Mitihoon – Gulf Energy Development Public Company Limited (GULF) and Intouch Holdings Public Company Limited (INTUCH) have announced a strategic amalgamation to restructure related companies within the group to maximise benefits for future operations and investments, including to simplify their shareholding structure and cultivate new growth opportunities in the energy & infrastructure and digital landscape. The two companies have agreed to enter into: 1) the amalgamation between GULF and INTUCH and the formation of the newly listed public limited company (NewCo) 2) the conditional voluntary tender offer (VTO) of Advanced Info Service Public Company Limited (ADVANC) and 3) the VTO of Thaicom Public Company Limited (THCOM) (collectively referred to as the “Restructuring Transaction”).
On 16 July 2024, the Board of Directors of GULF and INTUCH resolved to propose to their shareholders to consider and approve the matters relating to the Restructuring Transaction in the shareholders meeting (EGM) to be held on 3 October 2024.
The allocation of shares in NewCo to the shareholders of GULF and INTUCH will be in accordance with the following fixed ratios:
(a) 1 existing share in GULF to 1.02974 shares in NewCo
(b) 1 existing share in INTUCH to 1.69335 shares in NewCo (Excluding GULF, as GULF’s 47.37% portion in INTUCH shall be allocated directly to its shareholders)
After the EGM approval, prior to the amalgamation, there will be two VTOs occurring around Q4/2024-Q1/2025, as follows
• The VTO of 36.25% of outstanding shares of ADVANC by GULF, INTUCH, Singtel Strategic Investments Pte. Ltd. (SSI) and K.Sarath Ratanavadi at THB 216.3/share, with a total VTO value of approximately THB 116,601 million; and
• The VTO of 58.86% of outstanding shares of THCOM by GULF, Gulf Edge Co., Ltd. (a wholly owned subsidiary of GULF), INTUCH and K.Sarath Ratanavadi at THB 11.0/share, with a total VTO value of approximately THB 6,976 million.
The VTOs are made in place of NewCo’s technical obligation after its establishment. However, the result of the VTOs will make no change to the above swap ratio.
As part of the transaction, the board of directors of INTUCH considers in-principle a special dividend of THB 4.5 per share from its retained earnings. The record date and payment are expected to take place after completing the process of purchasing shares from dissenting shareholders and before completion of the Amalgamation
Mr. Sarath Ratanavadi, Chief Executive Officer, Gulf Energy Development Public Company Limited, stated, “We would like to announce the upcoming amalgamation of GULF and INTUCH, establishing a newly listed public limited company (NewCo) in Q2/2025.
GULF has a history of significant investment in INTUCH and THCOM and has explored various restructuring options within the groups of GULF, INTUCH, ADVANC and THCOM. Following the culmination of discussions, the amalgamation brings together GULF’s established leadership in the energy sector, with INTUCH, a shareholder in ADVANC, a leader in telecommunications in Thailand. The combined expertise will benefit both companies and all stakeholders, increasing the potential of NewCo to be a leader in the energy and telecommunications business. Regarding the energy business, the company remains committed to expanding its energy portfolio into the renewable sector, while the telecommunications segment will focus on significant digital expansion as we have announced from time to time.
The decision to merge reflects a commitment to leveraging and strengthening the management of all involved companies. This transaction involves five listed entities on the Stock Exchange of Thailand (SET) and the Singapore Exchange; GULF, INTUCH, ADVANC, THCOM and Singtel. This complex, multi-company transaction is a testament to the in-depth consideration given to every aspect of this large-scale transaction, ensuring it serves the best interests of all stakeholders. This includes both small and major shareholders, financial institutions, and various investment funds. We would like to extend our sincere gratitude to relevant organizations and agencies for their unwavering support throughout this complex process. Their guidance has been instrumental in facilitating the amalgamation’s progress. The amalgamation is expected to be a positive force for the Thai capital market. By combining expertise and resources, it will help contribute to building investor confidence in the SET. The restructuring transaction is expected to be completed in Q2/2025, with Bualuang Securities and UBS AG, Singapore branch as advisors in relation to this landmark transaction,” Mr. Sarath said.
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