PTT shareholders gave green light for the Restructuring of PTT, bringing PTTOR to be listed on the SET, widely allocating IPO shares to local individual investors and offering shares to existing shareholders.

Energy Press Releases Tuesday May 2, 2017 09:54
Bangkok--2 May--PTT

Mr. Tevin Vongvanich, President and Chief Executive Office of PTT Public Company Limited,revealed that today the Annual General Meeting of Shareholders of PTT approved the restructuring of PTT consisting of a transfer of the oil business unit, the assets and liabilities of such business unit, and the shares of companies related to the oil business unit from PTT to PTT Oil and Retail Business Company Limited ("PTTOR") (the "Restructuring of PTT") and acknowledged the possibility of the plan for the initial public offering of the ordinary shares of PTTOR (IPO) including the offering of PTTOR's ordinary shares to PTT's existing shareholders who have the rights to subscribe for such allocated shares. However, PTTOR will not offer such shares to shareholders who will cause PTTOR to be subject to rules and regulations of foreign countries (Preferential Share Offering) and the listing of PTTOR on the Stock Exchange of Thailand in the future (the "IPO Transaction")

After this, PTTOR will enter into the process of business transfer only after PTT obtains any approval / consent necessary for the Restructuring of PTT from any relevant governmental authorities and/or agencies according to related rules and regulations before entering into the next step, which are the IPO and the listing of PTTOR on the SET. In this regards, on 28 March 2017, the Cabinet resolved to acknowledge the resolution of the Energy Policy and Planning Committee (EPPC) which agreed that the restructuring of PTT's business will not affect national energy security to any degree.

PTTOR's ordinary shares being offered will be not higher than 55.0% of its registered and paid-up capital after the IPO Transaction, separated into 2 parts as follows: 1) the portion being offered to public investors of not less than 95.0% of PTTOR's ordinary shares being offered and 2) the portion being offered to PTT's existing shareholders who have the rights to subscribe for such allocated shares. However, PTTOR will not offer such shares to shareholders who will cause PTTOR to be subject to rules and regulations of foreign countries (Preferential Share Offering) of not higher than 5.0% of PTTOR's ordinary shares being offered. PTT and PTTOR will construct share allocation plan with certain criteria to ensure that PTTOR's IPO shares will be widely allocated to local individual investors. The offer price has not yet been determined. The price will be determined based on the demand for the securities from investors (Bookbuilding). In this regards, the offer price for preferential share offering shares will be similar to the offer price of ordinary shares to general public.

"PTT is confident that the Restructuring of PTT and the IPO Transaction will provide a clearer corporate structure where PTTOR will be a flagship company in the oil and retail business for PTT Group in the future, with objectives to operate and explore for clear growth opportunities that will enhance the governance and administration of the PTT Group. The Restructuring of PTT and the IPO Transaction will offer PTTOR the flexibility and increase its ability to invest in both domestically and internationally. This expansion will allow SME to grow alongside PTTOR and create more job opportunities to Thai people.

In addition, PTT will list PTTOR on the SET, which expects to help improve clarity and transparency of the oil business unit to the public as more information of operating performance and financial status will be disclosed in accordance with the rules and regulations of the SEC and the SET. Moreover, the Restructuring of PTT and the IPO Transaction are in accordance with the Constitution of the Kingdom of Thailand B.E. 2560 regarding the provision on non-competition with private entities, Mr. Tevin added.

In this regard, the Annual General Meeting of Shareholders of PTT also approved other agenda items, consisting of certification of the 2016 performance statement and approval of the 2016 financial statement ended on December 31, 2016; approval of 2016 net profit allocation and dividend payment; election of directors to replace those who are retired by rotation; approval of the 2017 directors' remuneration; including appointment of an auditor and approval of the 2017 auditing fees.


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