Singapore 199201624D Conditional Voluntary Tender Offer Instructions

: July 24, 2024
: Singapore

Table of Contents

Singapore 199201624D Conditional Voluntary Tender Offer
Specifications
Product Information
Product Usage Instructions
FAQ
INTRODUCTION
INFORMATION ON GULF, INTOUCH, AIS AND NEWCO3
AMALGAMATION
RATIONALE FOR THE RESTRUCTURING TRANSACTION
FINANCIAL INFORMATION
DISCLOSEABLE TRANSACTIONS
CONTACT
References
Read User Manual Online (PDF format)
Download This Manual (PDF format)

Singapore 199201624D Conditional Voluntary Tender Offer

Specifications

Model Number: 738249
Brand: Singtel
Country of Origin: Singapore

Product Information

The product is a telecommunications device designed for use in Thailand.
It is intended to facilitate communication services and is part of a restructuring transaction involving Intouch Holdings Public Company Limited, Gulf Energy Development Public Company Limited, and Advanced Info Service Public Company Limited.

Product Usage Instructions

Installation

Follow the installation guide provided with the product to set it up correctly.

Operation

Power on the device and follow the on-screen instructions to access its features.
Use the device for making calls, sending messages, and other telecommunications functions.

Maintenance

Regularly clean the device with a soft, dry cloth.
Avoid exposing it to extreme temperatures or moisture.

FAQ

Q: What is the purpose of the Amalgamation mentioned in the user manual?
A: The Amalgamation is a process that will result in the dissolution of Intouch and Gulf, forming a new legal entity called NewCo in Thailand.
Q: How can I participate in the voluntary tender offer mentioned in the manual?
A: For details on participating in the voluntary tender offer, refer to the official announcements released by Intouch and Gulf or visit their website for more information.

GENERAL ANNOUNCEMENT::PROPOSED AMALGAMATION OF INTOUCH AND GULF AND PROPOSED CONDITIONAL VOLUNTARY TENDER OFFER FOR AIS

Issuer & Securities
Issuer/ Manager

SINGAPORE TELECOMMUNICATIONS LIMITED

Securities

SINGTEL – SG1T75931496 – Z74

Stapled Security

No
Announcement Details

Announcement Title

General Announcement

Date &Time of Broadcast

16-Jul-2024 23:14:29

Status

New

Announcement Sub Title

Proposed Amalgamation of Intouch and Gulf and Proposed Conditional Voluntary Tender Offer for AlS

Announcement Reference

SG2407160THR8IUE

Submitted By (Co./ Ind. Name)

Lim Li Ching (Ms)

Designation

Assistant Company Secretary

Description (Please provide a detailed description of the event in the box below)

Please see the attachments.

Attachments

Singtel ann 20240716.pdf
NR 20240716.pdf

SINGAPORE TELECOMMUNICATIONS LIMITED

(Incorporated in the Republic of Singapore)
Company Registration Number: 199201624D

ANNOUNCEMENT

PROPOSED AMALGAMATION OF INTOUCH HOLDINGS PUBLIC COMPANY LIMITED AND GULF ENERGY DEVELOPMENT PUBLIC COMPANY LIMITED (2) PROPOSED CONDITIONAL VOLUNTARY TENDER OFFER FOR ADVANCED INFO SERVICE PUBLIC COMPANY LIMITED

INTRODUCTION

On 16 July 2024 (“Announcement Date”), Intouch Holdings Public Company Limited (“Intouch”), an indirect associated company of Singapore Telecommunications Limited (“Singtel” and together with its subsidiaries, the “Singtel Group”), announced that it had entered into an amalgamation agreement (the “Amalgamation Agreement”) with Gulf Energy Development Public Company Limited (“Gulf”) to effect an amalgamation between Intouch and Gulf (the “Amalgamation””) under the Public Company Limited
Act B.E. 2535 (1992) (as amended) of Thailand.
The Amalgamation, when completed, will result in Intouch and Gulf being dissolved and a new legal entity being formed with the status of a public limited company in Thailand (“NewCo”). It is intended that the shares of NewCo will thereafter be listed and traded on the Stock Exchange of Thailand (“SET”).
In connection with the Amalgamation, Intouch and Gulf (as the companies to be amalgamated into NewCo) as well as Gulf’s major shareholder, Mr. Sarath Ratanavadi (“Gulf’s Major Shareholder”), are required to conduct a conditional voluntary tender offer (the “VTO”) for all of the issued shares in Advanced Info Service Public Company Limited (“AIS” and such issued shares, the “AIS Shares”)1.
Singtel Strategic Investments Pte. Ltd. (“SSI”), a wholly-owned subsidiary of Singtel, and a shareholder of AIS holds approximately 23.3 percent. of all the AIS Shares, intends to participate in the VTO as a joint offeror with Gulf, Intouch and Gulf’s Major Shareholder.
Further information on the Amalgamation and the VTO (collectively, the “Restructuring Transaction”) is set out in the announcements released on SET by Intouch and Gulf on 16 July 20242.
A summary of the Restructuring Transaction is contained in this Announcement.

INFORMATION ON GULF, INTOUCH, AIS AND NEWCO3

Gulf. Gulf is a holding company incorporated in Thailand and is listed on the SET. Gulf invests in energy, infrastructure, utilities and digital businesses.
Intouch. Intouch is listed on the SET and has investments in telecommunications via its 40.4 percent. equity interest in AIS, as well as in media, technology and digital businesses. As at the Announcement Date, Gulf holds 1,519 million shares in Intouch (“Intouch Shares”), representing approximately 47.4 percent. equity interest in Intouch, and Singtel Global Investment Pte. Ltd. (“SGI”), a wholly-owned subsidiary of Singtel, holds 801 million Intouch Shares, representing approximately 24.99 percent. equity interest in Intouch.
AIS. AIS has been a regional associate of Singtel since 1999 and is a major telecommunications operator in Thailand listed on the SET. As at the Announcement Date, Intouch holds approximately 40.4 percent. of all the AIS Shares, and SSI holds approximately 23.3 percent. of all the AIS Shares.
NewCo. NewCo will be a newly formed legal entity incorporated in Thailand resulting from the Amalgamation and shall assume all assets, liabilities, rights, duties and responsibilities of both Intouch and Gulf by operation of law in Thailand.

AMALGAMATION

The Amalgamation is conditional on the satisfaction of certain conditions precedent, including the receipt of regulatory approvals and waivers, approval of the shareholders of Gulf and Intouch, completion of the VTO, and there being no objections from the creditors of Gulf and Intouch. The Amalgamation will result in Intouch being dissolved and accordingly, the 801 million Intouch Shares held by SGI will be extinguished on completion of the Amalgamation.
In exchange for extinguishing all outstanding Intouch Shares and all outstanding shares in Gulf (“Gulf Shares”), shares in NewCo (“NewCo Shares”) will be allotted and issued to the shareholders of Intouch and Gulf as follows (the “NewCo Share Allocation Ratios”):
(i) one Intouch Share to 1.69335 NewCo Shares (which excludes Intouch Shares held by Gulf, such that NewCo Shares will be allotted to all shareholders of Intouch except Gulf4); and
(ii) one Gulf Share to 1.02974 NewCo Shares. The NewCo Share Allocation Ratios were determined based on various valuation methodologies (including, market price, discounted cash flow and analysis of comparable companies) to derive the fair value of Intouch and Gulf. An independent financial adviser will be appointed by each of Intouch and Gulf to opine on the Amalgamation (including, the appropriateness of the NewCo Share Allocation Ratios), and the opinion of the independent financial adviser of each of Intouch and Gulf will be provided to the respective shareholders of each of Intouch and Gulf, before the shareholders met Intouch and Gulf to approve the Restructuring Transaction. In connection with the Amalgamation, Intouch is proposing to pay a special cash dividend of THB 4.50 (or approximately S$ 0.175) for each Intouch Share before completion of the Amalgamation.
It is envisaged that SGI will receive approximately 1,357 million NewCo Shares, representing approximately 9.16 percent. of all NewCo Shares, on completion of the Amalgamation, and a special cash dividend of THB 3.64 billion (or approximately S$ 0.14 billion) from Intouch.
The Amalgamation is expected to be completed by the second quarter of 2025.

VTO

Under the Amalgamation, NewCo will assume Intouch’s 40.4 percent. equity interest in AIS by operation of law in Thailand. As a result, NewCo will hold AIS Shares exceeding the threshold requiring a mandatory tender offer to be made, according to the relevant securities law in Thailand, and will be obliged to make a mandatory tender offer for all the AIS Shares it does not own after the completion of the Amalgamation. Additionally, as Gulf’s Major Shareholder will hold more than 50 percent. of all NewCo Shares on completion of the Amalgamation, he is also obliged to make a mandatory tender offer for all the AIS Shares after the completion of the Amalgamation by the “chain principle” under the relevant securities law and regulations in Thailand.
Intouch and Gulf have obtained a waiver from the Office of Securities and Exchange Commission, Thailand, (the “SEC”) and the Takeover Panel for NewCo about its obligation to make the mandatory tender offer for AIS, on condition that Intouch and Gulf will carry out the VTO on behalf of NewCo. Gulf’s Major Shareholder has also obtained a waiver from the SEC and the Takeover Panel about his obligation to conduct a mandatory tender offer for AIS, on condition that he participates in the VTO together with Intouch and Gulf.
The VTO is conditional on the satisfaction of certain conditions precedent, including the receipt of regulatory approvals and waivers, approval of the shareholders of Gulf and Intouch, as well as Gulf, Intouch and Gulf’s Major Shareholder securing sufficient credit facilities to fund the VTO.
SSI will participate in the VTO as a joint offeror with Gulf, Intouch and Gulf’s Major Shareholder, on the same conditions and at the same offer price of THB 216.30 (or approximately S$ 8.01) per AIS Share, payable in cash. The offer price per AIS Share was determined using various valuation methodologies (including, market price, discounted cash flow, and analysis of comparable companies) to derive the fair value of AIS. An independent financial adviser will be appointed by each of Intouch and Gulf to opine on the offer price per AIS Share, and the opinion of the independent financial adviser of each of Intouch and Gulf will be provided to the respective shareholders of each of Intouch and Gulf before the shareholders met Intouch and Gulf to approve the Restructuring Transaction. The offer price per AIS Share is subject to certain adjustments and will be reduced to take into account any dividends or other distributions paid or payable by AIS after the Announcement Date, where the record date for such dividends or distributions falls before the settlement date under the VTO.
Excluding the AIS Shares currently held by SSI and Intouch, the joint offerors will make the tender offer for 1,078 million AIS Shares, representing approximately 36.25 percent. equity interest in AIS.
About the AIS Shares which may be tendered in acceptance of the VTO, (a) the first 5 percent. of all AIS Shares will be allocated to SSI, (b) thereafter, the next 5 percent. will be allocated to Intouch, (c) thereafter, the next 5 percent. will be allocated to Gulf. Any additional AIS Shares tendered in acceptance of the VTO more than the aforesaid 15 percent. but not exceeding 36 percent. of all AIS Shares, will be allocated to SSI, Gulf, and Intouch in equal proportion, provided that the maximum number of AIS Shares that SSI will acquire under the VTO will be the lower of (i) 10 percent. of all AIS Shares or (ii) the remaining foreign shareholding headroom available in AIS at the relevant time. AIS Shares tendered in acceptance of the VTO more than 36 percent. but not exceeding 36.25 percent. of all AIS Shares will be allocated to Gulf’s Major Shareholder.
On the assumption that SSI acquires 10 percent. of all the AIS Shares (based on the maximum limits set out in paragraph 4.6 of this Announcement), SSI will have acquired 297 million AIS Shares (“Maximum VTO Shares”) at an aggregate consideration of THB 64.33 billion7 (or approximately S$ 2.38 billion). SSI intends to fund the VTO with internal cash and loans. On completion of the VTO, taking into account the existing AIS Shares held by SSI as at the Announcement Date and assuming SSI acquires the Maximum VTO Shares, SSI would hold 991 million AIS Shares in aggregate, representing approximately 33.3 percent. equity interest in AIS.
The VTO is expected to be made in the second half of 2024. The terms and conditions of the VTO will be set out in an announcement to be made by Intouch and Gulf on the SET in due course.
In connection with its participation in the VTO, SSI shall, before the commencement of the VTO, deposit all of the AIS Shares held by it into escrow with a brokerage agent. Additionally, SSI shall adhere to a moratorium on the disposal of its AIS Shares until the completion of the VTO.

RATIONALE FOR THE RESTRUCTURING TRANSACTION

The Amalgamation aims to simplify the existing shareholding structure of the two holding companies, namely, Intouch and Gulf, which are both listed on the SET. This will result in the removal of Intouch as the intermediate holding company of AIS, improving efficiencies and eliminating costs from Intouch’s listing obligations.
The VTO offers an opportunity for the Singtel Group to increase its direct stake in AIS which has consistently been a strong brand and business. Singtel sees growth potential with the rapid digitalization and 5G adoption in Thailand and the industry’s return to a more sustainable structure. Singtel expects AIS to strengthen its market position as it executes its fixed-mobile convergence strategy to deliver greater digital access to its customers.

FINANCIAL INFORMATION

Amalgamation
Concerning the Intouch Shares

Net Asset / Book Value. The net asset/book value of the Intouch Shares held by SGI in the audited consolidated financial statements of Singtel as at 31 March 2024 is approximately S$1.74 billion.
Open Market Value. Based on the volume weighted average price of THB 76.32 (or approximately S$ 2.83) per Intouch Share traded on the SET on 15 July 2024, being the market day immediately preceding the Announcement Date (the “Latest Practicable Date”), the aggregate open market value of the Intouch Shares held by SGI is approximately THB 61.15 billion (or approximately S$ 2.27 billion).
Estimated Net Gain on Disposal. The estimated net gain on disposal over the book value for the Singtel Group under the Amalgamation is approximately S$ 0.4 billion8, after considering (a) the expected special cash dividend of THB 3.64 billion (or approximately S$ 0.14 billion) from Intouch and (b) the latest open market value of the Intouch Shares held by SGI of approximately THB 61.15 billion (or approximately S$ 2.27 billion) as at the Latest Practicable Date, which is deemed to be the aggregate value of the approximately 1,357 million NewCo Shares to be received by SGI on completion of the Amalgamation.
Net Profit. The net profit attributable to the Intouch Shares held by SGI in the audited consolidated financial statements of Singtel for the financial year ended 31 March 2024 is S$0.1 billion.

VTO
About the Maximum VTO Shares

Net Asset / Book Value. The net asset/book value of AIS attributable to the Maximum VTO Shares as at 31 March 2024 is THB 8.54 billion (or approximately S$ 0.32 billion).
Open Market Value. Based on the volume weighted average price of THB 222.55 (or approximately S$ 8.24) per AIS Share traded on the SET on the Latest Practicable Date, the Maximum VTO Shares have an aggregate open market value of THB 66.19 billion (or approximately S$ 2.45 billion).
Net Profit. The net profit attributable to the Maximum VTO Shares would be approximately S$ 37 million, based on the consolidated financial statements of Singtel for the financial year ended 31 March 2024, assuming that the VTO had been completed on 1 April 2023.

DISCLOSEABLE TRANSACTIONS

Relative Figures. The relative figures for the Amalgamation and the VTO9, and for the Restructuring Transaction as a whole, computed on the bases set out in Rule 1006 of the Listing Manual of the Singapore Exchange Securities Trading Limited are as follows:

Bases

| Relative Figures
---|---

Amalgamation

|

VTO

| Restructuring Transaction
Rule 1006(a)

The net asset value of assets to be disposed of, compared with the net asset value of the Singtel Group as at 31 March 2024

|

7.0%(i)

|

N.A.

|

7.0%

Rule 1006(b)

Net profits attributable to the assets acquired or disposed of, compared with the net profits of the Singtel Group for the financial year ended 31 March 2024

|

12.1%(ii)

|

3.8%(iii)

|

8.3%(iv)

Rule 1006(c)

The aggregate value of the consideration given or received, compared with Singtel’s market capitalization (v) based on the total number of issued shares excluding treasury shares

|

4.8%(vi)

|

4.8%(vii)

|

9.6%

Rule 1006(d)

Number of equity securities issued by Singtel as consideration for an acquisition, compared with the number of equity securities previously in issue

|

N.A.

Rule 1006(e)

The aggregate volume or amount of proved and probable reserves to be disposed of, compared with the aggregate of the Singtel Group’s proved and probable reserves

|

N.A.

N.A. denotes not applicable

Notes

Calculated as Intouch’s net asset value as at 31 March 2024 attributable to SGI’s 801 million Intouch Shares to be disposed of under the Amalgamation, divided by the net asset value of the Singtel Group as at 31 March 2024.
Calculated as Intouch’s net profits for the 12 months ended 31 March 2024 attributable to SGI’s 801 million Intouch Shares to be disposed of under the Amalgamation, divided by the net profits of the Singtel Group for the financial year ended 31 March 2024.
Calculated as AIS’s net profits for the 12 months ended 31 March 2024 attributable to the Maximum VTO Shares, divided by the net profits of the Singtel Group for the financial year ended 31 March 2024.
The aggregate relative figure under Rule 1006(b) for the Restructuring Transaction is not a straight addition of the relative figures under Rule 1006(b) for the Amalgamation and the VTO. The completion of the Amalgamation will result in a decrease in the net profits of the Singtel Group as the Singtel Group will thereafter cease to equity account for the profits of Intouch, while completion of the VTO will result in an increase in the net profits of the Singtel Group as the Singtel Group will thereafter equity account for the profits attributable to the Maximum VTO Shares.
Singtel’s market capitalization is based on 16,513 million ordinary shares at a weighted average price of S$3.00 per Singtel share transacted on the Latest Practicable Date.
The aggregate value of the consideration to be received by SGI under the Amalgamation is deemed to be the aggregate value of (a) the expected special cash dividend of THB 3.64 billion (or approximately S$ 0.14 billion) from Intouch and (b) the latest open market value of the Intouch Shares held by SGI of S$ 2.27 billion as at the Latest Practicable Date.
The aggregate value of the consideration to be paid by SSI under the VTO is S$ 2.38 billion, which is computed based on the Maximum VTO Shares multiplied by the offer price of THB 216.30 (or approximately S$ 8.01) per AIS Share.

PRO FORMA FINANCIAL EFFECTS OF THE RESTRUCTURING TRANSACTION

Illustrative Financial Effects. For illustrative purposes only, the financial effects of the Restructuring Transaction on the (a) net tangible assets (“NTA”) per Singtel share, and (b) earnings per Singtel share (“EPS”), based on the audited consolidated financial statements of Singtel for the financial year ended 31 March 2024, are set out below.
NTA. Assuming that the Restructuring Transaction was completed on 31 March 2024, being the end of the most recently completed financial year of the Singtel Group, the proforma financial effects on the consolidated NTA per Singtel share as of 31 March 2024 are as follows:

| Before the Restructuring Transaction| After the Restructuring Transaction
---|---|---
NTA (S$ million)| 16,762| 17,406
NTA per Singtel share (S$)| 1.02| 1.05

EPS. Assuming that the Restructuring Transaction had been completed on 1 April 2023, being the beginning of the most recently completed financial year of the Singtel Group, the proforma financial effects on the consolidated EPS are as follows:

| Before the Restructuring Transaction| After the Restructuring Transaction
---|---|---
Profits attributable to shareholders(I) (S$ million)| 795| 1,228
EPS (Singapore cents)| 4.82| 7.44

Note
Profits attributable to shareholders” means profits after tax and minority interests.

INTERESTS OF DIRECTORS AND CONTROLLING SHAREHOLDER

Directors’ Interests. Save for any Singtel shares that they may hold, none of the directors of Singtel (each, a “Director”) has any interest, direct or indirect, in the Restructuring Transaction.
Controlling Shareholder’s Interests. Temasek Holdings (Private) Limited (“Temasek”), Singtel’s controlling shareholder, has a direct interest in 8.3 billion Singtel shares and a deemed interest (through interests of subsidiaries and associated companies) in 237 million Singtel shares, representing an aggregate interest of approximately 51.72% in all Singtel shares as 8 July 2024. Save for its indirect interest in Intouch and AIS through its Singtel shares, Temasek does not have any interest, direct or indirect, in the Restructuring Transaction.

DIRECTORS’ SERVICE CONTRACTS
No person is proposed to be appointed as a Director in connection with the Restructuring Transaction. Accordingly, no service contract is proposed to be entered into between Singtel and any such person.
Issued by Singapore Telecommunications Limited on 16 July 2024.

Singtel backs amalgamation of Intouch and GULF in a move to simplify Thai associate AIS’ holding structure
Intends to increase direct stake in AIS through voluntary tender offer

Singapore, 16 July 2024 – Singtel today announced its support for the amalgamation of Intouch Holdings and GULF, Intouch’s largest shareholder, which will create a leading digital and energy infrastructure player in Southeast Asia (NewCo). This group restructuring will simplify Singtel’s shareholding in its Thai associate AIS by removing Intouch as the intermediary holding company.
Currently, Singtel and GULF hold 24.99% and 47.37% in Intouch respectively while Intouch holds 40.44% in AIS, with all three entities listed on the Thai stock exchange.
In exchange for its stake in Intouch, Singtel will receive an approximately 9% stake in NewCo, which is expected to become one of the largest and most liquid-listed companies in Thailand. Singtel will also book an estimated gain of S$0.4 billion from the amalgamation. After the completion of the transaction, Singtel will evaluate options for its stake in NewCo as it continues to be a long-term investor in Thailand while proactively managing capital to create value for shareholders in line with its Singtel28 strategy. Mr Arthur Lang, Singtel’s Group CFO said, “For some years now, Singtel and GULF, as major shareholders of Intouch, have been working to streamline the diversified holding structure of Intouch.
We believe it is in the best interests of stakeholders to simplify AIS’ shareholding structure and are supportive of this move. We have always preferred to hold direct stakes in our associates and this amalgamation is a step in the right direction. In addition to the special dividend of THB 4.50 per share which Intouch will be proposing for its Board’s approval, we have the opportunity to increase our 23.3% direct stake in AIS, which has consistently been a strong brand and business, through this transaction.” As part of the transaction, Singtel will participate in a conditional voluntary tender offer with GULF, Intouch, and GULF’s major shareholder Mr Sarath Ratanavadi to acquire all other shares in AIS’ public float at THB 216.3 per share. Singtel will be allocated the first 5% of shares in AIS tendered in acceptance of this offer and the maximum number of shares it can acquire will not exceed 10% of shares in AIS. There is no intention to privatize AIS at this juncture.
“Thailand has been a key market in the Southeast Asia region for Singtel since we made our initial investment in AIS some 25 years ago. We see good growth potential with the rapid digitalization and 5G adoption in the country and the mobile industry’s return to a more sustainable structure. We expect AIS to strengthen its position as it executes on its fixed-mobile convergence strategy to deliver greater digital access. We will continue to invest in AIS with our Thai partner to help accelerate Thailand’s digital transformation,” Mr Lang added.
Thailand’s digital economy is expected to contribute 30% to national GDP by 20271 and the rapid pace of digital transformation in the country presents significant opportunities in both the consumer and enterprise space. AIS is in a unique position to benefit from these tailwinds following the acquisition of internet service provider 3BB which strengthened its fixed-mobile convergence strategy.
The transaction is expected to be completed by the second quarter of 2025, subject to customary regulatory approvals, approval from the shareholders of Intouch and GULF, and satisfaction of conditions precedent in the amalgamation agreement.

About Singtel

Singtel is a leading Asian communications technology group, operating next-generation connectivity, digital infrastructure and digital businesses including regional data center arm Nxera and regional IT services arm NCS. The Group has a presence in Asia,
Australia and Africa and reaches over 780 million mobile customers in 21 countries.
For consumers, Singtel delivers a complete and integrated suite of services, including mobile, broadband and TV. For enterprises, Singtel offers a complementary array of workforce mobility solutions, data hosting, cloud, network infrastructure, analytics, and cyber security capabilities.
Singtel is dedicated to continuous innovation, harnessing technology to create new and exciting customer experiences, supporting enterprises in their digital transformation and shaping a more sustainable, digital future.
For more information, visit www.singtel.com.