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Printmgr File IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY PERSON OR ADDRESS IN THE U.S. IMPORTANT: You must read the following before continuing. The following applies to the offering memorandum following this page (the “Offering Memorandum”), and you are therefore advised to read this carefully before reading, accessing or making any other use of the Offering Memorandum. In accessing the Offering Memorandum, 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 “U.S. 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 U.S. SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE FOLLOWING OFFERING MEMORANDUM 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 PERSON IN THE UNITED STATES. 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 U.S. SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of your Representation: In order to be eligible to view this Offering Memorandum or make an investment decision with respect to the Securities, investors must be outside the United States. This Offering Memorandum is being sent at your request and by accepting the e-mail and accessing this Offering Memorandum, you shall be deemed to have represented to us that you are outside the United States and that you consent to delivery of such Offering Memorandum by electronic transmission. You are reminded that this Offering Memorandum has been delivered to you on the basis that you are a person into whose possession this Offering Memorandum may lawfully be delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver this Offering Memorandum to any other person. The materials relating to the offering 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 the 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 offering shall be deemed to be made by the underwriters or such affiliate on behalf of the Company in such jurisdiction. This Offering Memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither Credit Suisse (Singapore) Limited, CIMB Bank (L) Limited nor any person who controls it, nor any director, officer, employee nor agent of it, or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Offering Memorandum distributed to you in electronic format and the hard copy version available to you on request from Credit Suisse (Singapore) Limited or CIMB Bank (L) Limited. OFFERING MEMORANDUM (registered in the Kingdom of Thailand as a public company with limited liability) 1,940,000,000 Ordinary Shares (par value Baht 0.10 per share) This is the initial public offering of our ordinary shares of par value Baht 0.10 each (the “Shares”). This offering memorandum (the “Offering Memorandum”) has been prepared by us in connection with the offering of 1,940,000,000 Shares (the “Offering Shares”), consisting of (a) a primary offering (the “Primary Offering”) of 1,212,500,000 Shares (the “Primary Shares”) (consisting of 750,000,000 Shares to be issued by us (the “New Shares”) and 462,500,000 Shares (the “Vendor Tranche A Shares”) to be offered by Mr. Tassapon Bijleveld, Mr. Pornanan Gerdprasert, Mr. Tanapat Ngamplang, Mr. Preechaya Rasametanin, M. L. Bovornovadep Devakula and Mr. Santisuk Klongchaiya (collectively, the “Selling Shareholders”)), and (b) a secondary offering in Thailand (the “Secondary Offering”) of 727,500,000 Shares (the “Vendor Tranche B Shares” or the “Secondary Shares” and, together with the Vendor Tranche A Shares, the “Vendor Shares”) by the Selling Shareholders. The Primary Shares being offered consist of (i) 400,000,000 New Shares (the “International Shares”) being offered to investors outside the United States and Thailand (the “International Offer”) in reliance on Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), through Credit Suisse (Singapore) Limited and CIMB Bank (L) Limited (the “International Managers”) and (ii) 812,500,000 Shares (the “Domestic Shares”) to investors in Thailand (the “Domestic Offer”) through CIMB Securities (Thailand) Co., Ltd. and Thanachart Securities Public Company Limited (the “Joint Thai Lead Underwriters”) in a concurrent domestic public offering. The Domestic Offer comprises an offer of 412,500,000 Domestic Shares in a public retail offer and 400,000,000 Domestic Shares to institutional investors in Thailand. Completion of the International Offer and completion of the Domestic Offer are each conditional on the completion of the other. The New Shares offered in the Combined Offering may be reallocated between the International Offer and the Domestic Offer. The Vendor Tranche B Shares are being offered on a private placement basis through the big lot board of the Stock Exchange of Thailand (“SET”) on the first day on which our Shares are listed on the SET, as described in this Offering Memorandum. Completion of the Secondary Offering is conditional on the completion of the Primary Offering and the listing of our Shares on the SET. The Primary Offering and the Secondary Offering are referred to as the “Combined Offering”. This Offering Memorandum relates to the International Offer only. The Domestic Offer is being made pursuant to a separate prospectus in the Thai language. For information on the methods of sale, see “Plan of Distribution”. The transfer of our shares to non-Thai persons is subject to certain foreign ownership restrictions under the laws of Thailand and our Articles of Association. As a result, investors purchasing the International Shares in the International Offer will be required to purchase and receive Non-Voting Depositary Receipts (“NVDRs” and, together with the Shares, the “Securities”) in lieu of the International Shares. NVDRs are a separate security issued by Thai NVDR Company Limited (the “NVDR Issuer”), a wholly-owned subsidiary of the SET. The terms and conditions of the NVDRs and other information relating to the NVDRs are set out in “Annex A — Issuance of Non-Voting Depositary Receipts — Prospectus”. In addition, you should also read the section “Special Note Regarding NVDRs”, “Risk Factors — Risks Relating to the NVDRs”, “Plan of Distribution” and “Transfer Restrictions” for further information relating to the NVDRs. There is currently no public market for our Securities. We have applied to have our Shares, including the Shares offered in the Combined Offering, approved for listing and trading on the SET. For a description of the SET, see “The Thai Securities Market”. Investing in our Securities involves certain risks. See “Risk Factors” beginning on page 18. Offer Price: Baht 3.70 per Share or per NVDR. In addition to the Offer Price, international investors will be required to pay a brokerage fee in connection with their purchase of Securities purchased in the International Offer. For a description of this brokerage fee, see “Plan of Distribution”. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT AND, SUBJECT TO CERTAIN EXCEPTIONS, MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES. THE SECURITIES ARE BEING OFFERED AND SOLD IN OFFSHORE TRANSACTIONS SOLELY OUTSIDE THE UNITED STATES IN RELIANCE ON REGULATION S. OUR SHARES ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS DESCRIBED UNDER “TRANSFER RESTRICTIONS”. The International Managers are offering the International Shares subject to receipt and acceptance of orders by them and subject to their right to reject any order in whole or in part. Payment for the International Shares is expected to be made on or about May 29, 2012, in immediately available funds, and we expect that delivery of the International Shares will be made to the NVDR Issuer approximately five business days after payment and that our Shares will be approved for listing on the SET no later than seven days after delivery of the Primary Shares. Joint Global Coordinators and Bookrunners Credit Suisse CIMB Thanachart Securities Plc. The date of this Offering Memorandum is May 22, 2012. TABLE OF CONTENTS Page Page Summary .............................. 1 Principal and Selling Shareholders .......... 136 Risk Factors ........................... 18 Description of Shares .................... 137 Use of Proceeds ........................ 36 Description of the NVDR Issuer and the Dividend
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