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Bdmscbs-Prospectus.Pdf IMPORTANT NOTICE NOT FOR DISTRIBUTION IN THE UNITED STATES Important: You must read the following before continuing. The following applies to the Offering Circular following this page (the “Offering Circular”) and you are therefore advised to read this carefully before reading, accessing or making any other use of this Offering Circular. In accessing the Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THIS OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. 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This Offering Circular is being sent at your request and, by accepting the electronic mail and accessing this Offering Circular, you shall be deemed to have represented to us that the electronic mail address that you gave us and to which this electronic mail has been delivered is not located in the United States and that you consent to delivery of such Offering Circular by electronic transmission. You are reminded that this Offering Circular has been delivered to you on the basis that you are a person into whose possession this Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver this Offering Circular to any other person. The materials relating to any offering of securities to which this Offering Circular relates do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that such offering be made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, such offering shall be deemed to be made by the underwriters or such affiliate on behalf of the Issuer (as defined in the Offering Circular) in such jurisdiction. This Offering Circular has been sent to you in electronic format. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither the Joint Lead Managers (as defined in the Offering Circular) nor any person who controls a Joint Lead Manager or any director, officer, employee or agent of any of the Joint Lead Managers or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between this Offering Circular distributed to you in electronic format and the hard copy version available to you on request from the Joint Lead Managers. You are responsible for protecting against viruses and other destructive items. Your use of this electronic mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. BANGKOK DUSIT MEDICAL SERVICES PUBLIC COMPANY LIMITED (registered in the Kingdom of Thailand as a public company with limited liability) Baht 10,000,000,000 U.S. Dollar Settled Zero Coupon Convertible Bonds due 2019 Issue Price: 100% The Baht 10,000,000,000 U.S. Dollar settled zero coupon convertible bonds due 2019 (the “Bonds”) will be issued by Bangkok Dusit Medical Services Public Company Limited (the “Issuer” or the “Company”). Save as set out in Condition 7.5 of the “Terms and Conditions of the Bonds” the Bonds do not bear interest. Unless previously redeemed, repurchased and cancelled, or converted, each Bond will be redeemed at an amount equal to the U.S. Dollar Equivalent (as defined in the “Terms and Conditions of the Bonds”) of 110.462% of their principal amount on 18 September 2019 (the “Maturity Date”). At any time after 18 March 2017 and prior to the Maturity Date, the Issuer may, subject to the satisfaction of certain conditions provided in the “Terms and Conditions of the Bonds”, redeem in whole but not in part, the Bonds at an amount per Bond equal to the U.S. Dollar Equivalent of their Early Redemption Amount (as defined in the “Terms and Conditions of the Bonds”), provided the closing price of the Shares (as defined below) on each of not less than 20 Trading Days in any of the 30 consecutive Trading Days ending on the day which falls not more than five days prior to the date upon which notice of such redemption is published, is at least 130.0% of the applicable Early Redemption Amount divided by the Conversion Ratio. At any time prior to the Maturity Date, the Issuer may, subject to the satisfaction of certain conditions provided in the “Terms and Conditions of the Bonds”, redeem in whole but not in part, the Bonds for the time being outstanding at an amount equal to the U.S. Dollar Equivalent of their Early Redemption Amount provided that at least 90.0% in principal amount of the Bonds originally issued has already been converted, redeemed or repurchased and cancelled. All, but not part, of the Bonds may also be redeemed by the Issuer at any time at an amount equal to the U.S. Dollar Equivalent of their Early Redemption Amount in the event of certain changes relating to taxation in Thailand, subject to the non-redemption option of each holder of the Bonds (each a “Bondholder”) after the exercise by the Issuer of its tax redemption option as described herein. Each Bondholder will have the right to require the Issuer to redeem all, but not some only, of such Bondholder’s Bonds on 18 September 2017 at an amount equal to the U.S. Dollar Equivalent of their Early Redemption Amount. Each Bondholder will also have the right to require the Issuer to redeem in whole but not in part of such Bondholder’s Bonds at a redemption price equal to the U.S. Dollar Equivalent of their Early Redemption Amount upon occurrence of a Change of Control Event or a Delisting (each as defined in the “Terms and Conditions of the Bonds”). See “Terms and Conditions of the Bonds—Redemption, Purchase and Cancellation”. The Bonds may be converted at any time on or after 29 October 2014 and prior to 8 September 2019, at the Issuer’s election, into ordinary shares of the Issuer that are capable of being registered in the name of non-Thai nationals or non-voting depository receipts (“NVDRs”) issued in respect thereof (the “Shares”, which shall include NVDRs if the context requires), which have par value of Baht 0.10 per share as of the date of this Offering Circular. The conversion price will initially be Baht 21.045 per Share, but will be subject to adjustment in the manner provided in the “Terms and Conditions of the Bonds”. The Issuer has the option of paying an amount of cash equal to the Cash Settlement Amount (as defined in the “Terms and Conditions of the Bonds”) to satisfy the Conversion Right in full or in part. See “Terms and Conditions of the Bonds—Conversion”. The Shares are currently listed on the Stock Exchange of Thailand (the “SET”) and an application will be made to list the Shares to be issued on conversion of the Bonds on the SET. On 10 September 2014, the closing price of the Shares on the SET was Baht 18.30 per Share. Investing in the Bonds involves certain risks. See “Risk Factors” beginning on page 13. The Bonds are being offered only outside the United States in offshore transactions in compliance with Regulation S under the Securities Act of 1933 (the “Securities Act”). The Bonds have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction. Unless they are so registered, the Bonds may be offered only in transactions that are exempt from or not subject to registration under the Securities Act or the securities laws of any other jurisdiction.
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