GPSC-GLOW Amend Merging Condition, Targeting SPP 1 Sale Completion in Early 2019

Global Power Synergy Public Company Limited (GPSC) has made an announcement referring to the press release held on December 26, 2018 by the Office of the Energy Regulatory Commission (ERC) at which it was announced that ERC had resolved to approve, in principle, the proposed merger of GPSC and Glow Energy Public Company Limited (GLOW).

GPSC had submitted a new application for a merger with GLOW for the share acquisition transaction, both directly and indirectly, with respect to 1,010,976,033 GLOW shares (equivalent to 69.11% of the total issued shares of GLOW) (refer as Sale Shares) on December 18, 2018. GPSC has restructured the proposed transaction to be explicit for problem-solving in terms of reducing competition in the Map Ta Phut area.

 

GPSC acknowledges the approval in principle of the ERC. According to such press release by the Office of the ERC, the approval of the ERC is granted subject to a condition precedent that GLOW must sell Glow SPP 1 Co., Ltd. (SPP1) before or at the same time as the merger of GPSC and GLOW, and is awaiting the official resolution of the ERC. GPSC is pleased to comply with the conditions subsequent specified by the ERC in the press release and willing to promote fair competition in the energy business to create security and stability in providing energy services to the customers.

 

Accordingly, on this same day, GPSC and Engie Global Developments B.V. have entered into the agreement for amendment to the Share Purchase Agreement dated June 20, 2018, by including the sale of SPP1 as an additional condition precedent of the Share Purchase Agreement to be in accordance with the resolution of the ERC to be officially granted to GPSC.

The additional condition precedent specifies that GPSC shall purchase the Sale Shares and make a tender offer for all of the remaining GLOW shares upon the completion of the sale of SPP1. As such, the condition precedent under the Share Purchase Agreement has not yet been satisfied at this time.

 

As a consequence, GPSC and the relevant parties are working together to reflect all necessary changes in the contractual documentation as a result of this additional condition precedent and any necessary adjustment of the tender price of Glow’s shares will be disclosed to investors. GPSC expects that the relevant issues should be resolved in a relatively short period of time and that the sale of SPP1 should be completed by during the early of 2019.