PTT Public Company Limited Offer to Purchase for Cash Any and All of the Outstanding Securities Referred to in the Table Below

BANGKOK, March 20, 2017 /PRNewswire/ --

Modified Dutch Auction Offer to Purchase Up to the Dutch Auction Cap of the Outstanding Securities Referred to in the Table Below

Upon the terms and subject to the conditions set forth in the offer to purchase dated March 6, 2017 (the "Offer to Purchase"), PTT Public Company Limited, a public limited company incorporated in the Kingdom of Thailand (the "Offeror"), is offering to purchase for cash:

Capitalized terms not otherwise defined herein shall have the same meaning as in the Offer to Purchase.

The Any and All Offer

Expiration and Extension

The Any and All Expiration Date, previously set at 5:00 p.m., New York City time, March 17, 2017, has been extended and is set to expire, unless earlier terminated by the Offeror in its sole discretion, at 5:00 p.m., New York City time March 31, 2017.

Settlement

The Any and All Settlement Date in respect of the Any and All Securities accepted for purchase as of the original Any and All Expiration Date pursuant to the Any and All Offer is expected to be on or around March 22, 2017 Payments in relation to the Any and All Securities delivered pursuant to the guaranteed delivery procedures described in the Offer to Purchase will be settled on March 23, 2017.  All Securities validly tendered and not validly withdrawn  at or prior to the Any and All Expiration Date and accepted for purchase by the Offeror will receive the Any and All Consideration as determined at the Any and All Price Determination Time.  In addition to the Any and All Consideration, Holders whose Any and all Securities are accepted for purchase by the Offeror will receive Accrued Interest. 

Extended Settlement

The extended Any and All Settlement Date in respect of the Any and All Securities accepted for purchase after the Any and All Expiration Date pursuant to the Any and All Offer is expected to be on or around April 5, 2017.  Payments in relation to the Any and All Securities delivered pursuant to the guaranteed delivery procedures described in the Offer to Purchase will be settled on April 6, 2017. All Any and All Securities accepted for purchase through the extended Any and All Settlement Date will receive payments based on the Reference Yield as determined at 7:00 a.m., New York City time, March 17, 2017. In addition, Holders whose Any and all Securities are accepted for purchase by the Offeror will receive Accrued Interest. 

The Hongkong and Shanghai Banking Corporation Limited and J.P. Morgan Securities plc are acting as the Dealer Managers for the Any and All Offer. Global Bondholder Services Corporation is the Depositary and Information Agent for the Any and All Offer. None of the Offeror, the Dealer Managers or the Depositary and Information Agent is making any recommendation as to whether Holders should tender or refrain from tendering their Any and All Securities in response to the Offer or how much they should tender. Each Holder must make its own decision as to whether to tender or refrain from tendering any Any and All Securities, and if a Holder determines to tender, as to how many Any and All Securities to tender.

The Dutch Auction Offer

Early Results

As of 5:00 p.m., New York City time, March 17, 2017 (the "Dutch Auction Early Tender Deadline"), U.S.$29,400,000 in aggregate principal amount of the Dutch Auction Securities with a specified Bid Spread resulting in a Bid Premium less than the Clearing Premium had been validly tendered and not validly withdrawn pursuant to the Dutch Auction Offer.  The Dutch Auction Withdrawal Deadline has passed and has not been extended.  Dutch Auction Securities validly tendered and not validly withdrawn at or prior to the Dutch Auction Early Tender Deadline will be eligible to receive the Dutch Auction Total Consideration, to be determined by the "modified Dutch Auction" procedures as described in the Offer to Purchase using the Reference Yield, which will be calculated by the Dealer Managers at 7:00 a.m., New York City time, March 20, 2017 (the "Dutch Auction Price Determination Time", plus Accrued Interest (the "Dutch Auction Price Determination Date"), plus Accrued Interest. 

Early Settlement

The Offeror hereby exercises the Dutch Auction Early Settlement Right.  The Offeror intends to pay for the Dutch Auction Securities validly tendered and not withdrawn at or before the Dutch Auction Early Tender Deadline on or about March 22, 2017 (the "Dutch Auction Early Settlement Date").

All Holders of Dutch Auction Securities who have validly tendered and not withdrawn at or before the Dutch Auction Early Tender Deadline with a specified Bid Spread resulting in a Bid Premium less than the Clearing Premium will have their Dutch Auction Securities accepted in full in the Offer and will receive the Dutch Auction Total Consideration on the Dutch Auction Early Settlement Date, subject to the procedures and conditions described in the Offer to Purchase.  In addition to the Dutch Auction Total Consideration, Holders whose Dutch Auction Securities are accepted for purchase by the Offeror will receive Accrued Interest.  No Dutch Auction Securities tendered at or before the Dutch Auction Early Tender Deadline with a specified Bid Spread resulting in a Bid Premium greater than the Clearing Premium will be accepted for repurchase.

Extension of Dutch Auction Total Consideration Right

Dutch Auction Securities validly tendered and not withdrawn after the Dutch Auction Early Tender Deadline and at or before the Dutch Auction Expiration Date will be eligible to receive the Dutch Auction Total Consideration.

Final Settlement

The Offeror intends to pay for the Dutch Auction Securities validly tendered and not withdrawn after the Dutch Auction Early Tender Deadline and accepted for repurchase on or about April 5, 2017 (the "Dutch Auction Final Settlement Date").  The Dutch Auction Offer will expire on or about 11:59 p.m., New York City time, March 31, 2017, unless extended or earlier terminated as provided in the Offer to Purchase.

All Holders of Dutch Auction Securities who have validly tendered and not withdrawn after the Dutch Auction Early Tender Deadline and at or before the Dutch Auction Expiration Date with a specified Bid Spread resulting in a Bid Premium less than the Clearing Premium will have their Dutch Auction Securities accepted in full in the Offer and will receive the Dutch Auction Total Consideration on the Dutch Auction Final Settlement Date, subject to the procedures and conditions described in the Offer to Purchase.  In addition to the Dutch Auction Total Consideration, Holders whose Dutch Auction Securities are accepted for purchase by the Offeror will receive Accrued Interest.  No Dutch Auction Securities tendered after the Dutch Auction Early Tender Deadline and at or before the Dutch Auction Expiration Date with a specified Bid Spread resulting in a Bid Premium greater than the Clearing Premium will be accepted for repurchase.

Any Dutch Auction Securities tendered but not purchased pursuant to the Offer, including Dutch Auction Securities tendered with a specified Bid Spread resulting in a Bid Premium greater than the Clearing Premium, will be rejected from the Dutch Auction Offer and will be, (a) in the case of DTC Securities, be returned promptly to the tender Holders thereof or (b) in the case of Euroclear/Clearstream Securities, be unblocked or released and credited to the relevant accounts(s) maintained in Euroclear or Clearstream as applicable.

The Hongkong and Shanghai Banking Corporation Limited and J.P. Morgan Securities plc are acting as the Dealer Managers for the Dutch Auction Offer. Global Bondholder Services Corporation is the Depositary and Information Agent for the Dutch Auction Offer. None of the Offeror, the Dealer Managers or the Depositary and Information Agent is making any recommendation as to whether Holders should tender or refrain from tendering their Securities in response to the Dutch Auction Offer, how much they should tender or at what premium any Dutch Auction Securities should be tendered. Each Holder must make its own decision as to whether to tender or refrain from tendering any Dutch Auction Securities, at what premium any Dutch Auction Securities should be tendered in the Dutch Auction Offer, and, if a Holder determines to tender, as to how many Dutch Auction Securities to tender.

All documentation relating to the Offers, including the Offer to Purchase and form of the notice of guaranteed delivery and any updates thereto, will be available to eligible holders of the Any and All Securities and the Dutch Auction Securities via the offer website: www.gbsc-usa.com/PTT. 

Any questions or requests for assistance or additional copies of the Offer to Purchase may be directed to the Depositary and Information Agent at its telephone number or address set forth below. Any questions related to the terms of the Offers may be directed to the Dealer Managers. You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offers.

The distribution of the Offer to Purchase in certain jurisdictions may be restricted by law. Holders of the Any and All Securities and the Dutch Auction Securities and any other person into whose possession the Offer to Purchase comes are required by the to inform themselves about, and to observe, any such restrictions.

This announcement is neither an offer to purchase nor a solicitation to buy Any and All Securities or Dutch Auction Securities nor is it a solicitation for acceptance of the Offers. The Offeror is making the Offers only by, and pursuant to the terms of, the Offer to Purchase. The Offers are not being made to (nor will tenders of Any and All Securities or Dutch Auction Securities be accepted from or on behalf of) holders of Any and All Securities or Dutch Auction Securities in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. This announcement must be read in conjunction with the Offer to Purchase. None of the Dealer Managers, the Depositary and Information Agent, Deutsche Bank Trust Company Americas (as trustee for the Any and All Securities or as trustee for the Dutch Auction Securities) or the Offeror makes any recommendation as to whether the holders of the Any and All Securities or the Dutch Auction Securities should tender their Any and All Securities or Dutch Auction Securities or participate in the Offers.

SOURCE PTT Public Company Limited