If the tender offer is made because The Stock Exchange of Thailand has approved the de-listing of the underlying shares, Thai NVDR Co.,Ltd. (Thai NVDR) will inform NVDR holders that Thai NVDR will not continue to invest in those underlying shares, and NVDR holders must sell their NVDRs to Thai NVDR at the offeror’s offer price. NVDR holders must submit their requests to sell NVDRs and deliver them to the tender offer agent for the underlying shares within the period specified by Thai NVDR. This period will be set in accordance with that of the offeror.
Details are:
| NVDR tender offer agent: |
NVDR holders must submit requests to sell NVDRs and deliver them to the tender offer agent for the underlying shares, using the NVDR tender offer form. |
| NVDR tender offer period: |
The tender offer period for NVDRs will finish prior to last day specified for the tender offer period for underlying shares. The tender offer agent will conclude NVDR holders’ names and the total of NVDRs which NVDR holders submit a request to sell NVDRs and inform them to Thai NVDR.
If NVDR holders have not sold their NVDRs within the NVDR tender offer period, Thai NVDR will sell the underlying shares to the offeror and purchase the NVDRs from the NVDR holders. (According to section 10 “Mandatory Purchase of NVDRs in case of Delisting” in Part 5 of the Thai NVDR prospectus, “Terms and Conditions of the NVDR”.) |
Delivery of securities on the last day of the tender offer period for the
underlying shares:
| - If the NVDR holders sell to the offeror |
If the NVDR holders have asked to sell their NVDRs to the tender offer agent, the tender offer agent will deliver the NVDRs using the the depository system (PTI), into the “THAI NVDR COMPANY LIMITED FOR TENDER OFFER” account, No. 000-000000013-9. |
| - If the NVDR holders do not sell to the offeror |
: The brokers or custodian banks must transfer the NVDRs of those NVDR holders to Thai NVDR using the depository system (PTI), into account “THAI NVDR COMPANY LIMITED FOR TENDER OFFER”, No. 000-000000013-9 and also send the details of NVDR holders to Thai NVDR. |
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: Thai NVDR will transfer the underlying shares of the above NVDRs to the account of the tender offer agent. |
Payment:
| - If the NVDR holders sells to the offeror |
The tender offer agent will pay NVDR holders within the period and in accordance with the procedures specified by the offeror. |
| - If the NVDR holders do not sell to the offeror |
The tender offer agent will pay Thai NVDR, and Thai NVDR will pay NVDR holders according to the list of names and amounts sent by their brokers or custodian banks. |
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