by rotation.
Board of Directors' Opinion: The Board of Directors, with the
exclusion of the interested directors, agrees with the
recommendation of the Nomination Committee, to propose to the
meeting to re-electing the directors who retire by rotation to
serve the term of office for the other term as follow.
1. Mr. Banterng Tantivit
2. Mr. Phimol Rattapat
3. Mr. Somkiat Sukdheva
4. Mrs. Suchada Pavananunt
Agenda 7: To consider allocation of the financial reward for directors, as
per the 2006 operating result and re-visiting the amount of
remuneration to be paid to the Company's directors in 2007.
Board of Directors' Opinion: With the recommendation of the
Remuneration Committee, there should be proposed to the meeting to
consider:
1. To make payment of financial reward to directors at 1 percent
of the amount of dividend approved to be paid to shareholders,
as per the 2006 operating result (for the whole year), the rate
of which has been used since 1993.
2. To re-visit the amount of remuneration to be paid to the
Company's directors in 2007, the amount of which consisting
allowance and premium.
Agenda 8: To consider appointing the auditor and fixing the auditing fee
for 2007.
Board of Directors' Opinion: The Board of Directors agree with the
recommendation of the Audit Committee to propose to the meeting to
appoint Ernst and Young Company Limited, having any of the
following as an auditor to give opinion and signatory on the
Company's 2007 financial statements; it is also proposed that the
auditing fee be in the amount of Baht 1,850,000.
1. Miss Rattana Jala Certified Public Accountant No.3734; and/or
2. Mr.Narong Pantawong Certified Public Accountant No.3315; and/or
3. Miss Roongnapa Lertsuwankul Certified Public Accountant No.3516
Agenda 9: To consider the disposal of investment in the 8 subsidiaries to
Thanachart Bank Public Company Limited.
Board of Directors' Opinion: There should be proposed to the
shareholders to approve that the Company disposes investment in
the 8 subsidiaries to Thanachart Bank Public Company Limited,
provided that the Board of Directors will consider proposing
information relating such disposal to the shareholders in the
notice of meeting.
The 2007 Annual General Meeting will be convened on 30th April 2007, at
10.00 hour, at the venue of the Ballroom 2 - 3, Royal Orchid Sheraton; and the
share register book will be closed, for contemplation of attending right and
voting, on 9th April 2007 from 12.00 hour on ward, until the meeting is
adjourned.
Please kindly acknowledge and further disseminate to the public
accordingly.
Sincerely,
Thanachart Capital Public Company Limited
(Mr. Suphadej Poonpipat)
President & CEO
Attachment: 1. Information Memorandum re: notification on disposal of securities
in Thanachart Bank Public Company Limited
2. Information Memorandum re: notification on disposal of the 8
subsidiaries.
Strategy and Planning
Mrs. Natkrita P. Swetpatcharaporn Tel. 0-2217-8160
Corporate Secretary
Mr. Angkarn Praponpan Tel. 0-2217-8199 ext. 3027
Investment Relation