“SCB Group is ready to move forward with the group’s strategy on the group and business restructuring to create the long-term growth. SCBX recently announced a tender offer in which the Bank’s shareholders were asked to exchange SCB shares for newly issued shares of SCBX at a ratio of 1 SCB ordinary share or 1 preferred share for 1 SCBX ordinary share. The tender offer process (for share swap) will begin on 2 March and run until 18 April 2022 to prepare for listing SCBX on the Stock Exchange of Thailand (SET) and delisting SCB shares from the market on the same day.
Regarding the arrangement, Siam Commercial Bank CEO and Chairman of Executive Committee and SCBX CEO Arthid Nanthawithaya noted, “After receiving approval from the Bank’s Extraordinary General Meeting of Shareholders at the end of 2021, it is now time to begin the process of swapping “SCB” shares for “SCBX” shares and listing the latter on the SET, replacing Siam Commercial Bank. This will take SCBX to become the mothership of the SCBX Financial Group. SCBX will lead the group in driving toward our vision “To be the most admired financial technology group in ASEAN”. Our plan is to expand into new businesses that have attractive long-term growth and return profile such as consumer finance, digital financial services, technology and platform businesses. The move aims to create higher and more sustainable return for shareholders.”
Under this tender offer process (for share swap), SCBX will issue and offer new ordinary shares in exchange for the Bank’s ordinary and preferred shares at a ratio of 1 SCB ordinary share or 1 SCB preferred share per 1 SCBX ordinary share. The share swap will not be automatic and will happen only if SCB shareholders “accept” the tender offer. When the tender offer process is completed, tentatively by April 2022, and the number of accepted shares by the shareholders of SCB is not less than 90% of the Bank’s total voting rights, “SCBX” shares will be listed on the Stock Exchange of Thailand with the “SCB” ticker remaining unchanged, and SCB shareholders who complete share swaps within the specified period will become shareholders of SCBX. Shareholders of SCB who have not accepted the tender offer during the specified period will remain the Bank’s shareholders. However, SCB shares will be delisted from the SET on the date SCBX’s securities are listed.
“We strongly believe that this shareholding restructuring process will help increase business visibility, flexibility, and capabilities of business growth under the SCB Group which should ultimately lead to better and more sustainable return to shareholders in the long-term. The new structure will have clear segregation of businesses and their governances, risk management, and other operations which will benefit the SCB Group as a whole. ” added Arthid.
Summary of SCBX’s Tender Offer Acceptance
| Tender Offer Period | From 2 March to 18 April 2022 (business days only) between 9.00 – 16.00 hrs. or operating hours of each channel. The total period for the Tender Offer Acceptance Form submission is 30 business days and may be extended. |
| Tender Agents | – SCB Securities Co., Ltd. (SCBS) – Kiatnakin Phatra Securities PCL (KKPS) – Bualuang Securities PCL (BLS) – Asia Plus Securities Co., Ltd. (ASP) |
| Contact Channels: | 1. Shareholders with physical share certificates (scrip) Contact an SCB branch (for individual shareholders) or Investment Center (for SCB Wealth customers) or Tender Agents, namely SCBS, KKPS and BLS (for individual and corporate shareholders). Notes: Shareholders are kindly requested to submit an acceptance form by 5 April 2022 or at least 5 business days in advance of the last day of the tender offer period as the Tender Agents must take the share certificates for verification and deposit them with the Securities Depository. 2. Shareholders without physical share certificates (scripless) (such as those having securities trading accounts) 3. In case share are deposited in the Issuer Account no. 600 with Thailand Securities Depository (TSD) |
