GULF Expects Same-Day Tender Offer for INTUCH-ADVANC, Lowering ADVANC Price to Bt120.93

Gulf Energy Development Public Company Limited (GULF) has announced that the company is expecting to make a tender offer for Intouch Holdings Public Company Limited (INTUCH) and Advanced Info Service Public Company Limited (ADVANC) at the same time.

 

The decision is to avoid an impact that may cause fluctuations in share prices and trading volumes of ordinary shares in ADVANC and to minimize confusion to the shareholders of ADVANC if the company would have to launch a tender offer for all securities in ADVANC in accordance with the Chain Principle during the period close to the Tender Offer for Securities of INTUCH.

 

After approval of the Extraordinary General Meeting of Shareholders is obtained, GULF stated that the company may invest in the ordinary shares in INTUCH through such trading on the SET at prices being traded on the SET or any other means in the period before and after the Tender Offer for Securities of INTUCH in accordance with the Relevant Laws.

 

The company will proceed to make the Tender Offer for Securities of INTUCH when the conditions precedent stipulated by the company are satisfied or are waived by the company, whether in whole or in part.

In this regard, GULF will submit the Announcement of Intention to Make a Tender Offer and/or the Tender Offer for Securities Form within three business days in accordance with the regulations of the SEC.

 

If GULF is granted relevant waivers of the obligation to make a tender offer for all securities of ADVANC in accordance with the Chain Principle and the procurement of source of funds to be used in making the tender offer for all securities of ADVANC from the SEC, the company will proceed to commence a voluntary tender offer for all securities in ADVANC at the same time that the company launches the Tender Offer for Securities of INTUCH with the period of the tender offer for all securities of ADVANC longer than the period of the Tender Offer for Securities of INTUCH.

 

On the assumption that all of the outstanding warrants are exercised and converted into ordinary shares in INTUCH of 1,268,956 shares at the relevant exercise prices, it will result in an increase in the shareholders’ equity of INTUCH in accordance with the amount of such warrants that are exercised and, as a result, a tender offer price based on the Chain Principle according to the calculation above will be THB 120.78.

However, GULF did not make references to the tender offer price of THB 120.78 per share for this purpose but uses the information of the consolidated financial statements as of 31 March 2021 as the basis of the above calculation, which results in the tender offer price of THB 120.93 per share in order to obtain the highest transaction size from the basis of total value of consideration on a conservative basis.