This English Translation of the Tender Offer Document Has Been Prepared
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(Translation) Tender Offer to Purchase Securities of AAV Form 247-4 – Amendment This English translation of the Tender Offer document has been prepared solely for the convenience of the foreign securities’ holders of Asia Aviation Public Company Limited and should not be relied upon as the definitive and official Tender Offer document of the Group of Offerors. The Thai Language version shall be regarded as the definitive and official Tender Offer document of the Group of Offerors and shall prevail in all respects in the event of any inconsistency or discrepancy between the Thai version and this English translation. July 14, 2016 Subject: Disclosure of the Amendments to the Tender Offer Form for the Securities of Asia Aviation Public Company Limited To: The Secretary General of The Office of The Securities and Exchange Commission (“SEC”) The President of The Stock Exchange of Thailand (“SET”) The Board of Directors and the shareholders of Asia Aviation Public Company Limited Pursuant to Mr. Vichai Srivaddhanaprabha (the “Offeror”), Mr. Aiyawatt Srivaddhanaprabha, Mr. Apichet Srivaddhanaprabha, Ms. Voramas Srivaddhanaprabha, and Ms. Aroonrung Srivaddhanaprabha (collectively called “Group of Offerors”) as the Tender Offerors, and The Siam Commercial Bank Public Company Limited, as the Preparer of the Tender Offer, submitting the Tender Offer Form (Form 247-4) to tender for all shares of Asia Aviation Public Company Limited (“AAV” or the “Business”) to the Office of the Securities and Exchange Commission on June 23, 2016 whereby Mr. Vichai Srivaddhanaprabha will represent the Group of Offerors to purchase of shares of the Business. The Group of Offerors and the Preparer of the Tender Offer would like to disclose the amendments to the Tender Offer Form (Form 247-4) as follows: 1. Amendment to First Paragraph Page 1 Previous Statement “I, Mr. Vichai Srivaddhanaprabha (the “Offeror”), hereby offer to purchase all securities of Asia Aviation Public Company Limited (“AAV” or the “Business”) on behalf of Mr. Aiyawatt Srivaddhanaprabha, Mr. Apichet Srivaddhanaprabha, Ms. Voramas Srivaddhanaprabha, and Ms. Aroonrung Srivaddhanaprabha (collectively called “Group of Offerors”) for all securities of Asia Aviation Public Company Limited (the “Business”). Moreover, Mr. Vichai Srivaddhanaprabha will be the sole Offeror on behalf of the Group of Offerors as per the following details:…” (Translation) Tender Offer to Purchase Securities of AAV Form 247-4 – Amendment New Statement “We, Mr. Vichai Srivaddhanaprabha (the “Offeror”) Mr. Aiyawatt Srivaddhanaprabha, Mr. Apichet Srivaddhanaprabha, Ms. Voramas Srivaddhanaprabha, and Ms. Aroonrung Srivaddhanaprabha (collectively called “Group of Offerors”) hereby offer to purchase all securities of Asia Aviation Public Company Limited (“AAV” or the “Business”), whereby Mr. Vichai Srivaddhanaprabha will represent the Group of Offerors to tender for all shares as per the following details:..” 2. Amendment to Part 1, Page 1, Clause 2 Name of the Offerors Previous Statement “Mr. Vichai Srivaddhanaprabha” New Statement (1) Mr. Vichai Srivaddhanaprabha (2) Mr. Aiyawatt Srivaddhanaprabha (3) Mr. Apichet Srivaddhanaprabha (4) Ms. Voramas Srivaddhanaprabha (5) Ms. Aroonrung Srivaddhanaprabha In this regards, Mr. Vichai Srivaddhanaprabha will represent the Group of Offerors to tender all shares of the Business.” 3. Amendment to Part 1, Page 1-2, Clause 4 Objectives of Making the Tender Offer Previous Statement “…As a result, the Offeror is required to make a tender offer for all securities of the Company (Mandatory Tender Offer) to adhere to the notification of the Capital Market Supervisory Board No. Tor Chor. 12/2554 Re: Rules, Conditions, and Procedures for the Acquisition of Securities for Business Takeover. Moreover, Mr. Vichai Srivaddhanaprabha will be the sole Offeror on behalf of the Group of Offerors.” New Statement “…As a result, the Offeror is required to make a tender offer for all securities of the Company (Mandatory Tender Offer) to adhere to the notification of the Capital Market Supervisory Board No. Tor Chor. 12/2554 Re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers. Moreover, Mr. Vichai Srivaddhanaprabha will represent the Group of Offerors to tender for all shares of the Business. The Group of Offeror acquired major shareholding interests from existing major shareholders with the intention for long term investment in an airline industry. Moreover, the Group of Offerors believed that they can leverage on their experience and expertise to obtain the synergy between their duty free (Translation) Tender Offer to Purchase Securities of AAV Form 247-4 – Amendment business of King Power Group and AAV’s Airline business, given that airline business is the channel to bring tourists into Thailand. Nonetheless, after making this tender offer for all securities of the Business, in order to adjust the shareholding ratio of each person in the Group of Offerors, the Group of Offerors may transfer the securities of the Company which already acquired among the Group of Offerors. However, the transfer of all securities of the Company as mentioned will not be resulted the person in the Group of Offerors is required to make a tender offer for all securities of the Company (Mandatory Tender Offer) to adhere to the notification of the Capital Market Supervisory Board No. Tor Chor. 12/2554” 4. Amendment to Part 2, Page 6, Clause 1.1 Details of the Offeror of Mr. Vichai Srivaddhanaprabha Previous Statement “… Education: Honorary Degree of Doctor of Laws, University of Leicester, United Kingdom Honorary Degree of Doctor of Political Science, Kensington University, USA Work Experience: …” New Statement “… Education: Honorary Degree of Doctor of Laws, University of Leicester, United Kingdom Honorary Degree of Doctor of Political Science, Kensington University, USA B.A. (Political Science), Ramkhamhaeng University Work Experience…” 5. Amendment to Part 2 Page 11, Clause 4.3 Shareholding, Either Direct or Indirect, by the Business or Its Major Shareholders or Directors in the Offeror Previous Statement “Prior to the acquisition of shares by the Offeror and Mr. Aiyawatt Srivaddhanaprabha, one of the Group of Tender Offerors held 40,000,000 ordinary shares of AAV which accounts for 0.83% of all issued and paid up ordinary shares.” New Statement “Prior to the acquisition of shares by the Group of Offerors, Mr. Apichet Srivaddhanaprabha, one of the Group of Offerors held 40,000,000 ordinary shares of AAV which accounts for 0.83% of all issued and paid up ordinary shares.” (Translation) Tender Offer to Purchase Securities of AAV Form 247-4 – Amendment 6. Amendment to Part 2, Page 11, Clause 4.4 Other forms of relationships, (2) Related party Transaction Previous Statement “…The Offeror and the other individuals belonging in the same group of the Offeror which are the major shareholders of King Power Marketing and Management Co., Ltd. entered into the related party transaction with respect to Thai AirAsia Co., Ltd. (the “TAA”) having Asia Aviation Public Company as the major shareholder. The details of the material related party transaction, whose terms and conditions are in the ordinary course of business, are as follows: Parties : Thai AirAsia Co., Ltd. (the “TAA”) King Power Marketing and Management Co., Ltd. (the “KPM”) Material Nature of the : Undertaking and Managing the Sale of Duty Free Goods on Board Agreement Agreement - The TAA entitles the KPM to manage the sale of duty free goods on international flights of the TTA undertaken by crews of the TAA which providing service to passengers in any flights of the TAA. - The KPM shall pay commission fee to the TAA on monthly basis. Term of the Agreement : From July 19, 2011 to December 19, 2016 New Statement “…The Offeror and Group of the Offerors who are the major shareholders of King Power Marketing and Management Co., Ltd. (KPM) and King Power International Co., Ltd entered into the related party transaction with respect to Thai AirAsia Co., Ltd. (the “TAA”), a subsidiary of AAV. The details of the material related party transaction, whereby the price, the terms and conditions are in the ordinary course of business in similar manners that would be with non-related party (Arm’s Length Basis), are as follows: Undertaking and Managing the Sale of Duty Free Goods on Board Agreement Parties : Thai AirAsia Co., Ltd. (the “TAA”) King Power Marketing and Management Co., Ltd. (the “KPM”) Material Nature of the : Undertaking and Managing the Sale of Duty Free Goods on Board Agreement Agreement - The TAA entitles the KPM to manage the sale of duty free goods on international flights of the TTA undertaken by crews of the TAA which providing service to passengers in any flights of the TAA. - The KPM shall pay commission fee to the TAA on monthly basis. Term of the Agreement : From July 19, 2011 to December 19, 2016 Transaction Size : THB 2.5 mm for the period starting 1 June 2015 to 30 May 2016 (Last 12 Month) (Translation) Tender Offer to Purchase Securities of AAV Form 247-4 – Amendment Support Leicester City International Academy Parties : Thai AirAsia Co., Ltd. (the “TAA”) King Power International Co., Ltd Material Nature of the : Support Leicester City International Academy in selecting junior football player in Agreement Thailand to join a football program at Leicester City Football Club in England Term of the Agreement : From January 1 2016 to 30 June 2017 Transaction Size : THB 25 mm for the period starting 1 January 2015 to 30