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Tender Offer for Securities Of Siam City Bank Public Company Limited By The Offeror Thanachart Bank Public Company Limited 17 September 2010 – 19 November 2010 (Business day only) 9.00 a.m. – 4.00 p.m. Tender Offer Preparer and Agent Thanachart Securities Public Company Limited -Translation- TNS_IB 098/2010 14 September 2010 Subject : The submission of the Tender Offer Form for securities of Siam City Bank Public Company Limited To : The Secretary –General of the Office of the Securities and Exchange Commission The President of the Stock Exchange of Thailand The Directors and Shareholders of Siam City Bank Public Company Limited Enclosed : The tender offer form for securities of Siam City Bank Public Company Limited (Form 247-4) Pursuant to Thanachart Bank Public Company Limited (“Tender Offeror”) offers to tender securities of Siam City Bank Public Company Limited (“SCIB” or “the Company”) from all minority shareholders at the offer price of 32.50 Baht per share for the purpose of delist SCIB shares from listed securities in the Stock Exchange of Thailand. In addition, the Shareholders’ Meeting of SCIB has resolved to approve the delisting of securities of SCIB from listed securities in the Stock Exchange of Thailand on 5 August 2010 and the SET has approved an application for voluntary delisting of SCIB shares on 27 August 2010. Thanachart Securities Public Company Limited, a tender offer preparer, is pleased to submit the Tender Offer Form (Form 247-4) for securities of the Company to the Securities and Exchange Commission, the Stock Exchange of Thailand, the Company, and the Shareholders of the Company as a supporting document for consideration. Thanachart Securities Public Company Limited Signature Asvini Tailanga Suvabha Charoenying (Mrs. Asvini Tailanga ) (Ms. Suvabha Charoenying) Managing Director Managing Director Tender Offer Preparer -Translation- Tender offer for securities of Siam City Bank Plc. Form 247-4 Disclaimer This English translation of the Tender Offer document has been prepared solely for the convenience of foreign shareholders of Siam City Bank Public Company Limited and should not be relied upon as the definitive and official Tender Offer document of the Offeror. The Thai language version of the Tender Offer document is the definitive and official document for the Offeror and shall prevail in all respects in the event of any inconsistency with the English translation. -Translation- Tender offer for securities of Siam City Bank Plc. Form 247-4 Table of Contents Page Part 1 Significant Elements of the Tender Offer 1 Part 2 Details of the Offeror 4 1. Information of the Offeror 4 2. Details of the Tender Offer Preparer 14 3. Details of other advisors 14 4. Relationship between the Offeror and the Company, major 14 shareholders or directors of the Company 5. Other relevant information for the securities holders’ decision 16 making Part 3 Details of the Company 18 1. Company profile 18 2. Business plan after the business takeover 22 Part 4 Additional Details of the Tender Offer 24 1. Tender offer acceptance procedures 24 2. Purchase procedure 26 3. Settlement and payment procedure 27 4. Rights of securities holders who have expressed their intention to 28 tender their securities before the end of the tender offer period 5. Conditions for cancellation of the intention to tender shares 28 6. Determination of the offer price 30 7. Acquisition of shares before submission of the tender offer 33 Part 5 Certification of the Information 34 Appendix 1 Documentary evidence supporting sources of fund of the Offeror (1) Financial statement for the 6 month - period as of 30 June 2010 of Thanachart Bank Plc. and its subsidiaries Appendix 2 Tender offer acceptance Procedure and Form (1) Tender offer acceptance Procedure (2) Tender offer acceptance form (3) Power of attorney (for the tender offer acceptance) (4) Form for declaration of cost of tendered shares (5) Request form for rectifying items in the security holder record -Translation- Tender offer for securities of Siam City Bank Plc. Form 247-4 Appendix 3 Tender offer cancellation procedure and Form (1) Tender offer cancellation procedure (2) Tender offer cancellation form (3) Power of attorney form (for cancellation of the tender offer acceptance) Appendix 4 Tender offer acceptance Procedure and Form of the NVDR (1) Tender offer acceptance Procedure of the NVDR (2) Tender offer acceptance form of the NVDR (3) Power of attorney (for the tender offer acceptance of NVDR holders) (4) Form for declaration of cost of tendered NVDR -Translation- Tender offer for securities of Siam City Bank Plc. Form 247-4 Tender Offer for Securities of Siam City Bank Public Company Limited (The tender offer and the offer period are final and will not be amended) To: All securities holders of Siam City Bank Public Company Limited We, Thanachart Bank Public Company Limited (“TBANK” or “the Offeror”) hereby offer to purchase the securities of Siam City Bank Public Company Limited (“SCIB” or “the Company”), in accordance with the terms and conditions as follows; Part 1 Significant Elements of the Tender Offer 1. Date of submission of the tender offer 14 September 2010 2. Name of the Offeror Thanachart Bank Public Company Limited 3. Name of the Tender Offer Preparer and Agent Thanachart Securities Public Company Limited 4. Objectives of the Tender Offer (1) To comply with the Notification of the Stock Exchange of Thailand (the “SET”) in accordance with the rule and regulation re: the Delisting of Securities 1999 which prescribed the voluntary delisting of the listed securities from the SET. The delisting has been approved by the Extraordinary General Meeting of Shareholders of the Company No. 1/2010 on 5 August 2010 and the SET has granted the approval for the voluntary delisting application on 27 August 2010 with condition that the Offeror is obligated to perform the tender offer for SCIB shares for the period of 45 business days prior to the date at which the SET announces the last trading date. (2) To comply with the Notification of the Securities and Exchange Commission No. KorJor 53/2545 Re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers dated 18 November 2002. (3) To follow the merger plan between TBANK and SCIB i.e. to delist SCIB securities and transfer the entire business of SCIB to TBANK, which is to be completed in year 2011. After the completion of the entire business transfer, SCIB will dissolve, enter into liquidation, and return the banking license to the Bank of Thailand. 5. Type and class of the securities offered to purchase The Company has only one type of security i.e. ordinary shares. On the submission date of the tender offer form, the Offeror holds the Company’s ordinary shares in the amount of 2,096,770,899 shares, equivalent to 99.24 % of the total paid-up capital, representing 99.24 % of the total voting rights of the Company. The Offeror offers to purchase the total remaining ordinary shares, which are 16,039,777 shares or 0.76 % of the total paid- up capital representing 0.76 % of the total voting rights of the Company. Page 1 of 35 -Translation- Tender offer for securities of Siam City Bank Plc. Form 247-4 6. Offer price The offer price is Baht 32.50 (Thirty two point five zero Baht) per share. Shareholders accepting this offer will incur a commission of 0.25 % of the offer price plus 7 % of Value Added Tax (VAT) on such commission to the Tender Offer Agent. Thus, the net proceed to Offeree is Baht 32.41306250 (thirty two point four one three zero six two five zero Baht) per share. Such offer price is: (X) the final offer which will not be changed (subject to the conditions specified in section 8 below) ( ) not the final offer and may be changed by the Offeror Under the Revenue Code, unless exempted by an applicable tax treaty, capital gains realized by non-resident corporate holders from the sale of shares will be subject to a 15% withholding tax in Thailand. Withholding tax is calculated on the capital gains (the difference between the tender offer price and the cost basis). The Offeree must declare the cost basis to the Tender Offer Agent by completing a Confirmation of Securities Cost Form attached in Appendix 2 (4). If the Offeree fails to declare the cost basis or submit proper evidence of the cost basis, the Tender Offer Agent will determine the withholding tax based on the entire proceeds of the sale of the shares and deduct taxes accordingly. Note : Thai Juristic Person is responsible for 3% withholding tax on the commission fee and must issue Withholding Tax Certificate to the Tender Offer Agent, which is Thanachart Securities Public Company Limited. 7. Tender offer period The tender offer period will be a total of 45 business days from September 17, 2010 to November 19, 2010 during the office hours of 9.00 a.m. – 4.00 p.m. Such offer period is: (X) the final period which will not be extended (subject to the conditions specified in section 8 below) ( ) not the final period and may be extended by the Offeror 8. Conditions of change in the tender offer ( ) No condition (X) Conditions of change in the tender offer are as follows: (X) the Offeror may either reduce the offer price or extend the tender offer period if any event or action having a material adverse effect on the Company’s status or assets occurs during the tender offer period ( ) the Offeror may change the offer or extend the tender offer period to compete with any other person who has also submitted a tender offer for securities of the Company during the tender offer period 9.
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