TMB recapitalization agreed with ING Group

ข่าวทั่วไป Thursday November 8, 2007 09:37 —PRESS RELEASE LOCAL

Bangkok--8 Nov--TMB The Board of Directors of TMB Bank Public Company Limited announced today the finalization of the Bank’s capital increase plan with ING Group (ING) of The Netherlands. The terms of the capital increase have been improved from what were previously set due to the agreement by ING to increase its subscription price to Bt1.60 per share. The increase in ING’s subscription price was due to an unsolicited offer, delivered to TMB on November 5, 2007 by another group of financial institutions to participate in TMB’s recapitalization plan. However, after due and careful consideration by TMB Board of Directors, a decision was reached to choose the ING proposal which is deemed by the Board to be more beneficial to the Bank and its shareholders than the unsolicited offer. According to the finalized plan, TMB will increase its capital by issuing 25,000 million new shares, of which approximately 13,112.6 million shares will be allocated to ING at a price of Bt1.60 per share and the remaining shares will be allocated to the Ministry of Finance and other existing shareholders at Bt1.40 per share. The total recapitalization amount will be Bt37,623 million, increased from Bt35,000 million previously. After the recapitalization, ING will hold stakes of approximately 25.2% in TMB’s shares and approximately 4.9% either in common shares or in NVDR (Non-voting Depository Receipt) through Thai NVDR Co., Ltd. A waiver will be requested for ING so as not to trigger a tender offer to purchase all the securities of TMB. The Ministry of Finance is expected to participate in the capital raising to hold approximately 26.1% following the capital raising. Mr. Somchainuk Engtrakul, TMB Chairman, said, “TMB welcomes the participation of ING Group which shall not only improve the capital strength of TMB, but we hope that this partnership can deliver superior products and services through our strong distribution franchise.” The transaction is subject to approval from TMB’s shareholders and various regulators. TMB will hold an Extraordinary General Meeting for shareholders on November 27, 2007 to review and approve the recapitalization. The capital increase process is expected to be completed by the end of 2007.

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