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BTSGIF Offring Memorandum

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BTSGIF Offring Memorandum IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the offering memorandum (the “offering memorandum”) attached to this e-mail. You are advised to read this disclaimer carefully before reading, accessing or making any other use of the attached. In accessing the attached, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access. Confirmation of Your Representation: You have accessed the attached document on the basis that you have confirmed your representation to Morgan Stanley & Co. International plc, UBS AG, Hong Kong Branch and Phatra Securities Public Company Limited (the “Underwriters”) that (1) either (i) you are not a resident of the United States nor a U.S. Person, as defined in Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), nor acting on behalf of a U.S. Person, as defined in Regulation S under the Securities Act, and, to the extent you purchase the securities described in the attached offering memorandum, you will be doing so pursuant to Regulation S under the Securities Act, OR (ii) you are acting on behalf of, or you are, both a qualified institutional buyer, as defined in Rule 144A under the Securities Act, and a qualified purchaser within the meaning of Section 2(a)(51) of the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”), (2) you are not resident in Thailand, AND (3) you consent to delivery of the attached offering memorandum and any amendments or supplements thereto by electronic transmission. The attached document has been made available to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently neither the Underwriters nor any of their respective employees, representatives or affiliates accepts any liability or responsibility whatsoever in respect of any discrepancies between the document distributed to you in electronic format and the hard copy version. We will provide a hard copy version to you upon request. Restrictions: THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION AND MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, THE INVESTMENT COMPANY ACT AND ANY APPLICABLE STATE OR LOCAL SECURITIES LAWS. The securities described herein have not been approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the securities or the accuracy or adequacy of the offering memorandum. Any representation to the contrary is a criminal offence in the United States. None of this email, the offering memorandum or anything contained in it or them shall form the basis of or be relied upon in connection with any contract or commitment whatsoever. Neither the Underwriters nor any of their respective affiliates or any other person accepts any liability whatsoever for any loss howsoever arising from any use of this email or the offering memorandum or their respective contents or otherwise arising in connection therewith. Except with respect to eligible investors in jurisdictions where such offer is permitted by law, nothing in this electronic transmission constitutes an offer or an invitation by or on behalf of us or of the Underwriters to subscribe for or purchase any of the securities described herein, and access has been limited so that it shall not constitute a general advertisement or solicitation in the United States or elsewhere. If a jurisdiction requires that the Combined 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, the Combined Offering shall be deemed to be made by the Underwriters or their respective eligible affiliates on behalf of us in such jurisdiction. You are reminded that you have accessed the offering memorandum on the basis that you are a person into whose possession the offering memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorized to deliver or forward this document, electronically or otherwise, to any other person. If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase any of the securities described therein. Actions You May Not Take: You may not reply by e-mail to this announcement, and you may not purchase any securities by doing so. Any reply e-mail communications, including those you generate by using the “Reply” function on your e-mail software, will be ignored or rejected. YOU ARE NOT AUTHORIZED AND YOU MAY NOT FORWARD OR DELIVER THE ATTACHED OFFERING MEMORANDUM, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR REPRODUCE SUCH OFFERING MEMORANDUM IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE ATTACHED OFFERING MEMORANDUM IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN AVIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORIZED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN. You are responsible for protecting against viruses and other destructive items. Your use of this e-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. NOT FOR DISTRIBUTION OUTSIDE THE UNITED STATES OF AMERICA OFFERING MEMORANDUM PRIVATE AND CONFIDENTIAL BTS Rail Mass Transit Growth Infrastructure Fund (to be registered in the Kingdom of Thailand as an infrastructure fund) 5,788,000,000 Investment Units This Offering Memorandum relates to the initial public offering of new investment units, par value THB10.80 each (“Investment Units”), in BTS Rail Mass Transit Growth Infrastructure Fund (“BTSGIF” or the “Fund”) by BBL Asset Management Company Limited (the “Management Company”), the management company of BTSGIF, with an objective to use the proceeds from the initial public offering to purchase the Sale Revenue (as defined herein) in accordance with the rules and regulations of the Capital Market Supervisory Board of Thailand (the “CMSB”). The offering consists of (i) the sale of Investment Units (a) outside the United States to, or for the account or benefit of, non-U.S. persons (as defined in Regulation S under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Regulation S under the Securities Act, (b) outside the United States to U.S. persons (as defined in Regulation S) who are “qualified purchasers” (as defined below) and “qualified institutional buyers” (as defined in Rule 144A under the Securities Act (“Rule 144A”)) and (c) within the United States in reliance on Rule 144A only to persons who are both “qualified institutional buyers” and “qualified purchasers” within the meaning of Section 2(a)(51) under the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”) through Morgan Stanley & Co. International plc and UBS AG, Hong Kong Branch (the “Initial Purchasers” or the “Joint International Bookrunners”) (the “International Offering”), (ii) a concurrent public offering of Investment Units in Thailand (the “Thai Offering”) and (iii) a subscription by BTS Group Holdings Public Company Limited (the “Sponsor Subscription” and, together with the Thai Offering and the International Offering, the “Combined Offering”). Completion of the International Offering, the Thai Offering and the Sponsor Subscription are each conditional on the completion of the others. The Combined Offering will consist of an aggregate of 5,788,000,000 Investment Units. In addition, as part of the Combined Offering, each of the Cornerstone Investors (as defined herein) has entered into a subscription agreement to subscribe for an aggregate of 2,333,400,000 Investment Units (the “Cornerstone Units”) at the Offering Price conditional upon, inter alia, the purchase agreement, the underwriting agreement and the Sponsor Subscription agreement in relation to the International Offering, the Thai Offering and the Sponsor Subscription, respectively, having been entered into, and not having been terminated, pursuant to its terms on or prior to the closing date of the Combined Offering. This Offering Memorandum is only being used in connection with the International Offering in respect of 2,469,000,000 Investment Units. The Thai Offering is being made pursuant to a separate prospectus in the Thai language which was filed with and prepared based on the Fund Scheme approved by the Office of the Securities and Exchange Commission of Thailand (the “Thai SEC” or the “Office of the SEC”). For information on the methods of sale, see “Plan of Distribution”. The Investment Units offered in the Combined Offering may be reallocated between the International Offering and the Thai Offering, subject to the allocation criteria of the Thai SEC. Prior to the offerings described above, there has been no trading market for the Investment Units within or outside Thailand. The Management Company will apply to the Stock Exchange of Thailand (the “SET”) for the Investment Units to be listed and quoted on the SET.
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