Report on the Result of the Tender Offer(Form 256-2)
27 มีนาคม 2549
(Translation)
No.CF. 490034
March 24, 2006
Subject: Submission of the Form of Report on the Result of
the Tender Offer to purchase the Securities of
Advanced Info Service Public Company Limited
To: Secretary-General of the Securities and Exchange
Commission (the "SEC")
Enclosed:The Form of Report on the Result of the Tender Offer
to purchase the Securities of Advanced Info Service
Public Company Limited
Cedar Holdings Limited ("Cedar") and Aspen Holdings Limited ("Aspen")
(collectively the "Offerors") have appointed SCB Securities Company
Limited (the "Preparer of the Tender Offer") as the Preparer of the
Tender Offer and the Tender Offer Agent in the Tender Offer to purchase
the Securities of Advanced Info Service Public Company Limited
(the "Company"). The Offerors submitted the Tender Offer to purchase
the Securities (Form 247-4) to the SEC on February 1, 2006 and the
Tender Offer period began from February 2, 2006 to March 21, 2006.
SCB Securities Company Limited, as the Preparer of the Tender Offer
would like to submit the Report on the Result of the Tender Offer to
purchase the Securities of the Company (Form 256-2) to the SEC, and
the copy to the Stock Exchange of Thailand (see details in the enclosed
document).
Sincerely Yours,
(M.L. Chayotid Kridakon) (Mr. Supattanapong Punmeechaow)
Chief Executive Officer Executive Director
SCB Securities Company Limited
The Preparer of the Tender Offer
Form 256-2
(SorJor.6/2546)
Form of Report on the Result of the Tender Offer
March 24, 2006
To: Secretary-General of the Securities and Exchange Commission
We, Cedar Holdings Limited ("Cedar") and Aspen Holdings
Limited ("Aspen") (collectively the "Offerors"), hereby report
the result of the Tender Offer to purchase the securities of
Advanced Info Service Public Company Limited (the "Company"
or "AIS") as follows:
1.Shares
Type of Shares Amount of % of total % of total
Shares issued shares voting rights
of the of the
Company(1) Company
Shares held prior to
the making of Tender
Offer:
I. The Offerors
1. Cedar Holdings Limited - - - -
2. Aspen Holdings Limited - - - -
II.The person under
Section 258 of
the Offerors
1. Shin Corporation
Public Company Limited(2) Ordinary shares 1,263,712,000 42.84 42.84
Total Ordinary shares 1,263,712,000 42.84 42.84
Shares offered to
purchase(3) Ordinary shares 2,948,591,108 99.95 99.95
Shares tendered: Ordinary shares 9,096 0.00 0.00
Shares purchased:
1.Cedar Holdings Limited - - - -
2. Aspen Holdings Limited Ordinary shares 9,096 0.00 0.00
Total Ordinary shares 9,096 0.00 0.00
Note: Temasek Holdings (Private) Limited ("Temasek"), through its
indirect subsidiaries, Cypress Holdings Limited and Anderton
Investments Pte. Ltd., is the largest shareholder of Cedar and
Aspen, respectively. In addition, Singapore Telecommunications
Limited, in which Temasek is the major shareholder, indirectly
holds 568,000,000 ordinary shares, representing 19.25% of issued
shares of the Company.(4)
(1) As of March 2, 2006, AIS has a total of 2,950,134,542 issued shares,
which excludes 2,540,200 treasury shares, due to the fact that
warrants under ESOP Grant I, II, and III of AIS were exercised in
January and February 2006 which increased the total issued shares
from 2,948,591,108 shares, which excludes 2,540,200 treasury shares,
as of January 4, 2006. Source: The Stock Exchange of Thailand.
(2) As of January 26, 2006
(3) Additionally Cedar and Aspen would tender for 6,991,478 additional
shares assuming exercise of all ESOPs before the end of the tender
offer period.
(4) Source: The Stock Exchange of Thailand (as of August 25, 2005).
2.Convertible Securities
- None -
3.The amount of securities held by each tender offeror after the tender
offer period, including the amount of securities held by person in the
same group as the tender offeror, person under Section 258 of the tender
offeror, and person in the same group as each tender offeror
3.1 Ordinary Shares
Name No. of shares % of total issued % of total voting
shares of the rights of the
Company(5) Company
I. The Offerors
1.Cedar Holdings Limited - - -
2.Aspen Holdings Limited 9,096 0.00 0.00
II. Persons in the Same
Group as the Offerors - - -
III.Persons under Section 258
of the persons specified
in I and II
1.Shin Corporation Public 1,263,712,000 42.84 42.84
Company Limited
IV.Other agreements for - - -
acquisition of additional
shares of persons specified
in I to III
Total 1,263,721,096 42.84 42.84
(5) See Footnote 1
3.2 Convertible Securities
- None -
- M.L. Chayotid Kridakon -
(M.L.Chayotid Kridakon)
Acting on behalf of Cedar Holdings Limited
and Aspen Holdings Limited