Breaking News! GULF Expects to Tender INTUCH-ADVANC for Sustainable and Long-Term Returns

GULF has announced that the company is expecting to tender for all shares of INTUCH and ADVANC, while expecting to request SEC to grant a waiver of the obligation to make a tender offer for all securities of THCOM.

 

Gulf Energy Development Public Company Limited (GULF) stated that according to the meetings of the Board of Directors held on January 29, 2021 and March 18, 2021 which resolved to approve an increase in the aggregate investment in the ordinary shares in INTUCH from up to 15 per cent to up to 19 per cent of the total issued and paid-up shares in INTUCH. The company would like to notify of the progress of such investment that as of April 16, 2021 the company has invested in INTUCH’s ordinary shares amounting to 606,878,314, representing 18.93 per cent of the total issued and paid-up shares in INTUCH.

 

The board of director on April 16 has approved the company’s investment in all INTUCH’s ordinary shares through the conditional voluntary tender offer at the tender offer price of THB 65.00 per share and/or through trading on the Stock Exchange of Thailand (the SET) at prices being traded on the SET or any other means, under which the total investment value shall be within the maximum investment amount approved by the Extraordinary General Meeting of Shareholders and under relevant laws and regulations of the Office of the Securities and Exchange Commission (the SEC) and the SET (the Relevant Laws) and (B) the tender offer for all securities of ADVANC in the case where the company is required to make a tender offer for all securities of ADVANC in accordance with the rules on acquiring a significant degree of control over a juristic person with an existing shareholding in the business (the Chain Principle).

 

GULF intends to invest in all ordinary shares of INTUCH through (1) the conditional voluntary tender (the Tender Offer for Securities of INTUCH) at the tender offer price of THB 65.00 per share, which does not include 606,878,314 ordinary shares in INTUCH which the Company currently holds, representing 18.93 per cent of the total issued and paid-up shares in INTUCH, and ordinary shares in INTUCH the company may acquire from its further investment prior to the Tender Offer for Securities of INTUCH if the Extraordinary General Meeting of Shareholders resolves to approve the company’s investment in INTUCH’s ordinary shares, in compliance with the Notification TorChor. 12/2554 and/or (2) trading on the SET at prices being traded on the SET or any other means, under which the total investment value shall be within the maximum investment amount approved by the Extraordinary General Meeting of Shareholders.

After approval of the Extraordinary General Meeting of Shareholders is obtained, the Company may invest in the ordinary shares in INTUCH through such trading 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 Tender Offer for Securities of INTUCH mentioned above will only be made if the conditions precedent stipulated by the company are satisfied or are waived by the company, whether in whole or in part, in accordance with the details to follow.

 

GULF stated that there are currently 1,268,956 outstanding warrants issued to INTUCH’s and its subsidiary’s employees with the exercise ratio of 1 unit of warrant per 1 ordinary share in INTUCH and the next round of exercise period will be in May and June 2021. As such, it is anticipated that such outstanding warrants may affect the number of ordinary shares in INTUCH the company is required to offer to purchase. If all the outstanding warrants are exercised and converted into ordinary shares, there will be an additional amount of up to 1,268,956 ordinary shares in INTUCH the company is required to offer to purchase.

 

Therefore, the amount of ordinary shares in INTUCH which the company will invest in through the Tender Offer for Securities of INTUCH and/or through trading on the SET or any other means will be up to 2,599,631,112 shares, representing up to 81.07 per cent of the total issued and paid-up shares in INTUCH.

In the case where all of the outstanding warrants are exercised and converted into ordinary shares, the company will need to purchase ordinary shares in INTUCH in an additional amount of up to 1,268,956 shares.

 

In addition, in accordance with the Chain Principle, in the case that the Tender Offer for Securities of INTUCH results in the company holding 50 per cent or more of total voting rights in INTUCH, the company will be deemed to have acquired a significant control in INTUCH, which is a shareholder of ADVANC and Thaicom Public Company Limited (THCOM) (being companies listed on the SET) holding 40.45 per cent of the total issued and paid-up shares in ADVANC and 41.13 per cent of the total issued and paid-up shares in THCOM. As a result, the company will be obligated to make tender offers for all securities of ADVANC and THCOM in accordance with the Chain Principle.

 

However, the company does not intend to make tender offers for all securities of THCOM and is in the preparation process of consulting with the SEC regarding the request for a waiver of the obligation to make a tender offer for all securities of THCOM in accordance with the Chain Principle and other relevant waivers under the Notification TorChor. 12/2554. If the company is not granted a waiver of the obligation to make a tender offer for all securities of THCOM in accordance with the Chain Principle, the company will not make the Tender Offer for Securities of INTUCH. The company has stipulated this event as a condition precedent of the tender offer in accordance with the details to follow.

 

In the case of ADVANC, the company will commence the tender offer for all securities in ADVANC after having acquired 50 per cent or more of the total voting rights in INTUCH and having completed the Tender Offer for Securities of INTUCH only. The company is currently in the preparation process of consulting with the SEC regarding the waiver of the period for commencement of the tender offer for all securities of ADVANC in accordance with the Chain Principle and other relevant waivers.

 

As a holding company, INTUCH has the potential to generate cash flow for the company from INTUCH’s investments in leading companies in telecommunications infrastructure-related businesses in Thailand which have high growth potential. The company is confident that such investments will generate sustainable and long-term returns in terms of dividends for the company.

 

The Extraordinary General Meeting of Shareholders No. 1/2021 will be on June 25, 2021 at 2.00 p.m.