Bangkok--1 Jul--Siam Commercial Bank
Siam Commercial Bank Obtained Approval on the Acquisition of SICCO’s Business by Making a Tender Offer in General for the Delisting of SICCO's Securities from the SET
With reference to the plan of The Siam Commercial Bank Public Company Limited (the “Bank”) to divest its investment in The Siam Industrial Credit Public Company Limited (“SICCO”) of 230,883,188 shares, representing 38.65% of the total issued and outstanding shares of SICCO, in order to comply with the One Presence Policy of the Bank of Thailand, the Bank has considered that the acquisition of SICCO's business by making a tender offer to purchase all securities of SICCO in general at the offering price of Baht 6.89 (Six Baht and Eighty-Nine Satang) per share and the delisting of SICCO's securities from the Stock Exchange of Thailand (“SET”) were appropriate and would cause less effect to other shareholders of SICCO. Such tender offer to purchase all SICCO's securities in general as contemplated by the Bank is subject to significant precedent conditions that each of the Bank and SICCO must obtain approval from the general meeting of shareholders with the votes as prescribed by law, including obtaining approval from relevant governmental authorities.
In light of the above, the Bank would like to notify that both of the Bank and SICCO have successfully obtained approvals to proceed with the relevant actions in this regard from their respective Extraordinary General Meetings of Shareholders, held on 30 June 2011, as follows:
1. The Extraordinary General Meeting of the Bank resolved to approve the acquisition of SICCO’s business through making a tender offer to purchase all securities of SICCO in general for the delisting of SICCO's securities from the SET by the votes of 84.4413% (exceeding three-fourths of the total number of votes of the shareholders attending the meeting and having the right to vote).
2. The Extraordinary General Meeting of SICCO resolved to approve the delisting of SICCO's securities from the SET by the votes of 78.9820% (exceeding three-fourth of the total issued and outstanding shares of SICCO) with disapproval of minority of shareholders at 0.2184% of the total issued and outstanding shares of SICCO.
By virtue of the aforesaid resolutions, the Bank should be able to start making a tender offer to purchase all SICCO's securities in general after obtaining approvals from the relevant governmental authorities, and it is expected that such tender offer would commence within August 2011, and complete by October 2011. Thereafter, the Bank will proceed with the delisting of SICCO’s securities from the SET, then dissolving SICCO and returning SICCO’s finance business license to the governmental authority. The Bank would like to notify that the Bank will determine measures and alternatives to protect SICCO’s depositors against damages, and will use its best endeavor to take care of SICCO’s employees and persons having business relationships with SICCO.
In relation to SICCO Securities Public Company Limited (“SSEC”), the Bank would like to notify that if, after making a tender offer to purchase all SICCO's securities in general, the Bank's shareholding ratio in SICCO is increased to be more than 50% of the total voting rights of SICCO, the Bank will be required to make a mandatory tender offer to purchase all securities of SSEC from other shareholders of SSEC in accordance with the relevant regulations of the Securities and Exchange Commission. The Bank will then notify of the schedule for proceeding with such matter accordingly.