Standard Chartered Bank

Transcription

1 Tender Offer for Securities of Standard Chartered Bank (Thai) Public Company Limited Tender Offeror Standard Chartered Bank Tender Offer Preparer and Tender Offer Agent Thanachart Securities Public Company Limited

2 Form Tender Offer for Securities of Standard Chartered Bank (Thai) Public Company Limited Index Part 1 Summary of thetender Offer Page 1 Part 2 Part 3 Details of the Offeror 1. Information on the Offeror Page 4 2. Information on the Financial Advisor and Tender Offer Preparer Page 7 and the Tender Offer Agent 3. Information on the other advisors Page 7 4. Relationship between the Offeror and the Company, the major Page 7 shareholders or directors of the Company 5. Other information relating to the decision of the securities holders Page 8 Details on the Company 1. Information on the Company Page Operation plan after the Tender Offer Page 12 Part 4 Additional Details of the Tender Offer 1. Procedures for acceptance of the Tender Offer Page Procedures for purchasing the securities Page Settlement and payment procedures Page Right of the securities holders who accept the Tender Offer Page Condition to revoke the tendered shares Page Determination of the Offer Price Page Acquisition of securities before the Tender Offer Page 20 Part 5 Verification of the Correctness of the Information Page 21 APPENDIX 1 APPENDIX 2 APPENDIX 3 APPENDIX 4 APPENDIX 5 Latest Audited Financial Statement of the Offeror Tender Offer Acceptance Procedure, Form of Acceptance for Tender Offer of the Ordinary Shares of Standard Chartered Bank (Thai) Public Company Limited, and Power of Attorney Tender Offer Cancellation Procedure, Form of Cancellation of Acceptance for Tender Offer of the Ordinary Shares of Standard Chartered Bank (Thai) Public Company Limited, and Power of Attorney Form for Declaration of Cost of Tendered Shares Request Form for Rectifying Items in the Security Holder Record

3 Tender Offer for Securities of Standard Chartered Bank (Thai) Public Company Limited TO All securities holders of Standard Chartered Bank (Thai) Public Company Limited We, Standard Chartered Bank ( SCB or the Offeror ), hereby offer to purchase securities of Standard Chartered Bank (Thai) Public Company Limited ( SCBT or the Company ) in accordance with the terms set out below ( the Offer ). Part I Summary of the Tender Offer 1. Tender Offer submission date: 23 July Tender Offeror Standard Chartered Bank 3. Tender Offer preparer Thanachart Securities Public Company Limited ( TNS ) 4. Purpose of the Tender Offer 4.1 In order to comply with Stock Exchange of Thailand ( SET ) s regulations and rules of Delisting of Securities, 1999 according to the voluntary delisting from the Stock Exchange of Thailand which approved by Extraordinary General Meeting of Shareholders No. 1/2007 on 10 July In addition, SET approved the SCBT voluntary delisting on 18 July 2007 with condition that the company has to cause the offer to purchase shares from stockholders for the period of 45 business days prior to the last trading day is fixed by SET. 4.2 In order to comply with Securities and Exchange Commission s notification no. KorJor 53/2545 Re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers dated 18 November Type and class of securities offered to purchase The Offeror offers to purchase all the ordinary shares of SCBT, which it does not presently own, which amount to 1,957,017 shares in total, each share with one voting right, representing % of total issued and paid-up shares, or % of total voting rights, respectively. 6. Offer price: The offer price for the remaining ordinary shares is Baht 22 (Twenty Two Baht) per share ( Offer Price ) to deliver by means of cash. Shareholders accepting this Offer are not subject to the brokerage fee of 0.25% of the Offer Price and Value-added Tax (VAT) at the rate of 7% of the brokerage fee. Therefore, the net Offer Price after deducting the brokerage fee and VAT, received by the securities holders is Baht 22 per share ( Net Offer Price ). The Offer Price is Page 1

4 ( ) the final Offer Price which will not be changed (unless falling within the condition prescribed in Clause 8). ( ) not the final Offer Price and the Offeror may change the Offer Price. 7. Tender Offer period: Tender Offer period will be a total of 45 business days from 25 July 2007 to 27 September 2007 (the Offer Period ). Shareholders accepting the Offer can submit the completed Tender Offer Acceptance Form (enclosed in Appendix 2) together with the other required documents on the Offer Period during the hours of 9.00 a.m. to 4.00 p.m., which ( ) is the final Offer Period which will not be extended (unless falling within the condition prescribed in clause 8). ( ) is not the final Offer Period and the Offeror may extend the Offer Period. 8. Conditions to amend the Tender Offer: ( ) No condition. ( ) Having the condition to amend the Offer as follow: ( ) The Offeror may reduce the Offer Price or extend the Offer Period upon an occurrence of any event or action which causes or may cause a material adverse effect to the assets or status of the Company during the Offer Period; or ( ) The Offeror may amend the Offer or extend the Offer Period in order to compete with the other offeror if there is another offeror who submits a competing Tender Offer during the Offer Period. 9. Conditions of cancellation of the Tender Offer: The Offeror may cancel the Tender Offer upon the occurrence of one or more of the following events during the period between the submission of the Tender Offer document to the Office of the Securities and Exchange Commission ( the SEC ) and the end of the Tender Offer period. 9.1 Any event or action occurring, after the submission of the Tender Offer documents, to the SEC but before the end of the Tender Offer Period, which have or may have a material adverse effect on the Company s status or assets, and where such event or action is not the result of the Offeror s actions under the responsibility of the Offeror; or 9.2 Any event which cause the delisting from the SET to be hold back or rejected. 10. The period that securities holders can revoke their tendered shares Securities holders can revoke their tendered shares during the hours of the Tender Offer Agent from 9.00 a.m. to 4.00 p.m. on business days from the period of 25 July 2007 to 30 August 2007 (totally 25 business days). Note that both dates are inclusive. 11. Allocation of purchase amount in the event that there are shareholders intending to sell shares more or less than the amount of shares offered to purchase (only for the partial offer under the Section 5 of the Notification of the SEC No. Kor. Jor. 53/2545) The Offeror offers to purchase all ordinary shares of SCBT (not owned by the Offeror). 12. Source of funds to finance the Tender Offer The Offeror will use its working capital to finance and complete the Offer, which, in the event that all SCBT s shareholders accept the Offer and intend to sell their shares, will total 1,957,017 shares. A total amount of approximately Baht million would be required to settle acceptance under the Offer. Page 2

5 As of December 31, 2006, the Offeror had total assets and shareholders equity of US$268,554 million (Baht 9,730 billion 1 ) and US$17,893 million (Baht 648 billion 1 ) respectively. This serves to illustrate that SCB has adequate financing to fund the approximately Baht million required to acquire all the shares in SCBT that are not currently owned by SCB. Thanachart, in the capacity of Tender Offer Preparer, has reviewed the Offeror s sources of funds and considers that the Offeror has sufficient funds to conduct and complete this Offer. 13. Tender Offer Agent Venue for collection and submission of the Tender Offer Acceptance Forms Name : Thanachart Securities Public Company Limited Address : Operation and Business Support Department 444 MBK Tower 14 th Floor (Zone AB), Phayathai Road, Wangmai, Pathumwan, Bangkok Thailand Tel. : (662) Ext Fax : (662) Date of payment : 2 October As of December 31, 2006, exchange rate of US$1 = Baht Page 3

6 Part II Details of the Offeror 1. Information on the Offeror 1.1 General Information Name : Standard Chartered Bank ( SCB ) Address : 1 Aldermanbury Square, London EC2V 7SB, England Tel. : Fax : Reg No. : ZC Business information and other information (1) Summary of business SCB has its headquarters located in England. It provides a wide range of financial services by serving both Consumer and Wholesale Banking customers. Consumer Banking provides credit cards, personal loans, mortgages, deposit taking and wealth management services to individuals and small and medium-sized enterprises. Wholesale Banking provides corporate and institutional clients with services in trade finance, cash management, lending, custody, foreign exchange, debt capital markets and corporate finance. SCB operates its businesses in many parts of the world but in particular aims to lead the way in Asia, Africa and the Middle East. These areas are where the majority of its business activities take place, but it is also present in the UK and in the Americas. SCB founded its branch in Thailand in 1894 and today provides a wide range of financial service to corporate, institutional and individual customers in Thailand through Standard Chartered Bank (Thai) PCL. (2) Registered and Paid-up Capital SCB, as of December 31, 2006, had issued and paid-up capital at the amount of US $ 8,746 million (Baht 317 billion 2 ) comprising of 8,746 million ordinary shares at par value of US$1 (3) List of ten largest shareholders 100% of SCB s total issued shares are held by Standard Chartered Holdings Limited ( SCHL ) which, in turn, is wholly owned by Standard Chartered PLC., which is listed on the London Stock Exchange. Standard Chartered PLC is therefore the ultimate shareholder of SCB. 2 As of December 31, 2004, exchange rate of US$1 = Baht Page 4

7 Standard Chartered PLC s top ten registered shareholders as at March 31, 2007 were as follows: Shareholder Name Number of Shares % of Total Issued Shares % of Total Voting Rights 1 Nortrust Nominees Limited 192,897, The Bank Of New York (Nominees) Limited 40,423, Chase Nominees Limited 39,202, State Street Nominees Limited 39,102, HSBC Global Custody Nominee (UK) 34,501, HHH Hong Kong Control 34,415, BNY (OCS) Nominees Limited 33,847, Prudential Client HSBC GIS Nominee (UK) 29,856,618 Limited Nortrust Nominees Limited 27,167, Chase Nominee Limited 25,588, Standard Chartered PLC s top disclosed beneficial shareholdings as at February , which has been extracted from Standard Chartered PLC s annual report and accounts for the year ended December 31, 2006, were as follows: Shareholder Name Number of Shares % of Total Issued Shares % of Total Voting Rights 1 Temasek Holdings (Private) Limited 153,365, Fidelity Investments 68,506, Legal & General Group Plc. 47,256, English law requires shareholders to disclose to Standard Chartered PLC all interests of 3% or more in its issued ordinary share capital. Standard Chartered PLC is not aware of any other shareholder who controls 3% or more of its shares. (4) List of Court of Directors The members of SCB s Court of Directors as of December 31, 2006 Name Position 1 Peter Alexander Sands Chairman 2 Gareth Richard Bullock Deputy Chairman 3 Michael Bernard DeNoma Director 4 Richard Henry Meddings Director 5 Timothy John Miller Director 6 Kaikhushru Shiavax Nargolwala Director 7 Alun Michael Guest Rees Director (5) Summary of financial status and operation of the Offeror Page 5

8 Unit: US$ million Date: Dec Total assets 99, , ,554 Total loans 55,758 56, ,299 Total deposits 53,447 57, ,615 Total liabilities 90, , ,117 Total shareholders equity 8,522 11,526 18,437 Registered capital 3,099 10,005 10,005 Paid-up capital 3,091 7,740 8,746 Interest income and dividend income 3,658 4,428 12,987 Non-interest income 1,732 1,932 3,661 Total income 5,390 6,360 16,648 Interest expense 1,777 2,518 7,629 Non-interest expense 2,113 2,047 5,279 Total expenses 3,890 4,565 4,885 Bad debts and doubtful accounts Net profit 1,003 1,136 2,298 Net profit per share (US$) Dividend per preferred shares (US$) Dividend per equity shares (US$) Book value per share (US$) Note: The latest audited financial statements are attached in Appendix 1. (6) Material Encumbrance Details of SCB s contingent liabilities are as follows: As of December 31, 2006 US$ million Guarantees and irrevocable letters of credit 18,344 Credit line commitment 64,484 Documentary credits and short term trade related transactions 5,029 Forward asset purchases and forward deposits placed 31 Other contingent liabilities 9,046 Total 96,934 (7) Criminal Records SCB has been operating for over 150 years and is governed by local laws and regulations in over 50 territories in which it operates. As at December 31, 2006, SCB is not aware of any criminal charges or convictions of material relevance to SCB. So far as SCB is aware, none of the directors/top 10 executives of SCB (SCB's "Group Management Committee") has any criminal record. (8) Pending Legal Dispute(s) So far as SCB is aware, neither SCB nor any director/member of the Group Management Committee is engaged in any legal dispute which may have a material adverse effect on the financial position or business operations of SCB. 2. Information on the Financial Advisor and Tender Offer Preparer and the Tender Offer Agent Page 6

9 2.1 Financial Advisor and Tender Offer Preparer Name : Thanachart Securities Public Company Limited Address : 14 th, 18 th, and 19 th Floor, MBK Tower, 444 Phayathai Road, Wangmai, Pathumwan, Bangkok 10330, Thailand Tel. : (662) , (662) Fax : (662) Name and address of the Tender Offer Agent Name : Thanachart Securities Public company Limited Address : 14 th, 18 th, and 19 th Floor, MBK Tower, 444 Phayathai Road, Wangmai, Pathumwan, Bangkok 10330, Thailand Tel. : (662) , (662) Ext Fax : (662) Information on the other advisors (if any) - 4. Relationship between the Offeror and the Company, the major shareholders 3 or directors of the Company 4.1 Summary of a contract/agreement/memorandum of understanding entered into by the persons making the statement of firm intention prior to the submission of this statement of firm intention for the purpose of buying and selling significant amount of SCBT s securities, irrespective of whether such contract/agreement/memorandum of understanding was entered into for the purpose of buying and selling securities in the tender offer -None- 4.2 Direct or indirect shareholding of the Offeror or the person who can act on behalf of the Offeror in the Company or major shareholders of the Company SCB holds 99.83% of SCBT s total issued and outstanding shares. 4.3 Direct or indirect shareholding of the Company or major shareholders or directors of the Company in the Offeror as of December 31, Directors Number of ordinary shares held in Standard Chartered PLC. % of the total issued ordinary shares in Standard Chartered PLC. 1. Kai Nargolwala 147, Mee Har Foo 5, Jaspal Bindra 10, Euleen Goh 114, Other Relationship On September 10, 1999, SCBT entered into a non-exclusive license agreement with its ultimate shareholder, Standard Chartered PLC., relating to the use by SCBT in connection with its business in Thailand of name and logo and other marks owned by Standard Chartered PLC. During the same period of the entrance of the non- exclusive license agreement, SCBT also entered into a Services Agreement with SCB relating to the provision of certain management and other services to SCBT by SCB. These services include the secondment to or engagement by SCBT of suitably qualified personnel to fill certain key executive and other positions in SCBT and the provision of certain centralized or regionalized services of the Standard Chartered Group. 3 Major Shareholders are the shareholders who have the voting rights and hold share proportions either directly or indirectly at least 10% of total shares of the company. Note that the share proportion also includes the persons according to Section 258 (1) to (7) Page 7

10 4.4.2 Mr. Kai Nargolwala is a director of both SCB and SCBT On December , SCB and SCBT had entered into a forward exchange contract in the amount of Baht 196,496 million, currency exchange contract in the amount of Baht 151,608 million, interest rate contracts in the amount of Baht 129,963 million, and Interest rate option in the amount of Baht 261 million. However, these contracts have been entered into in the normal course of business between SCB and SCBT On December , SCB has outstanding business connected transactions with SCBT, as follows: Inter-bank and money market (Assets) in the amount Baht 17,647 million Unrealized gain (loss) on financial derivatives contract in the amount of Baht 1,964 million. Inter-bank and Money market (Liabilities) in the amount Baht 1,393 million Accrued interest expense in the amount of Baht 5 million Accrued expenses regarding the Services Agreement in the amount of Baht 480 million Other guarantee in the amount of Baht 7,244 million 5. Other Information relating to the decision of the securities holders 5.1 Securities held by the Offeror in SCBT at June 20, Ordinary Shares Name Type of Shares Number of Shares % of Total Issued Shares %of Total Voting Rights I. The Offeror- SCB Ordinary 1,136,724, II. Persons in the same group of the Offeror III. Persons under section 258 of the persons specified in I and II - Standard Chartered Holding (Thailand) Co., Ltd. Ordinary 75* IV. Other agreement for additional share acquisition by persons specified in I to III Total 1,136,724, *The number of tendered shares including the shares held by Standard Chartered Holding (Thailand) Co., Ltd., which is the persons falling under Section 258 of the Offeror Convertible Securities -None- 5.2 Sources of funds to finance the Tender Offer The Offeror shall use its working capital as the source of funds for the Tender Offer. Thanachart, in the capacity of the Tender Offer Preparer, has reviewed the Offeror s sources of funds and considers that the Offeror has sufficient funds to conduct and complete the Offer. 5.3 Plan to sell the shares of the Company The Offeror has no plans to sell any of SCBT s ordinary shares within 12 months from the last day of the Offer Period. 5.4 Other essential information The Tender Offer is aiming for the delisting of securities from Stock Exchange of Thailand. After the delisting is completed, there will be no secondary market for trading company s share. In addition, there will be no information disclosure via Stock Exchange of Thailand s Page 8

11 electronic system, and also the disclosure of annual report and financial statements to Securities and Exchange Commission (according to the Notification of the Securities and Exchange Commission No. KorJor 40/2540 Re: Rules, Conditions, and Procedures of Information Disclosure about Performance and Financial Status of Securities Issuance Company). The shareholders who will continue to hold the company s shares can receive the company s information through the shareholders meetings. Page 9

12 Part III Details on the Company 1. Information on the Company Summary of business Established in 1933, SCBT was first known as Wang-Lee Bank. It was listed on the Stock Exchange of Thailand in In June 1993, Wang-Lee Bank changed its name to Nakornthon Bank. On September 10, 1999, SCB became its major shareholder after acquiring 74.99% of the total issued shares from the Financial Institutions Development Fund ( the FIDF ) and has changed its name to Standard Chartered Nakornthon Bank. Later in March 2005, SCB signed an agreement to acquire all shares of Standard Chartered Nakornthon Bank holding by FIDF which make SCB increase the holding in SCBT from 74.99% to 99.97% of the total issued shares. Thereafter, SCB obligated to make the tender offer in order to acquire all SCBT which was not holding by SCB. However, only 39,652 shares out of 202,625 tendered shares were offered which made the holding of SCBT by SCB still remain at 99.97% of total issued shares. In addition, to comply with Bank of Thailand s Financial Sector Master Plan, in 2005 SCBT accomplished a Single Presence Integration Plan by merged with SCB Bangkok Branch and its BIBF and changed its name to Standard Chartered Bank (Thai) PCL and increased the registered capital by way of right issues for being the consideration to SCB for the business including assets transfer of SCB Bangkok branch including its Bangkok International Facilities Unit and for being the working capital to support the general business expansion of SCBT. Eventually, the holding of SCBT shares by SCB is 99.83% As of 1 March 2007, SCBT operates 42 branches across the country. 1.1 Nature of Business SCBT provides two major areas of banking business: Consumer Banking: it is the biggest business unit of SCBT, which offers a wide range of consumer banking products including; Unsecured Value Centre offer Credit Card, Instalment Loan and Personal Line of Credit to Mass Market customers. Wealth Management Value Centre offers deposits, Cashed Backed Overdraft, safe deposit boxes service, foreign exchange service and remittance service. The Wealth Management also acts as selling agents for mutual funds and Bancassurance. Within Wealth Management, the Priority Banking unit is responsible for serving high-end customers. SME Banking Value Centre offers Business Instalment Loans, trade products, overdraft and non-personal deposits to SME customers. Secured Value Centre offers mortgage loans. Wholesale Banking: the wholesale banking activities cover a wide range of services targeted at four client segments, namely Local Corporate, Global Corporate, Commodity Corporate and Financial Institutions. Wholesale Banking can be classified into two departments which are Global Markets and Client Relationships. The wholesale banking products include commercial banking services; such as Lending, Cash Management, Trade Financing and Custodian Services, and Treasury products; such as Foreign Exchange, Options, Derivatives, Fixed Income Instruments, as well as Structure Finance Products such as syndications, project finance and corporate finance. Page 10

13 As of year end December , SCBT had total assets of Baht 185,792 million, gross loans of Baht 83,228 million, deposits of Baht 72,441 million and shareholders equity of Baht 19,090 million. 1.2 Summary financial status and operation of the Company Unit: Baht million Date: Dec Total Assets 63, , ,793 Total Loans 48,542 87,994 83,228 Total Deposits 46,396 87,699 72,441 Total Liabilities 58, , ,703 Shareholder s Equity 4,843 12,525 19,090 Registered capital 7,003 11,604 11,604 Paid-up Capital 7,003 9,797 11,387 Interest and Dividend Income 4,758 7,406 13,172 Non interest Income 1,561 2,394 3,882 Total income 6,319 9,800 17,054 Interest Expense 665 1,395 4,377 Non Interest Expense 3,738 4,828 5,917 Total expenses 4,403 6,223 10,294 Bad debts and doubtful accounts 1,152 1,368 2,294 Net Profit 764 1,848 3,008 EPS Basic (Baht) Dividend per share (Baht) Book Value per share(baht) Note : Shareholders are able to gather further information on the Company in Form 56-1 and audited financial statements from the SEC s website ( or the SET s website ( 1.3 Shareholding Structure of the Company (1) List of 10 major shareholders as of June 20, 2007 Shareholder Name Number of % of Total % of Total Shares Issued Shares Voting Rights 1 Standard Chartered Bank 1,136,724, Registered Provident Fund of 1,750, Standard Chartered Bank s Employees 3 Nomura Singapore Limited- 38, Customer Segregated Account 4 Thailand Securities Depository 14, Company Limited for Depository (Thai) 5 Thai NVDR Limited 9, Poonpol Co., Ltd. 8, Wall Street Finance and Securities 6, PCL 8 Mr. Vuttichai Wanglee 4, Mr. Kataphon Kanokpruk 4, Mr. Maitree Triprasertpoj 3, (2) Expected shareholding structure after the Tender Offer* Page 11

14 Shareholder Name Number of % of Total %of Total Shares Issued Shares Voting Rights Standard Chartered Bank 1,138,681, *In case that the Offer is accepted in full 1.4 List of Board of Directors as of May 1, 2007 Before the Tender Offer Name Position 1 Kai Nargolwala Chairman 2 Pakorn Malakul Na Ayudhya Deputy Chairman and Independent Director 3 Mee Har Foo Executive Director and CEO 4 Thanomsak Chotikaprakai Executive Director 5 Jaspal Bindra Non Executive Director 6 Euleen Goh Non Executive Director 7 Chalaw Fuangaromya Independent Director / Chairman of the Audit Committee 8 Thippaporn Gertphol Independent Director 9 Prof. Somchai Richupan Ph.D. Independent Director Expected list after the Tender Offer After the Tender Offer, the director may be changed due to the suitability, however, the change will comply with company s regulations and/or shareholders meeting and/or any laws and regulations regarding the matter. 1.5 The highest and lowest price of SCBT s shares during the past 3 years - In the past 6 years, SCBT s securities have been suspended from trading on the SET since the SET designated SP to SCBT shares. Subsequently, there is no highest and lowest share price. 2. Operating plan after the Tender Offer 2.1 Status of the Company After the Tender Offer and SET approved the delisting of company, the listing status of the company will be ended, however, the status of Public Company Limited still remains. 2.2 Policies and administration plan Following the Tender Offer, SCB has no plan and policy to change the objective, scope of business, organization structure and also capital structure. The Company will continue its operation on regular basis and has no plan for liquidating its assets or changing its dividend policy. 2.3 Connected Transactions As outlined in detail earlier in Part II, Section 4.4 Other Relationship in 2006, SCBT has connected transactions with SCB as follows: non-exclusive license agreement relating to the use in connection with its business in Thailand of the name and logo and other marks owned by Standard Chartered PLC. services agreement relating to the provision of certain management and other services a forward exchange contract, foreign exchange contract, interest rate contracts and outstanding business transactions relating to inter-bank and money market assets and liabilities and accrued expenses. Page 12

15 After the Tender Offer, the connected transaction between the company and the offeror still binding and may increase subject to the suitability of the company s operation. Page 13

16 Part IV Additional Details of the Tender Offer 1. Procedures for acceptance of the Tender Offer To accept the Offer, the shareholders of SCBT ( the Offeree ) shall comply with the following procedures: 1.1 Complete and sign, correctly and clearly, the Form of Acceptance for Tender Offer of the ordinary shares of Standard Chartered Bank (Thai) Public Company Limited ( the Tender Offer Acceptance Form ) enclosed in Appendix 2. In this regard, if the Offeree intends to irrevocably accept the Offer, the intention must be clearly stated in the Tender Offer Acceptance Form. 1.2 Enclose the following documents: If shares are held in certificated form, the share certificate(s) must be endorsed with the signature of the Offeree in the column headed signature of the transferor on the back of each share certificate. The Offeree has to submit the endorsed share certificate(s) with the duly signed documents mentioned in Section below. In the event that the name or name prefix or last name of the shareholder stated on the share certificate is not the same as stated in the Identification Card, the Offeree has to complete the Request Form For Rectifying Items in the Security Holder Record of the Thailand Securities Depository Co., Ltd. ( TSD ), enclosed in Appendix 5, in which the rectified information must be the same as that stated in the Identification Card If shares are held in scripless form, deposited with TSD, the Offeree must contact his/her broker to transfer tendered scripless shares into the following account of the Tender Offer Agent: For a Thai shareholder Thanachart for Tender Offer, Account number For a foreign shareholder or a shareholder who holds Non-Voting Depository Receipt ( NVDR ) Thanachart for Tender Offer, Account number Where the Offeree is a: Thai Individual A certified copy of the Identification Card, Civil Servant Identification Card or State Enterprise Employee Card; in case of the Civil Servant Identification Card or State Enterprise Employee Card are not identify the citizen identification number, a certified copy of his/her household registration is also required. Foreign Individual A certified copy of his/her Alien Certificate or passport Thai Juristic Person A copy of the affidavit issued by the Ministry of Commerce ( MOC ) not more than 1 year prior to the last day of the Offer Period, certified by authorized signatory(ies), and affixed with company seal (if any), of the juristic person; and A certified copy of Identification Card, Civil Servant Identification Card or State Enterprise Employee Card of the authorized signatory(ies); in case of the Civil Servant Identification Card or State Enterprise Employee Card are Page 14

17 not identify the citizen identification number, a certified copy of his/her household registration is also required. In case the authorized signatory (ies) is a foreigner, a certified copy of his/her Alien Certificate or passport is required. Foreign Juristic Person A certified copy of the certificate of incorporation, memorandum of association, and the affidavit, issued not more than 1 year prior to the last day of the Offer Period. The said documents must be certified by authorized signatory (ies) of the juristic person; and A certified copy of Identification Card, Civil Servant Identification Card or State Enterprise Employee Card of the authorized signatory (ies); in case of the Civil Servant Identification Card or State Enterprise Employee Card are not identify the citizen identification number, a certified copy of his/her household registration is also required. In case the authorized signatory (ies) is a foreigner, a certified copy of his/her Alien Certificate or passport is required. All said documents must be certified by the notary public in the country where the documents were prepared and then authenticated by an official of the Thai Embassy or the Thai Consulate in the country where the documents were prepared, all of which is issued not more than 1 year prior to the last day of the Offer Period. Juristic Person carrying on business outside Thailand An Offeree is required to declare the cost basis of its shares for withholding tax purposes by completing and submitting a Form for Declaration of Cost of Tendered Shares Appendix 4 for ordinary shares and for NVDR, together with evidence that demonstrates the cost basis. If the Offeree fails to declare the cost basis, the Tender Offer Agent will determine the amount of withholding tax based on the entire proceeds of the shares sold (15% of the proceeds) Where the Offeree is represented by an authorized representative, the documents required are the power of attorney appointing the authorized representative as stated in Appendix 2 for ordinary shares affixed with stamp duty of Baht 30, together with a certified copy of each of the documents set out in Section of the Offeree and the authorized representative In case the Offeree choose to receive payment by automatic transfer through banking system, the Tender Offer Agent will make the automatic transfer through Siam Commercial Bank Public Company Limited or Kasikorn Bank Public Company Limited or Bangkok Bank Public Company Limited. The name of the account holder must be the same as the name of Offeree stated in the Tender Offer Acceptance Form. Besides, the Offeree must provide either a certified copy of the first page of the savings deposit passbook or a certified copy of the current account statement Other documents which the Tender Offer Agent may require. 1.3 Submission of the Tender Offer Acceptance Form In case of shares held in certificate form: The Offeree shall submit the completed Tender Offer Acceptance Form together with the above required documents on business days from 25 July 2007 to 27 September 2007 (both dates inclusive), during the hours of 9.00 a.m. to 4.00 p.m. at the following address: Thanachart Securities Public Company Limited Page 15

18 Operation and Business Support Department 444 MBK Tower, 14th Floor (Zone AB), Phayathai Road, Wangmai, Pathumwan, Bangkok 10330, Thailand Telephone: (662) Ext Facsimile: (662) The Tender Offer Agent will not accept any documents submitted by mail. In case that the shares are under pledge or encumbrance, the Offeree has to procure the release/discharge of them before submission of the Tender Offer Acceptance Form In case of local shares held in scripless form (deposited with TSD): The Offeree s broker shall collect the Tender Offer Acceptance Form and the required documents and submit them to the Tender Offer Agent. The Offeree shall submit the Tender Offer Acceptance Form together with the required documents to his/her broker. In case of NVDR s, the Tender Offer Acceptance Form and the required documents must be submitted to the Tender Offer Agent by 26 September 2007 (at least 1 business day prior to the last day of the Offer Period), so that transaction, of which consumes 1 business day, could be completed by the last day of the Offer Period. 2. Procedures for purchasing securities Except when the Offeror cancels the Offer under conditions provided in Part I Section 9, the Offeror will purchase all SCBT s ordinary shares submitted to the Tender Offer Agent in accordance with the procedures described in Part IV. 3. Settlement and payment procedures Settlement and payment will be made on the Payment Date upon the Tender Offer Agent receiving, in correct form, the Tender Offer Acceptance Form and all required documents as stated in Section 1.2 from the Offeree and the document from the Offeree s broker confirming that the share transfer is complete. The Offeree can choose a method of receiving payment as specified in the Tender Offer Acceptance Form as follows: The Offeree or his/her authorized representative may choose to collect a cheque at Thanachart Securities PCL at the address specified in Section from 2 October 2007 to 22 October 2007 from 9.00 a.m. to 4.00 p.m. (14 days from the Payment Date). The cheque will be dated 2 October 2007 of which is the third business day after the last day of the Offer Period, and will be paid to the account of the Offeree only. If the Offeree or his/her authorized representative fails to collect the cheque by the specified period, the Tender Offer Agent will, at the Offeree s own risk, send the cheque via registered mail to the address specified in the Tender Offer Acceptance Form. In case the Offeree may have an authorized representative to receive the cheque, the documents required are the power of attorney appointing the authorized representative affixed with 30 Baht stamp duty and a certified copy of each of the documents set out in Section of the Offeree and the authorized representative. The Offeree has an option of having the cheque sent, at his/her own risk, via registered mail to him/her at the address indicated on the Tender Offer Acceptance Form. By this option, the Offeree may receive the cheque later than 2 October The cheque will be issued as Page 16

19 Thanachart Bank PLC. s cheque, MBK branch. In case the Offeree who lives in provinces, the settlement of the cheque may vary depend on the Offeree s bank. The Tender Offer Agent will make the automatic transfer through the bank which the Offeree stated in the Tender Offer Acceptance form at 9.30 p.m. on 2 October 2007 (the third business days after the last day of the tender offer period). The name of the account holder must be the same as the name of Offeree stated in the Tender Offer Acceptance Form. Besides, the Offeree must provide either a certified copy of the first page of the savings deposit passbook or a certified copy of the current account statement. The Offeree must attach the following document for selling transaction including endorse the share certificate with the holder s signature and/or the document of share transfer into the account of Thanachart for Tender Offer Account No for Thai Shareholders and Thanachart for Tender Offer Account No for foreign Shareholders; and certified copy of the Identification card and/or certified copy of company affidavit (in case of juristic person). Particularly for the share certificate, the Offeror and/or the Tender Offer Agent shall pay for the tendered share only if the share certificate(s) is verified and accepted by the Company s share registrar. Otherwise, assuming that the tender offer process has never been incurred, the Offeror and/or the Tender Offer Agent shall send the share certificate back to the Offeree at the address indicated in the Tender Offer Acceptance Form. Remarks: The payment date will be the third business days after the last day of the Offer Period. 4. Right of the securities holders who accept the Tender Offer Through the Tender Offer Agent, the Offeror will make payment in accordance with the payment method selected by the Offeree on the third business day after the last day of the Offering Period which shall be 2 October In case that there is any amendment in the Offering Price under condition stipulated in Part I Section 8, the Offeror shall proceed with the followings: (1) In the event that the Offer Price is reduced, the Offeror will make payment at the reduced price to an Offeree who has tendered his/her share. (2) In respect of any shares that an Offeree has irrevocably tendered before the date the Offeror announces the amendment to the Offer Price, the Offeror will make payment for such shares at the original Offer Price specified before the amendment was made. 5. Condition to revoke the tendered shares 5.1 Except the case where the Offeree s acceptance is irrevocable, the last day for the revocation is the twenty fifth business day of the Offer Period which falls on 30 August 2007 during the hours of 9.00 a.m. to 4.00 p.m. 5.2 Procedure to revoke the tendered shares Complete and sign the Form of Cancellation of Acceptance for Tender Offer of the ordinary shares of Standard Chartered Bank (Thai) Public Company Limited ( Tender Offer Cancellation Form ) as enclosed in Appendix 3, correctly and clearly; and Enclose the following documents: (1) Evidence of receipt of share certificate by the Tender Offer Agent or transfer instruction in respect of the transfer of scripless share from the Offeree s broker and the Tender Offer Acceptance Form. Page 17

20 (2) Where the Offeree is an individual For a Thai individual, a certified copy of his/her Identification Card, Civil Servant Identification Card or State Enterprise Employee Care (in case of the Civil Servant Identification Card or State Enterprise Employee Card are not identify the citizen identification number, a certified copy of his/her household registration is also required). For a foreign individual, a certified copy of his/her Alien Certificate or passport. (3) Where the Offeree is Juristic Person For a Thai juristic person, a copy of the affidavit issued by the Ministry of Commerce not more than 1 year prior to the last day of the Offer Period certified by authorized signatory (ies) of the juristic person and affixed with a company seal (if any) together with a certified copy of each of the documents set out in Section (2) of the authorized signatory (ies). For a foreign juristic person, a copy of the certificate of incorporation, memorandum of association, and the affidavit, issued not more than 1 year prior to the last day of the Offer Period, certified by authorized signatory (ies) of the juristic person; and a certified copy of passport of the authorized signatory (ies). All of such must be certified by the notary public in the country where the documents were prepared and then authenticated by an official of the Thai Embassy or of the Thai Consulate in the country where the documents were prepared, all of which must have a validity of one year prior to the last day of the Offer Period. (4) Where the Offeree is represented by an authorized representative, the documents required are the power of attorney appointing the authorized representative affixed with Baht 10 stamp duty and a certified copy of each of the documents of the grantor and the attorney as set out in Section (2) and (3). Page 18

21 5.2.3 Submit the completed Tender Offer Cancellation Form together with the required documents specified in Section at the office of the Tender Offer Agent. Thanachart Securities Public Company Limited Operation and Business Support Department 444 MBK Tower, 14 th Floor (Zone AB), Phayathai Road, Wangmai, Pathumwan, Bangkok 10330, Thailand Telephone: (662) Ext Facsimile: (662) After receiving and verifying a complete Tender Offer Cancellation Form and the required documents set out in Section which are submitted, in correct form, within the cancellation period, the Tender Offer Agent will proceed as follows: Share certificates: The Tender Offer Agent will return the share certificates to the Offeree making the cancellation or its authorized representative on the business day following the date of submission of the Tender Offer Cancellation Form. The Offeree making the cancellation or its authorized representative can redeem the share certificates at the office of the Tender Offer Agent. Scripless shares (for transferring shares to the Offeree s broker account): There is share transfer fee of Baht 50 per transaction. The Tender Offer Agent will transfer the shares through TSD to the Offeree s broker account as specified in the Tender Offer Cancellation Form on the business day following the date of submission of the Tender Offer Cancellation Form. Note: An Offeree making a cancellation shall receive shares only in the form in which such shares were tendered (Share certificates or scripless shares), and cannot request for a change in the form of shares. 6. Determination of the Offer Price 6.1 Method of the Offer Price determination The Offer Price of Baht 22 complies with the condition in the Notification of the SEC No. Kor.Jor 53/2545 Re: the Rules, Conditions, and Procedures for Acquisition of Securities for Business Takeovers, whereby the Offer price for share delisting shall not be less than the maximum price calculated in accordance with the following approaches: 1. The highest price paid for shares of such class which have been acquired by the offeror, or any related party specified in Section 258, during the period of 90 days prior to the date on which the offer document is submitted to the SEC. 2. The weighted average market price of shares of such class during the five business days immediately prior to the date, between the date which the Board of Director approve the delisting and propose for the approval from the shareholders meeting regarding the delisting decision and the date that shareholders meeting approve the decision of delisting the company from the Stock Exchange of Thailand, depend of which event first take place. 3. The net asset value of the business calculated based on the book value which has been adjusted to reflect the latest market value of the assets and liabilities of such business. 4. The fair value of such shares as appraised by a financial advisor. Shares Valuation Approaches Price (Baht/share) Page 19

22 Approach 1* Approach 2** N/A N/A Approach 3*** Approach 4*** Remark: * The offeror have not been acquired any share during the period of 90 days prior to the date on which the offer document is submitted to the Office ** The valuation approach 2 cannot be implemented due to the Suspension (SP) from trading the shares of SCBT since 26 April *** Valuation by Deloitte Touche Tohmatsu Jaiyos Advisory Co., Ltd. as an Independent Financial Advisor. 6.2 The highest price at which the Offeror or the person under Section 258 acquired the SCBT s shares during the period of 90 days before the submission of the tender offer to the SEC. The offeror have not been acquired any share during the period of 90 days prior to the date on which the offer document is submitted to the SEC. 7. Acquisition of securities before the Tender Offer (only for the partial offer under the Section 5 of the Notification of the SEC No. Kor. Jor. 53/2545) -None- Page 20

23 Part V Verification of the Correctness of the Information We, Standard Chartered Bank, hereby certify that: 1) We are committed to execute this tender offer; 2) The Offer Price in this tender offer has been determined in accordance with the provision of the Notification of the SEC No.Kor.Jor. 53/2545; 3) We have firm intention to proceed with the plan which we have indicated in this tender offer; and 4) All information contained in this tender offer is correct and without misleading information, and no concealment is made on any material information which should be disclosed. Standard Chartered Bank Signed Mr. Jaspal Bindra Authorised Person Offeror Page 21

24 We, as the Tender Offer Preparer, have conducted our duty under the Notification of the Office of the Securities and Exchange Commission re: consent of the financial advisor and scope of operation and hereby certify that; 1) We have reviewed and consider that the information about the Offeror disclosed in the tender offer is accurate and complete, and there is no information that may lead other persons to misunderstanding in any material, as well as no concealment is made of any material information which should be disclosed; 2) We have reviewed the financial evidence and consider that Offeror can fulfill the obligations under the above tender offer; 3) We have reviewed the business policy and plan of the Company as stated in Clause 2 of Part III regarding details of the Company and consider that; (a) the Offeror can comply with the policies and plans of business operations as mentioned; (b) The assumptions used in preparing the policies and plans are reasonable; and (c) There is a clear and adequate explanation of the effect to the Company and risk that may have on the Company and shareholders. 4) From examination of evidence on the acquisition of the Company s securities by the Offeror or persons prescribed under Section 258 during the 90 day before the date of submission of the tender offer and the Offer Price, there is no cause to believe that the Offer Price made is inconsistent with the SEC s Notification No. Kor.Jor. 53/2545; and 5) We have carefully and prudently studied and reviewed the completeness and accuracy of the information contained in this tender offer and view that the information is complete and correct and that there is no information contained herein that may lead other persons to misunderstanding in material aspects and no concealment is made on any material information which should be disclosed. Thanachart Securities Public Company Limited Signed Mrs. Asvini Tailanga Managing Director Signed Ms. Suvabha Charoenying Managing Director Tender Offer Preparer Page 22