海峡(亚洲)资源(Straits Asia Resources)与PTT International的子公司Lints签订了买卖协议，涉及后者以3亿3,500万美元购入前者的子公司Straits Bulk & Industrial的60%股权(Straits Bulk & Industrial拥有公司的47.1%股权)。因此，触发买主需要以现金强制性购入公司的余下股权，献议价为0.807元现金。献购者确定目前没有计划在收购后重组公司，并强调公司‘可以利用低成本来生产高销量的煤矿产品，并具有长期潜在实力；客户质素良好；以至雇员甚具才干。
April 28, 2009
Subject: The Completion of the acquisition of Straits Bulk & Industrial Pty Ltd by Lints Limited,
a wholly-owned subsidiary of PTT International Company Limited
To President,
The Stock Exchange of Thailand
Reference is made to the notification to the Stock Exchange of Thailand (SET) on March 23,
2009 that on March 22, 2009, with the approval of PTT Public Company Limited’s Board of
Directors, PTT International Company Limited (PTTI) (a wholly owned subsidiary of PTT Public
Company Limited (PTT)) via its wholly owned subsidiary Lints Limited, a Hong Kong company
(Lints), signed a Share Sale Agreement (SSA) with Straits Resources Limited (SRL), a company
listed on the Australian Securities Exchange, to acquire a 60% interest (6,000 common shares)
in Straits Bulk & Industrial Pty Ltd (SBI) (a wholly-owned subsidiary of SRL) for a total cash
consideration of up to USD 335 million (the Transaction), which is equivalent to approximately
Baht 11,838.9 million based on the exchange rate of Baht 35.34 per USD and. Out of this
amount, the Upfront Payment of USD220 million is payable upon the completion of the
Condition Precedent of the Transaction.
PTT is pleased to announce that on April 28 2009, Lints and SRL have completed the Condition
Precedent of the Transaction and Lints have received SBI shares and paid the cash Completion
Payment of USD 219.87 million which is equivalent to approximately Baht 7,822 million on the
same date.
The investment in SBI is consistent with PTT’s business strategy of pursuing long term
diversification strategy and growth opportunity. The acquisition provides PTT with a well
balanced portfolio of producing coal assets, enabling PTT to immediately realize its
performance from this investment. Furthermore, SBI has substantial coal assets, both in
developing and exploration stages, which will provide PTT opportunity to expand continually.
PTT's investment will form the basis of a strategic alliance with a strong bulk commodities
partner which will foster the further growth of PTT in the minerals and energy sector.
The acquisition of 60% interest in SBI by Lints has triggered a mandatory general offer (Offer)
of Straits Asia Resources (SAR), a company listed on the Singapore Exchange Securities Trading
Limited (SGX) in which SBI holds 47.1% interest. As a result, Lints will make the Offer for all the
remaining SAR Shares in the market at SGD 0.807 per share (calculated from the simple average
of the daily volume-weighted average traded prices of SAR shares on the latest 20 trading days
prior to the date of the Share Sale Agreement (SSA), being the period from 23 February 2009 to
20 March 2009) less the SGD equivalent of the dividend of USD 0.0218 per share declared
by SAR in respect of the financial year ended December 2008. Lints will also make an offer for
SAR’s outstanding warrants totaling 35,000,000 warrants at SGD 0.001 per warrant as the
2
-2 –
warrant exercise price is above the Offer price. In addition, the Offer will extend to new issued
shares pursuant to the exercise of stock option under Employee Stock Option Program (ESOP)
and awards granted under the SAR Executive Share Acquisition Plan during the offer period.
The Offer shall be made as per the terms and conditions set out in the Offer Document (Offer
Document). The Offer period shall be at least 28 days after the date of dispatch of the Offer
Document which is within 14 – 21 days from the Completion of the transaction. (Lints as the
offeror does not intend to extend the Offer period beyond such 28 day period), unless the Offer
is withdrawn with the consent of the Securities Industry Council, Singapore and every person
released from any obligation incurred thereunder.
The Offer will lapse, if upon closing of the offer period specified in the offer document, the
number of shares tendered when taken together with the number of SAR shares owned,
controlled or agreed to be acquired by Lints and persons acting in concert with it (either before
or during the Offer and pursuant to the Offer or otherwise), will result in Lints and persons
acting in concert with it holding such number of SAR Shares carrying less than 50 per cent of
the voting rights attributable to all the SAR Shares as at the closing date of the Offer.
Should there be any material progress on this matter and SAR result of the tender offer, the
Company will report to the SET and the investors.
Please be informed accordingly.
Yours sincerely,
(Prasert Bunsumpun)
President & CEO
Capital Market and Investor Relations Department
Tel. 0 2537 2792
Fax. 0 2537 2791
