The meeting of the Board of Directors of TMB Bank Public Company Limited (TMB) has resolved to approve the entry into a share purchase agreement in relation to the acquisition of shares in Thanachart Bank Public Company Limited (TBANK).
The management of TMB will be authorized to negotiate, agree and execute the share purchase agreement with Thanachart Capital Public Company Limited (TCAP) and Scotia Netherlands Holding B.V. (BNS), which is a company in a group of the Bank of Nova Scotia. Therefore, TMB wishes to notify that on 8 August 2019 TMB, TCAP and BNS have agreed and signed the share purchase agreement.
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 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, making it one of the leading banking franchises in Thailand.
To be in line with the financing plan in relation to the purchase of ordinary shares of TBANK, the board of directors meeting approved the increase of the registered capital of TMB of THB 59,253,076,299.85 by issuing 62,371,659,263 newly issued ordinary shares with a par value of THB 0.95 each and, as a result, the current registered capital of THB 41,659,298,454.50 will increase to THB 100,912,374,754.35.
The allocation ratio of at least 1.39 existing shares can be allocated to 1 TSR unit applies. TMB will exercise the TSRs of up to 31,481,481,482 newly issued ordinary shares with a par value of THB 0.95 each. Each TSR is exercisable into one newly issued ordinary share. TMB intends to obtain the proceeds from the TSRs offering of not exceeding THB 42.5 billion. The TSR exercise price will be determined based on a range of THB 1.35 – THB 1.60 per share.
A total of 3,067,340,365 shares are to be issued for private placement and 27,622,837,416 shares issued under preferential public offering (PPO) are pro rata subscribed for by all TBANK existing shareholders.