SET Announcements

organisation's structure, human resource management (except for voluntary resignation); nor does the Applicant plan to dispose of any of the main assets of the Business or its subsidiaries; nor will the Applicant change the dividend policy and financial structure (except to the extend that the investment for the PQI Project will comprise of new credit facilities from financial institutions and capital investment from share offering that may impact on the financial structure). However, PTT will proceed with the restructuring of its refinery business in order to enhance administrative efficiency of the group, benefiting both PTT and the other group companies and PTT will also increase its representatives on the board of directors of the Business. With regard to the gas station business, PTT will largely retain the existing business policy of each company with reasonable operation and growth in accordance with the business conditions, making investment that can create value and economic profit including enhancement of the competitive efficiency of each company. 9.2 Connected transaction PTT and BCP have discussed and agreed on the business collaboration by entering into two contracts and a memorandum of understanding. Such business collaboration will be transacted in the ordinary course of business for both companies and under the normal business terms and conditions, including reflecting the market price. A summary of the key terms are set out as follows: Product Offtake Agreement * Product offtake Before the commercial operation date of the PQI Project, PTT is entitled to offtake the following products from BCP: * Up to 30% of BCP's production for all products other than LPG and fuel oil high pour (the offtake volume of PTT shall not be more than the production capacity of BCP deducted by BCP's retail market). * all LPG and fuel oil high pour from BCP's production but shall not exceed the production capacity of BCP with the offtake volume to be mutually agreed by PTT and BCP. * The price to be paid by PTT will be at Ex-Refinery except for LPG which shall be adjusted in proportion to exported volume and price if BCP exports LPG. After the commercial operation date of the PQI Project, PTT will be entitled to offtake the following products: * Not less than 5 - 10 million litres per month for Jet A-1; * Not less than 30% of BCP's production for gasoline and diesel; * all BCP's production in excess of BCP's retail market; * all LPG from BCP's production will be offtaken by PTT which shall not exceed the production capacity of BCP with the offtake volume to be mutually agreed by PTT and BCP. * In the case that BCP cannot deliver the products at the level described above and PTT has to procure the products from other sources at a higher cost, BCP must compensate PTT on the price difference for the undelivered volume except during BCP's refinery shutdown period. * The price to be paid by PTT will be at Ex-Refinery except for LPG which shall be adjusted in proportion to exported volume and price if BCP exports LPG. Both parties shall agree on the product swap and/or reduction of transportation costs between their depots. Feedstock Supply Agreement * The terms and conditions of the Feedstock Supply Agreement between PTT and BCP, including pricing structure will be based on those of the feedstock supply agreements which PTT has executed with its affiliated companies engaged in the refinery business.The pricing structure for feedstock supply by PTT to BCP will be at the agreed market price plus an administration fee.PTT will supply all feedstock to BCP.This is because PTT can manage the procurement of feedstock by coloading crude with other refineries in the PTT's group and share the tanks and facilities in order to minimise BCP's crude procurement costs. Memorandum of Understanding on Logistics * PTT and BCP will jointly conduct a study on how to do a product swap in order for BCP and PTT to be the central distributor of oil products in Bangkok and the Greater Bangkok region. * PTT and BCP will jointly investigate using their existing Thappline, FPT line, oil depots, ports and facilities in order to maximise benefits. 10. With this application submitted by the Applicant to the Office of the SEC, the Office of the SEC will grant a waiver exempting us from making a mandatory tender offer in accordance with the following conditions: 10.1 The shareholders' meeting of the Business adopts a resolution allowing the Business to issue the new securities to in accordance with the following conditions: (1) if the number of securities to be acquired by us according to Item 1 of this application does not results in us being a shareholder who has voting rights reaching or crossing 50% of the total voting rights in the Business, we shall seek a resolution consisting of the votes of not less than three-quarters of the total votes of the shareholders who are present at the meeting and eligible to vote; or (2) if the number of securities to be acquired by us according to Item 1 of this application results in us being a shareholder who has voting rights reaching or crossing 50% of the total voting rights in the Business, we shall seek a resolution of not less than least three-quarters of the total votes of the shareholders present at the meeting and eligible to vote with no objection from shareholders amounting to 5% in aggregate of the total votes of the shareholders who are present at the meeting and eligible to vote and that the securities to be acquired must be from of the securities remaining from the rights issue. If we are a shareholder of the Business, we shall abstain from exercising our voting rights on the above matter. 10.2 All shareholders of the Business shall have received adequate information for their decision making. A convening notice for that meeting shall at least contain the particulars required by the relevant notification of the Office of the SEC; 10.3 Neither the person referred to in Section 258 of the SEC Act nor us have acquired securities in the Business from the date on which the Board of Directors of the Business resolves to issue the new securities to us until the date on which the shareholders' meeting of the Business passes the resolution; 10.4 If the share price or conversion price concerning the convertible securities to be acquired by us according to Item 1. of this application is considered as an offering for sales of new shares at a price lower than the market price in accordance with the SEC notification regarding the application and permission for offering of new shares, we shall ensure that the shareholders' meeting of the Business, the convening notice for that meeting and the resolution passed by that meeting shall comply with the rules and procedures prescribed by the above SEC notification; 10.5 If we are a connected person of the Business, no votes of the person(s) referred to in Section 258 of the SEC Act on the resolution according to paragraph 10.1 shall be counted. By this application, we have disclosed the information required by sub-clause 4(1) of the Notification of the Office of the SEC No. Sor Jor. 36/2546. We hereby certify that all information and statements in this application are true and accurate. This application contains no information that may be misleading nor did we conceal any material information that should have been disclosed. (Signed) Company seal (if any) (Mr. Prasert Bunsumpun) Applicant * This form can be downloaded from http://www.sec.or.th/corpfin/form/takeover/2477.doc 1 The proposed number of reserved shares is equal to the number of units multiplied by the number of shares which may be acquired through the exercise of the right to purchase or convert the convertible securities in such series. 2 The total issued shares of the Business is equal to the total issued shares of the Business calculated after this capital increase, plus the proposed reserved shares for the conversion of the convertible securities. 3 The total voting rights in the Business is equal to the whole voting rights in the Business calculated after this capital increase plus the total voting rights of the proposed reserved shares for the conversion of the convertible securities. 4 The total issued shares of the Business is equal to the aggregate number of ordinary shares and preferred shares. 5 The total voting rights in the Business is equal to the total voting rights attached to the total issued shares of the Business. 6 The number of reserved shares held before asking for the resolution is equal to the number of shares which are to be acquired by the exercise of rights to purchase or convert any convertible securities with a waiver on the mandatory tender offer at any time before this proposed transaction (if any). 7 See details in footnote 1. 8 See details in footnote 1. 9 The total voting rights in the Business is equal to the sum of (i) the total voting rights in the Business after this capital increase plus (ii) the total voting rights attached to the shares reserved for the conversion of any convertible securities held by the persons in I - III. 10 For calculating purposes, the person referred to in section 258 of the SEC Act and the shareholder who is subject to the common control shall be considered as the same group. 11 If any shareholder whose name is on the above list has the substantial power by circumstances to direct the policy making, management and operation over the Applicant (e.g. the power to send its representative to act as authorised director of the Applicant) and holds the stake for the benefit of any person (ultimate shareholder) (e.g. such shareholder is a holding company or nominee account), please specify the identity of the ultimate shareholder, including the nature of its business. 12 The total issued shares of the Applicant is equal to the aggregate amount of its ordinary shares and preferred shares, less the shares repurchased and non-allocated as at the end of the month immediately preceding the filing date of this application. 13 The total voting rights in the Applicant is equal to the total voting rights attached to the total issued shares of the Applicant.