Gulf Energy Development Public Company Limited (SET: GULF) has announced that the company has adjusted the tender offer price for Advanced Info Service Public Company Limited (SET: ADVANC) to THB 211.43 from an earlier price of THB 216.3 per share, following the conditions as specified in the notice that the company announced in the case of ADVANC issuing an interim dividend payment.
Reference is made to the notification of Gulf Energy Development Public Company Limited (the company) to the Stock Exchange of Thailand (the SET) on 16 July 2024 regarding the resolutions of the company’s Board of Directors approving and proposing to the Extraordinary General Meeting of Shareholders No. 1/2024 of the company to consider and approve the transactions for a purpose of restructuring the shareholding of the company (the Restructuring Transaction), comprising: (i) the amalgamation between the company and Intouch Holdings Public Company Limited; (ii) the acquisition of securities of Advanced Info Service Public Company Limited (ADVANC) by way of the conditional voluntary tender offer for all securities of ADVANC (excluding the shares held by tender offerors); and (iii) the acquisition of securities of Thaicom Public Company Limited (THCOM) by way of the conditional voluntary tender offer for all securities of THCOM (excluding the shares held by tender offeror), as detailed in the Notification to the SET.
The company would like to inform you that the original tender offer price for ADVANC ordinary shares of THB 216.3 per share (as determined at the date the Board of Directors’ Meeting of the company resolved to approve and propose the Restructuring Transaction to the Extraordinary General Meeting of Shareholders on 16 July 2024, as mentioned above) has been adjusted to be the tender offer price of THB 211.43 per share. The adjustment of the tender offer price is based on the conditions as specified in the Notification to the SET from the declaration of the payment of interim dividend of ADVANC at the amount of THB 4.87 per share, pursuant to the resolution of the Board of Directors’ Meeting of ADVANC on 6 August 2024, which approved the payment of such interim dividend.
In this regard, the tender offer price will not be adjusted or changed unless in accordance with the conditions as specified in the Notification to the SET as follows:
(1) ADVANC pays dividend to shareholders;
(2) There is a change in par value resulting in an increase or decrease in number of ADVANC shares; or
(3) There is a grant of right to subscription, or share warrants or transferable subscription rights to ADVANC’s existing shareholders in proportion to their shareholding.
Based on the above conditions, the tender offer price will not be increased unless the par value is increased resulting in a decrease in number of ADVANC shares.
