News Detail

Date/Time
09 Aug 2019 07:58:00
Headline
Notifying board resolutions relating to the share acquisition in Thanachart Bank Public Company Limited (TBANK), the calling of EGM No. 1/2562 and the execution of a share purchase agreement in relation to TBANK shares (Revised)
Symbol
TMB
Source
TMB
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                Schedule of Shareholders' meeting

Subject                                  : Schedule of Extra-General Meeting of 
Shareholders
Date of Board resolution                 : 07-Aug-2019
Shareholder's meeting date               : 23-Sep-2019
Beginning time of meeting (h:mm)         : 14 : 00
Record date for the right to attend the  : 22-Aug-2019
meeting
Ex-meeting date                          : 21-Aug-2019
Significant agenda item                  :
  - Capital increase
  - Acquisition and disposition of assets
  - The issuance of convertible securities
  - 1.    To consider and acknowledge the Merger and the Entire Business Transfer
Venue of the meeting                     : at the Auditorium Hall, 7/F, Head 
Office of TMB Bank Public Company Limited, 3000 Phahon Yothin Road, Chom Phon,
Chatuchak, Bangkok
______________________________________________________________________

Increasing Capital

Subject                                  : Specifying  the purpose of utilizing 
proceeds
Date of Board resolution                 : 07-Aug-2019
Number of additional common shares       : 62,371,659,263
(shares)
Total of additional shares (shares)      : 62,371,659,263
Par value (baht per share)               : 0.95
Type of allocated securities             : Common shares
  Allocated to                           : Private placement
    Number of allotted shares (shares)   : 3,067,340,365
    % of Paid Up Capital after capital   : 2.89
increase
    Total shares allocated to Private    : 3,067,340,365
Placement (Shares)
  Allocated to                           : Public offering who are existing 
shareholders
    Number of allotted shares (shares)   : 27,622,837,416
  Allocated to                           : Employee Stock Option Program (ESOP)
    Number of allotted shares (shares)   : 200,000,000
  Allocated to                           : Reserved shares for the exercise of 
convertible securities
    Number of allotted shares (shares)   : 31,481,481,482
Remark (New)                             :
8.    The Meeting approved the allocation of newly issued shares as follows:
8.1    Allocation of up to 31,481,481,482 new ordinary shares with a par value of 
THB 0.95 each in reserve for the exercise of TSRs
If any TSR holder partially exercises or does not exercise his/her right to 
subscribe for the newly issued ordinary shares under the TSRs, those new
ordinary shares issued in reserve for the exercise of  the TSRs that are left
unsubscribed will be reallocated to other existing shareholders whose names are
in the share register book on the Record Date and who express the intention to
subscribe for the newly issued ordinary shares (however, any TSR holder who is
not the TMB existing shareholder as at the Record Date and purchases the TSRs on
the SET is not qualified for the reallocation).  In this connection, the
existing shareholders may subscribe for these newly issued shares in excess of
their original entitlements, although such existing shareholders do not exercise
his/her rights to subscribe for the newly issued ordinary shares under the TSRs
offering.  In a situation where the amount of the remaining unsubscribed shares
is lower than the total number of shares for which the existing shareholders
have expressed their intention to subscribe, TMB will allocate this tranche of
shares to those who express his/her intention to subscribe for the remaining
unsubscribed shares and make a full payment within TMB's prescribed time on a
pro rata basis (as of the Record Date) until there are no unsubscribed newly
issued shares left.  However, in the case where the amount of unsubscribed newly
issued shares is greater than the total number of shares for which the existing
shareholders have expressed their intention to subscribe, TMB will allocate
those remaining shares to all of those who express his/her intention to
subscribe for the remaining unsubscribed shares and make a full payment within
TMB's prescribed time.
In allocating the remaining unsubscribed shares reserved for the exercise of 
TSRs, TMB reserves the right to, at its own discretion, deny an allocation of
TSRs to any shareholder if such allocation does or may (a) cause TMB to breach
Thai or foreign laws, rules or regulations and/or its own articles of
association, (b) put an extra burden on TMB, in addition to its obligation to
comply with rules and regulations relating to the issue and offering of
securities under Thai law, or (c) not adhere to the rules, procedures or
conditions relating to the allocation of TSRs.  In addition, TMB may exclusively
allocate TSRs to a particular shareholder subject to an exemption permitted by
a foreign law which remains effective at that time.
8.2    Allocation of up to 3,067,340,365 new ordinary shares with a par value of 
THB 0.95 each on a private placement basis to specific investor(s) who is not
related persons of TMB, after the funding under 8.1. TMB expects to obtain the
proceeds of not exceeding THB 6.4 billion from this private placement.  It was
resolved that the board or CEO would be authorised to determine the offering
price, calculated based in accordance with the Market Price under the following
conditions:
(a)    the offering price will be at least equal to 1.1 multiplied by the TMB book 
value per share, derived from TMB's audited consolidated financial statements as
of 30 September 2019 and the financial information prepared by TMB's management
in relation to its net profit from the end date of its latest financial
statements to 31 October 2019, plus the proceeds of the offering of new ordinary
shares issued in reserve for exercise of TSRs referred to in 8.1 above,
deducted by (if any) an adjustment to reflect the effects of provisions in
relation to a cash reserve as required by the TFRS No. 9; and
(b)    the offering price will be at least equal to the Market Price calculated 
from the weighted average closing price of TMB shares traded on the SET during
7-15 consecutive business days (Market Price) before the date the determination
of the offering price takes place.  In any case, for the best interest of TMB,
if there is any appropriate circumstance, TMB may discount the offering price
but not more than 10% of the Market Price (for more information, please see
Annex 3 (Information Memorandum Re: Issuance and Offering of Newly Issued
Ordinary Shares)).
8.3     Allocation of up to 27,622,837,416 newly issued ordinary shares with a par 
value of THB 0.95 each to all existing shareholders of TBANK at an offering
price equal to 1.1 multiplied by the TMB book value per share, derived from
TMB's consolidated financial statements as of 30 September 2019 audited by the
approved auditor of TBANK and TBANK's financial information prepared by TMB's
management in relation to its net profit from the end date of its latest
financial statements to 31 October 2019, plus the proceeds of the offering of
new ordinary shares issued in reserve for the exercise of TSRs referred to in
8.1, deducted by (if any) an adjustment to reflect the effects of provisions in
relation to a cash reserve as required by the TFRS No.9. If the Completion Date
takes place during the month of December, the Purchase Price will be based on
TBANK's audited consolidated financial statements for the period ended 30
November 2019 plus the amount in THB equal to the average per calendar day net
profit (determined based on the audited financial statements of the Company as
at, and for the eleven month period ending on, 30 November 2019) of TBANK, TFUND
and TBROKE multiplied by the number of calendar days beginning on 1 December
2019 up to and including the on which completion occurs in December 2019.In
addition to a subscription for its own account, TCAP will also subscribe for a
designated amount of TMB newly issued ordinary shares on behalf of all TBANK
minority shareholders for further reallocation to them.  The Meeting took the
view that this offering price is reasonable because (i) if the offering price is
determined at 1.1 multiplied by the latest book value of TMB on the date of the
TMB board meeting, it is not lower than 90% of the Market Price, and (ii) TMB
will be able to use the proceeds to fund the share acquisition in TBANK and to
maintain its Tier 1 capital ratio at a minimum of 12.00%.
Each group of TBANK existing shareholders (i.e. TCAP, BNS and TCAP (acting on 
account of TBANK minority shareholders for further reallocation)) is entitled to
subscribe for TMB shares up to the amount designated to each of them in the
below table.  With respect to the TMB shares that TCAP will reallocate to the
minority shareholders, if there are shares remaining unsubscribed after the pro
rata allocation, TCAP will further reallocate the remaining TMB shares to
minority shareholders who express his/her intention to subscribe for those
remaining unsubscribed shares on a pro rata basis.  In any case, if there are
TMB shares remaining unsubscribed after the reallocation to minority
shareholders, TCAP may need to continue holding those shares for its own
account.
Under this offering, up to 27,622,837,416 new ordinary shares will be issued to 
all TBANK existing shareholders after the fund-raising arrangement under clause
8.1 and clause 8.2 are completed.
If the offering price is calculated at 1.1 multiplied by the latest book value 
of TMB on the date of the TMB board meeting (i.e. 7 August 2019), the offering
price will not be lower than 90% of the Market Price (calculated from the
weighted average closing price of TMB shares traded on the SET during the last 7
consecutive business days before the date of the TMB board meeting, i.e. THB
1.87 per share).  However, given that the basis of 1.1 multiplied by the latest
book value of TMB after adjustment to reflect the proceeds of the funding under
8.1 above applies, there is a possibility that this offering may be considered a
preferential public offering (PPO) for which the offering price may be lower
than 90% of the Market Price.  As such, TMB needs to seek a shareholders'
approval with no less than three-quarters of the total votes cast by the
shareholders present and eligible to vote and without an aggregate of 10% or
more of the total votes of those shareholders voting against (for more
information, please see Annex 3 (Information Memorandum Re: Issuance and
Offering of Newly Issued Ordinary Shares)).
8.4    Allocation of up to 200,000,000 new ordinary shares (or 0.2%) of the total 
issued and outstanding shares in TMB (after the offering of new ordinary shares
under 8.1 - 8.3 above (on the assumption that TMB is able to fully offer the
total amount of shares)) to executives and employees of TMB and TBANK (including
TBANK which will be a subsidiary of TMB upon the shares acquisition by TMB) in
accordance with the Notification of the Capital Market Supervisory Board no.
Thor Chor.32/2551 re: offering of newly issued securities to a company's
directors or employees (as amended) (for more information, please see Annex 4
(Indicative Terms of the Issuance and Offering of Newly Issued Ordinary Shares
to Executives and Employees of TMB and TBANK under the TMB Stock Retention
Program)).  This TMB Stock Retention Program is launched to retain and persuade
the executives and employees of both TMB and TBANK to work with TMB and to drive
 the transaction towards the completion of the Merger.
As a result, if the Merger fails to complete for whatever reason, TMB will not 
allocate shares to the relevant executives and employees under this TMB Stock
Retention Program.
In addition, TMB will allocate and offer the said shares in 3 tranches at the 
same offering price. The offering price will be determined by The board of
directors or CEO which will not be lower than the weighted average closing price
of TMB shares traded on the SET during the period of not less than 7
consecutive business days but not more than 15 consecutive business days before
the determination date of the offering price (Market Price).  Such offering
price determination date will not be sooner than 3 business days before the
allocation and offering of the first tranche of this Stock Retention shares.
However, since the price of Stock Retention shares will be determined based on 
the Market Price at the time of the allocation and offer of the first tranche
only, therefore, it is possible that the price of the remaining tranches may be
considered an offering at a price lower than 90% of the Market Price determined
under the Notification of the Securities and Exchange Committee No. TorJor
32/2551 re: The Offering of Newly-issued Securities to Directors and Employees
of the Company dated 15 December 2008 (as amended).  As such, TMB needs to seek
a shareholders' approval with no less than three-quarters of the total votes
cast by the shareholders present and eligible to vote and without an aggregate
of 10% or more of the total votes of those shareholders voting against this
agenda;
______________________________________________________________________

Issued Convertible Securities

Subject                                  : Issued convertible securities
Date of Board resolution                 : 07-Aug-2019
Type of allocated securities             : Transferable Subscription Rights 
(TSR)
  Allocate to                            : Existing common shareholders
    Number of allotted TSR (units)       : 31,481,481,482
    Reserved shares for the exercise of  : Common shares
TSR
    Number of additional shares (shares) : 31,481,481,482
    Ratio (Existing shares : TSR)        : 1.39 : 1
    Offering price (baht per unit)       : 0
    Description of  TSR
      Name of TSR                        : The Transferable Subscription Rights 
(TSRs) of TMB Bank Public Company Limited
      Conversion ratio(TSR :shares)      : 1 : 1
      Term of TSR                        :
        Not exceeding two months from the issuance date.
Remark (New)                             :
7.    The Meeting approved the issuance of up to 31,481,481,482 TSRs for free to 
TMB existing shareholders on a pro rata basis.  The allocation ratio of not
lower than 1.39 existing shares to 1 TSR unit applies (a fractional amount will
be rounded down).  Each TSR is exercisable into one new ordinary share.  TMB
expects to obtain the proceeds of not exceeding THB 42.5 billion from this TSR
offering.
However, the CEO has been authorised by the board to schedule the record date 
for the TSRs offering, as he deems it appropriate, to the extent permitted by
law.
The TSR exercise price will be at a range of THB 1.35 - THB 1.60 per share.  For
demonstration purposes only, when comparing such minimum exercise price against
the Market Price of TMB shares as of the date of the TMB board meeting (i.e. 7
August 2019), such minimum exercise price would represent a discount of 14.5% -
27.9% on the Market Price (calculated from the weighted average closing price of
TMB shares traded on the SET during the last 7 consecutive business days before
 the date of the TMB board meeting, i.e. THB 1.87 per share).
To the extent permitted by any applicable law which will become effective in the
future, TMB reserves the right to, at its own discretion, deny an offering of
TSRs to any shareholder if such offering does or may (a) cause TMB to breach
Thai or foreign laws, rules or regulations and/or its own articles of
association, (b) put an extra burden on TMB, in addition to its obligation to
comply with rules and regulations relating to the issue and offering of
securities under Thai law, or (c) not adhere to the rules, procedures or
conditions relating to the allocation of TSRs.  In addition, TMB may exclusively
allocate TSRs to a particular shareholder subject to an exemption permitted by
a foreign law which remains effective at that time (for more information, please
see Annex 2 (Indicative Terms of the Transferrable Subscription Rights issued
by TMB)).
Further, the Meeting viewed that TMB shareholders could benefit from the TSRs.  
In summary, it is optional for each shareholder to subscribe for the newly
issued shares based on the number of TSRs allocated to him/her.  For those
shareholders opting not to exercise the subscription rights, they can earn money
 by selling their portions of TSRs on the SET after the SET-listing of TSRs.
To expedite and facilitate the issuance and allocation of TSRs, the Meeting also
approved: (a) appointing the CEO or directors who can sign to bind TMB and
his/her designated representative to sign any and all applications and documents
relating to the TSRs offering, and (b) designating the CEO or directors who can
sign to bind TMB to establish the terms and other details relating to the
offering of TSRs and the allocation of new ordinary shares issued to support the
exercise of TSRs, which include: (i) the issuing number, allocation ratio and
exercise price of TSRs, (ii) the offering and exercise period for TSRs, the
subscription and payment period for the newly issued shares and all other
related terms and details, (iii) the negotiation, conclusion and execution of
all agreements, deeds, applications and documents necessary and ancillary to the
offering of TSRs and the allocation of new ordinary shares reserved for the
exercise of TSRs, and (iv) the communications and filings of all applications
and documents with the relevant government agencies or other authorities,
including the SET-listing of TSRs and new ordinary shares.  Any authorised
individuals will also have the powers to take all other appropriate or necessary
 steps in order to fulfil the above activities;
______________________________________________________________________

Acquisition or disposition of assets

3.    The Meeting approved the share acquisition in TBANK (post-restructuring of 
TCAP and TBANK (Restructuring)) from all TBANK existing shareholders who accept
offer to purchase shares of TMB, which forms part of the Merger.
TMB and two major shareholders of TBANK, namely TCAP and BNS, will enter into a 
share purchase agreement (the SPA).  Under the SPA, TMB agrees to purchase
6,062,438,397 shares in TBANK (accounting for approximately 99.96% of the total
issued and outstanding shares in TBANK) from the said major shareholders.
In addition to the purchase of TBANK shares from the two major shareholders of 
as mentioned above, TMB will proceed to offer to purchase the remaining
2,423,773 shares (accounting for approximately 0.04% of the total issued and
outstanding shares) from all other minority shareholders of TBANK.
The purchase price of TBANK shares will be determined based on the following 
formula:
Purchase price of TBANK shares    =    Book value of TBANKin accordance with 
consolidated financial statements
        Plus:  Profits from the Restructuring
        Plus:  Premium in an amount of THB 9,245 million
        Deduct:    Book Value of Thanachart Broker Company Limited (TBROKE) in accordance
 with standalone financial statements
        Deduct:    Book Value of Thanachart Fund Asset Management Company Limited (TFUND)
 in accordance with standalone  financial statements
Whereas financial information shall be derived from TBANK's consolidated 
financial statements as of 30 September 2019 audited by the approved auditor of
TBANK and TBANK's financial information prepared by TBANK's management in
relation to its net profit from the end date of the aforesaid audited financial
statements to 31 October 2019, and deducted by an adjustment to reflect the
effects of provisions in relation to cash reserve as required by the Thai
Financial Reporting Standards No. 9 Re: Financial Instruments (the TFRS No. 9)
(if any).  Under the SPA, there will be the price adjustment for TBANK shares
after the Completion Date based on the financial information derived the audited
financial statements of TBANK and in accordance with an agreed formula which
takes into account (among other matters) the value of the TMB shares that TCAP
and BNS subscribed for under the share sale and purchase agreement (per details
in paragraph 8.3 below).  For example, if the Completion Date takes place in
December 2019, financial information shall be derived from TBANK's consolidated
financial statements ended 30 November 2019 audited by the approved auditor,
plus an average of the net profits per day from 1 January 2019 to 30 November
2019, multiplied by a number of calendar days beginning 1 December 2019 to the
Completion Date.  Before the Completion Date, TMB and TBANK will seek their
respective board resolutions to declare the initial purchase price for this
transaction on the SET website.  The purchase price will be settled by cash or a
cash equivalent The Meeting took the view that the purchase price of TBANK
shares is reasonable because the Merger would significantly enhance the scale of
the Merged Bank's business, making it one of the leading banking franchises in
Thailand. The Merged Bank would have total assets of approximately THB 1.9
trillion baht and approximately 10 million retail customers, thereby ranking
number six in the Thai commercial banking industry.
However, the parties under the SPA shall discuss further on the share 
acquisition if (i) the Initial Offering Price is higher or lower by at least 15%
of the purchase price, calculated from its audited consolidated financial
statements for the financial year ended 31 December 2018 or (ii) the book value
of TMB after the issuance and offering of shares in reserve for exercise of the
transferable subscription rights (TSRs) and to the private placement
investor(s), calculated from its audited consolidated financial statements as of
30 September 2019 and the financial information prepared by TMB's management in
relation to its net profit from the end date of its latest audited financial
statements to 31 October 2019, is higher or lower by at least 15% of the book
value taking into account the issuance and offering of new shares in reserve for
the exercise of TSRs and to private placement investor(s), calculated from its
consolidated financial statements for the financial year ended 31 December 2018.
In case the parties under the SPA are unable to agree within the period set out
 in the SPA, the SPA will be terminated.
As a result of the acquisition of shares in TBANK, two subsidiaries of TBANK 
(post-Restructuring) will also be transferred to TMB, namely:

TBANK's subsidiary
- TBROKE TBANK's equity interest in its subsidiary (in percentage) 100.00%
- TFUND TBANK's equity interest in its subsidiary (in percentage) 75.00%

In relation to TFUND, it is agreed under the SPA that TBANK's equity interest of
75.00% in TFUND will be divested to a third party.  It is also anticipated that
TBANK will be able to complete the divestment of TFUND before or on the
completion of the share acquisition under the SPA.  However, if TBANK fails to
do so before or on the due date referred to above, TMB intends to further divest
 TFUND to a third party after it becomes a shareholder of TBANK.
With respect to TBROKE shares, as of the date of this document, the 
counterparties do not have an intention to divest TBROKE shares to a third
party.
Following the share acquisition in TBANK is completed, TMB will proceed to 
accept the Entire Business Transfer from TBANK.
______________________________________________________________________
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through the electronic system which is provided for the purpose of dissemination
of the information and related documents of listed company or issuer to the
Stock Exchange of Thailand only.  The Stock Exchange of Thailand has   no
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clarification regarding this announcement, please directly contact listed
company or issuer who made this announcement.