Thanachart Capital PCL : Approval of Share Repurchase Project for Financial Management Purpose

TCAP.CSO. 015/2015
26 January 2015
Subject: Approval of Share Repurchase Project for Financial Management Purpose
To: The President
The Stock Exchange of Thailand
The Board of Directors Meeting No. 1/2015 of Thanachart Capital Public Company Limited held on
26 January 2015 at Thongkhaw Room, MBK Tower Building, 16th Floor, Phayathai Road,
Kwaeng Wangmai, Khet Phatumwan, Bangkok had a resolution to approve share repurchase project for financial management purpose. The amount of share repurchase would not be more than 1,400 million baht. The number of share repurchase would not be more than 56,431,642 shares, and after combining the aforementioned share repurchase with the previous share repurchase program of 71,350,000 shares bought from 11 December 2012 to 10 June 2013, the total number of share repurchase will be 127,781,642 shares or accounted for not exceeding 10 percent of total paid-up shares of the Company. The details of the share repurchase disclosure form (Form TS-1.2) are attached herewith.
Please be informed accordingly and subsequently report to the public.
With highest respect,
Thanachart Capital Public Company Limited

- Mr. Suphadej Poonpipat -

(Mr. Suphadej Poonpipat) Chief Executive Officer

Corporate Secretary Office Mr. Panupan Tuangthong Tel. 66 (0) 2217 8082

Thanachart Capital Public Company Limited

444 อาคารเอ็มบีเค ทาวเวอร ชั้น 16-17 ถนนพญาไท แขวงวังใหม เขตปทุมวัน กรุงเทพฯ 10330

444 MBK Tower, 16th-17th Floor, Phayathai Road, Wangmai, Pathumwan, Bangkok 10330 THAILAND

Tel: (662) 217-8444, 217-8000, 611-9111 Fax: (662) 613-6099 www.thanachart.co.th ทะเบียนเลขที่ 0107536000510

Form TS-1.2

Share Repurchase Disclosure Form

In the case where repurchasing the Company's own shares is for financial management purposes. (Under Section 66/1 (2) of the Public Company Limited Act)

Thanachart Capital Public Company Limited

26 January 2015

We, Thanachart Capital Public Company Limited, hereby notify the resolution of the board of directors, no.1/2015, held on 26 January 2015, regarding the approval on the proposal of share repurchase for financial management purposes, with the details as follows:
1. The share repurchase project
1.1 The maximum amount for the share repurchase is 1,400 million baht
1.2 Number of share repurchased is not higher than 56,431,642 shares (at par value of 10
baht per share), and after combining the aforementioned share repurchase with the previous share repurchase program of 71,350,000 shares bought from 11 December
2012 to 10 June 2013, the total number of share repurchase will be 127,781,642 shares or
accounted for not exceeding 10 percent of total paid-up shares of the Company
1.3 Procedure used for the repurchased of shares

 Buying from the Stock Exchange of Thailand

 Offering to general shareholders at the price of baht ……… per share (the price

being the same)
The repurchase period will be started from 10 February 2015 to 9 August 2015
Noted: The Company must disclose the share repurchase project in advance at least 14 days before the repurchased date;
1. Buying from the Stock Exchange of Thailand, the share repurchase process must be completed within 6 months
2. Offering to general shareholders, the share repurchase process would not be
less than 10 days and not over 20 days
1.4 The principle used to determine the repurchase price taking into account the average market price during the last 30 days prior to the date on which the company discloses the information of shares repurchase
The repurchase price would not be higher than 115 percent of the average closing shares price prior to 5 working days on date of sale and purchase. Accordingly, the average share price backward 30 working days during 9 December 2014 until 23 January 2015 is equivalent to 32.45 baht per share
2. The information of the company
2.1 The company's retained earning and excess liquidity information
The information is based on the company's unaudited financial statements as of 31
December 2014

- The company's retained earning was 9,845 million baht

- The ability of debt repayment in the next 6 months from the date on which the share will be repurchased must be specified source of fund for the debt repayment

As of 31 December 2014, the company's liquidity amounted to 1,008 million baht and
after adding the company's liquidity on January 2015; the total company's liquidity will be approximately 1,500 million baht. Moreover, the company doesn't have debenture which shall become due within 6 months from the repurchased date
2.2 The number of minor shareholders (Free Float) as in the share registration book finalized
on 7 October 2014 equaled to 1,052,467,655 shares or 82.36 percent of the company's paid up capital. In addition, the company encloses herewith the report of the company's share distribution.
3. Reasons for the proposed share repurchase
3.1 To manage the excess liquidity of the company to the highest interest.
3.2 To show the strong financial status of the company.
4. Likely impacts after the share repurchase.
4.1 Impact to the shareholders: The shareholders would receive the higher return per share because the shares repurchased by the company would have no right to receive the dividend and it would make the higher rate of return per share.
4.2 Impact to the company: The company would have the lower liquidity asset and book value
of shareholders' equity whereby in the case that the company can repurchase in full amount as specified, at the end of the share repurchase project the company would have the liquidity asset and book value of shareholders' equity being lower in equivalent to such amount as repurchased.
5. The description of the reselling shares and the shares written off.

- Procedure for shares resell

The company may resell the shares by selling on the Stock Exchange of Thailand or by offering to public depending upon the appropriate situation at that time. However, the company would reconsider after 6 months from the last date of repurchasing the shares.

- Period for the share resell

The board of directors would reconsider the procedure of share resell within 6 months from the date of repurchasing the shares but not more than 3 years.

- Principle used to determine the reselling price

The reselling price would not be less than 85 percent of the average closing shares price prior to 5 working days on date of sale and purchase.
6. Shares repurchase in the past
The final date of the latest share repurchase project was on 10 June 2013
(The new share repurchase project will be implemented after 1 year following the final date of the last share repurchase project)
The company certificates that the information contained in the report and attached documents are true and complete in all respects.

-Mr. Suphadej Poonpipat - (Mr. Suphadej Poonpipat) Chief Executive Officer

Noted: The listed company must report the Board of Director's resolution of approval of share repurchase project within the date which the Board of Director has a resolution or within 9.00 am of the next official working day. The listed company must send the resolution report by fax and online system via ELCID of the Stock Exchanged Thailand

Registered and Paid-up Capital (Ordinary Shares Only) equals Baht 12,778,164,270.00, Divided into 1,277,816,427 Ordinary Shares at Baht 10 per share

Attachment 2

1.1 Director, Manager and Executive and connected person and

No. of Person No. of Share

% of Paid up Capital

(Ordinary shares only)

the related person

3 24,084,372 1.88

1.2 Shareholders hold >5% with the related person 1 129,914,400 10.17

1.3 Other shareholders having the control power - - -

The Company would like to certify the information as reported herein are accurate.

…...-Mr..Suphadej..Poonpipat-…...

(Mr. Suphadej Poonpipat) Chief Executive Officer

Attachment : The list of shareholders deemed as Strategic shareholders

The list of shareholders deemed as Strategic shareholders

1.1 Mr. Banterng Tantivit 3 0 0.00

1.1.1 Mrs. Atinuj Tantivit 15,866,272 1.24

1.1.2 Mr. Atipon Tantivit 2,618,100 0.20

1.1.3 Mr. Atipong Tantivit 5,600,000 0.44

Total 3 24,084,372 1.88

2.1 MBK Public Company Limited 1 129,914,400 10.17

Total 1 129,914,400 10.17

Total 0 0 0

distributed by