PTT Announces a Major Shareholding Restructure, Acquiring Entire GPSC’s Shares from TOP

PTT Public Company Limited (PTT) has announced the shareholding restructure of PTT’ s power business (Restructuring Plan) by purchasing the entire shareholding of GPSC from TOP and transferring the entire business of Thaioil Power Company Limited to TOP.

 

PTT announced that its Board of Directors Meeting No. 8/ 2020 held on 20 August 2020 approved the shareholding restructure of PTT’ s power business (Restructuring Plan) by purchasing entire shareholding of Global Power Synergy Public Company Limited (GPSC) from Thai Oil Public Company Limited  (TOP) and transfer the entire business of Thaioil Power Company Limited to TOP.

The Restructuring Plan consists of PTT purchasing Thai Oil Public Company Limited (TOP)’s entire shareholding in Global Power Synergy Public Company Limited (GPSC)’s common shares (GPSC and TOP are subsidiaries of PTT) and the Entire Business Transfer of Thaioil Power Company Limited (TP) to TOP (TP is a subsidiary of PTT and TOP: PTT and TOP hold 26.00% and 74.00% of TP’s registered share capital, respectively).

 

PTT’s Board of Directors Meeting approved PTT to purchase TOP’s entire shareholding in GPSC, 8.91% of GPSC’s total paid-up capital, amounting to 251,173,540 shares with a par value of Baht 10.00 per share. The purchased value is approximately Baht 16,882 million. The price per share may be reduced by the dividend paid per share in case GPSC pays any dividend before the share transfer process. In addition, this transaction is required to be approved by TOP’s extraordinary shareholders meeting No. 1/2020 before the execution of such transaction.

At the time of this disclosure, PTT and TOP are currently negotiating and drafting the Share Purchase Agreement of GSPC’s common shares which is anticipated to be signed within 2020. After the Conditions Precedent, as specified in the Share Purchase Agreement, are completed, PTT will undertake the Share Acquisition Transaction.

 

In the meantime, PTT’s Board of Directors Meeting approved in principle of the Entire Business Transfer of TP to TOP with the approximate total TP’s value of Baht 26,773 million which may be subjected to an adjustment according to the market price as of the date of entire business transfer appraised by an independent appraiser and may be reduced by the dividend paid in case TP pays any dividend before the completion of the Entire Business Transfer.

TP’s Entire Business Transfer is the transfer of all assets, liabilities, rights, duties, and obligations that TP has on the day prior to the date of the Entire Business Transfer which includes the contracts and licenses that relate to and are used in TP’s business operations.

Additionally, after the Entire Business Transfer of TP to TOP, TP will cease its business operations, undergo dissolutions and start the liquidation process within the same accounting period as the Entire Business Transfer. After the completion of the liquidation, TP will distribute its assets to its shareholders, namely TOP and PTT (“Entire Business Transfer Transaction”).

In addition, this transaction is required to be approved by TOP’s extraordinary shareholders meeting No. 1/2020 before the execution of such transaction.

At the time of this disclosure, TOP and TP are currently negotiating and drafting the Entire Business Transfer Agreement which is anticipated to be signed within 2020. After the Conditions Precedent of TP to undertake the Entire Business Transfer Transaction, as specified in the Entire Business Transfer Agreement, are completed, TP will undertake the Entire Business Transfer Transaction.

 

The Restructuring Transaction will increase GPSC’s managerial flexibility and increase PTT’s shareholding in GPSC, in line with PTT’s shareholding in other business flagship companies. Currently, PTT, TOP, and TP own 22.81%, 8.91%, and 20.78% of GPSC’s issued shares, respectively. After the Restructuring Transaction, PTT will own 31.72% and TOP will own 20.78% of GPSC’s issued shares.

PTT’s Share Acquisition transaction will increase PTT’s shareholding in GPSC to more than 25.00% and PTT would have an obligation to make a tender offer of all GPSC’s securities. However, PTT and its related parties as per Section 258 of the Securities and Exchange Act B.E. 2535, namely TOP and PTT Global Chemical Public Company Limited (PTTGC), will maintain their overall shareholding in GPSC at 75.23% of total GPSC’s issued shares and there will be no change of control in GPSC.

Therefore, PTT submitted an application for a waiver to be exempted from the obligation to make the aforementioned tender offer to the Securities and Exchange Commission (SEC). As such, PTT received an application of the waiver from the SEC which has been granted a waiver on 17 August 2020.