PTT Public Company Limited (SET:PTT) agreed to acquire additional 8.91% stake in Global Power Synergy Public Company Limited (SET:GPSC) from Thai Oil Public Company Limited (SET:TOP) for approximately THB 16.9 billion on August 20, 2020. Under the terms of the transaction, 251.2 million shares will be acquired as a part of the transaction. In a related transaction, Thai Oil Public Company Limited will also acquire the entire business of Thai oil Power Company Limited for approximately THB 26.8 billion. In this connection, after the entire business transfer of Thai oil Power to Thai Oil Public Company, Thai oil Power will pay dividend, cease its business operations, undergo dissolution and start the liquidation process within the same fiscal year in which the entire business transfer occurs. The parties expect to execute the agreements within the year 2020. Post-closing, Thaioil Power Co., Ltd. will own 20.78% stake and PTT Public Company Limited will own 31.72% stake in Global Power Synergy Public Company Limited. PTT Public Company Limited submitted an application for a waiver from the obligation to make the tender offer for Global Power Synergy Public Company Limited to the Securities and Exchange Commission (SEC). PTT Public Company Limited was granted the waiver by the SEC on August 17, 2020.

The transaction is conditional upon approval of the transactions by the extraordinary general meeting of shareholders of Thai Oil Public Company, Thaioil Power and Thai Oil Public Company have obtained an approval from the relevant regulatory authorities, Thaioil Power and Thai Oil Public Company have entered into business transfer agreement, PTT have been granted by the SEC Office a waiver from the requirement to make a tender offer for all securities of Global Power Synergy, and PTT have fully complied with the conditions imposed by the SEC Office in the waiver letter (if any) and PTT has obtained an approval from the relevant regulatory authorities (if any). The transactions have been approved by the Board of Directors of PTT and Thai Oil Public Company. The shareholders meeting of Thai Oil Public Company is expected to take place on October 28, 2020. The transaction was approved at the shareholders meeting of Thai Oil Public Company on October 28, 2020.

The long stop date of the transaction is six months from the date on which PTT obtained a tender offer waiver from the SEC Office. The transaction is expected to close within the year 2020. The proceeds from the transaction will be used to pay for the considerations, taxes, fees and expenses relating to the EBT Transaction so as to increase cash, working capital and liquidity to strengthen the financial position and to serve as funds for the other investment projects of Thai Oil in the future. The transaction will not have any impact on the consolidated financial statements of PTT Public Company Limited. Avantgarde Capital Company Limited acted as financial advisor and fairness opinion provider to Thai Oil Public Company Limited.

PTT Public Company Limited (SET:PTT) completed the acquisition of additional 8.91% stake in Global Power Synergy Public Company Limited (SET:GPSC) from Thai Oil Public Company Limited (SET:TOP) on December 3, 2020.