ShinCorp/ShinSat

[Hitesh]

Shinee, Dtac and iTV join hands for I-News service
SIRIPHAN PONGTHANEE staff writer
Shinee, a website owned by Shin, Total Access Communication Plc (Dtac), and iTV, a subsidiary of Shin and Siam Commercial Bank Plc, join hands in launching the ‘I-News’ service which offers Dtac’s customers more media access choices, with the expectation of a 50 percent increase in existing customers’ subscriptions by the end of this year.
(Source: Business Day, September 17 2003).

FYI: Shinee and iTV are both owned by PM Thaksin Shinawarta's Shin Corp. which also owns AIS - DTac's biggest competitor.

[Tettyan]

So after months of speculation, it looks like this will become official very soon.

From my understanding, under SET rules, Temasek will have to tender for the remaining shares of Shin and AIS. But I thought the telecoms law only allows up to 49% of foreign ownership for cell phone companies. Also, I thought that there were foreign ownership restrictions on Shin Satellite and ITV. Any idea on how these issues will be resolved?

Also, I wonder what Shin's relationship with SingTel is going to be. The latter is 60% owned by Temasek, but under the US-S'pore FTA, Temasek will have to eventually sell off its majority stake in SingTel. Anyone have any clue?

Bravo to Thaksin though. He should have done this five years ago, before the market value of his holdings tripled under his regime. But better late than never. I suggest that he put the cash he gets from this deal into a blind trust, putting an end to any more potential conflicts of interest (similar to what Theresa Heinz Kerry did with her fortune). Somehow I doubt he'd ever contemplate this, but I'm open to being pleasantly surprised.


http://www.nationmultimedia.com/2006..._19704296.html

Originally Posted by The Nation

HISTORIC TAKEOVER: Temasek boss flies in to seal Shin deal
The Nation
Published on January 20, 2006

SET to be advised today of Bt2.5-trln buyout by S’pore agency; BOT notes huge capital inflow. The chief executive of Singapore’s Temasek Holdings, Ho Ching, is to appear at a news conference on Monday to announce the takeover of Shin Corp Plc, according to a telecom industry source.

Ho made a one-day trip to Thailand yesterday to add a final touch to her organisation’s imminent takeover of the Thai conglomerate. Despite her Monday date with the media, the deal is expected to be notified to the Stock Exchange of Thailand today.

A source in Singapore said she had travelled to Bangkok yesterday and returned on the same day.

Regarded as one of Asia’s most influential women, Ho is the wife of Singapore Prime Minister Lee Hsien Loong. She is in charge of Temasek, which is the investment agency of the Singapore government. According to Temasek Review 2005, the company commanded an investment portfolio totalling S$103 billion (Bt2.47 trillion) last year, up 15 per cent from the previous year.

Temasek plans to acquire 49.6 per cent of Shin Corp’s shares from the Shinawatra and Damapong families, making the Bt76-billion takeover the largest deal in Thai corporate history.

Sources said Temasek and Shin Corp have agreed on a final price of about Bt51 per share. Shin Corp has 3 billion outstanding shares.

The recent strengthening of the baht against the US dollar has been attributed to the huge amount of foreign capital flowing into Thailand ahead of the takeover transaction, the central bank said yesterday.

Bank of Thailand Governor MR Pridiyathorn Devakula said the baht’s appreciation to a nine-month high of Bt39.4 to the dollar was due mainly to the inflow of foreign capital for the purchase of Shin shares.

It is for the purchase of Shin shares, he said. “There was a broker [associated with the Shin deal] selling [foreign] currency in the market. I just learned about it today, but I don’t know how much money is involved. I don’t know how many shares they’re going to sell.”

Temasek’s buy-out of Shin Corp is part of its investment expansion into Asia. Its wealth increased by S$8.1 billion in the financial year ending March 31, 2005, including S$2.5 billion from direct investments. The latter was driven by the portfolio shift into Asia.

Temasek’s investments span from telecom and media to financial services, property, and transportation and logistics.

Shin’s businesses include Thailand’s largest cell-phone operator, Advanced Info Service Plc, the satellite operator, Shin Satellite Plc, the free TV station, iTV Plc, the budget airline, Thai AirAsia, and the personal loan provider, Capital OK.

Temasek has more than a 60 per cent stake in Singapore Telecom, which owns almost 20 per cent of AIS. The takeover of Shin Corp will make Temasek and SingTel the largest shareholders in AIS, which is the cash cow of Shin Corp.

Thaksin has been quoted as telling his executives that his family will sell off Shin Corp as part of an exit strategy to end criticism of him and his family for having conflicts of interest.

According to Tisco Research, Shin’s operations are unlikely to change following the takeover.

SingTel, a subsidiary of Temasek, has been the Shin Group’s strategic partner for many years, especially in the case of AIS. The cooperation between the two has proven to be very successful and has contributed substantially to Shin becoming Thailand’s largest telecom conglomerate," Tisco said.

AIS is Thailand’s leading mobile phone operator, with a market share of nearly 55 per cent.

Tisco Research added: “Should Temasek become Shin’s parent we do not envision any major changes to the group’s operations. This would still be the case even if some of the Shin Group’s senior management decide to leave the company as Temasek and Singtel are both highly experienced operators of telecom businesses in their own right.”

Temasek will be obliged to tender for 100 per cent of the shares in Shin Corp to complete its takeover. It will have to set aside nearly US$4 billion (Bt157.4 billion) for this.

[GWR]

It'll be interesting to see if he invests some of it in 'At Samat' Corp.

[Wisarut]

Temasek holds 49% of Shin Corps Stocks while the rest would becovered by
Crown Property Bureau - investment Manager for Royal Family

[Tettyan]

Originally Posted by Wisarut

Temasek holds 49% of Shin Corps Stocks while the rest would becovered by
Crown Property Bureau - investment Manager for Royal Family

Are you kidding? Or is this for real???

[Tettyan]

Originally Posted by Tettyan

Are you kidding? Or is this for real???

I should have known better than to question you Wiz, guess you're always right.

This Reuters article certainly sheds a little more light than earlier reports, and their analysis seems to make a lot of sense. Much info at this stage is still speculation though - wonder how to seperate facts from all the rumors?

http://in.today.reuters.com/news/new...archived=False

Originally Posted by Reuters

Thaksin share sale secret blown, deal appears done
Thu Jan 19, 2006 7:54 PM IST

By Khettiya Jittapong

BANGKOK (Reuters) - The family of Thai Prime Minister Thaksin Shinawatra will sell its controlling stake in the telecommunications empire he founded to Singapore's state investment firm, a senior banking source said on Thursday.

The source in Singapore, who is not involved in the deal, said Temasek Holdings would buy the 49 percent stake the Shinawatra and related Damapong families own in Shin Corp for "below 50 baht" per share.

Shin stock closed at 46.25 baht on Thursday and the deal was probably worth around $1.8 billion, market sources said.

The much rumoured sale of the stake in Thailand's biggest telcoms firm was confirmed earlier by Bank of Thailand Governor Pridiyathorn Devakula as he explained a sudden jump in the value of Thailand's baht currency against the dollar.

"We have not done anything. Its gain has been due to an inflow of funds for a Shin share deal," he said after the baht rose to 39.26 to the dollar, a 9-½ month high, in early trade.

"After the inflow, the baht moved normally in line with market forces," he said. By 1218 GMT, the baht had slipped back to 39.35 to the dollar.

The inflow of money meant the deal would be finalised very soon, an analyst at Capital Nomura Securities said. "Normally, money will come one day before the deal is announced," he said.

Pridiyathorn had simply confirmed a belief widespread in the market that the Shinawatra and Damapong families were close to finalising a deal with Temasek.

Shin Corp spokesmen have said almost daily for the past month they knew nothing about a deal and Thaksin has denied making an agreement with Temasek, the state investment firm, while on holiday in Singapore early this month.

"It is still the same. We have not yet been informed of anything by major shareholders," a Shin spokeswowan said on Thursday.

NO ONE CONVINCED

They have convinced almost nobody and some analysts said the delay of an announcement could be because Temasek was seeking a legal way to avoid a compulsory tender offer to buy the remaining shares in Shin and its listed affiliates.

A financial source said the Crown Property Bureau, which manages the Thai royal family's assets, might join Temasek in buying part of Shin Corp, which is capitalised at $3.5 billion on the Thai stock market.

"The bureau is interested in buying Shin Corp. They need a Thai name to prevent criticism that the families are selling a Thai company to foreigners," said the source, who declined to be identified.

The Crown Property Bureau director Chirayu Isarangkun said however, the bureau had no plan to buy a stake in Shin Corp. "The bureau has nothing to do with Shin Corp", he said.

But analysts said the Crown Property Bureau, which owns about 30 percent of Siam Cement PCL, Thailand's largest industrial conglomerate, could be a potential buyer.

Chumpol NaLamlieng, former chief executive of Siam Cement, is chairman of Singapore Telecommunications Ltd, which owns one-fifth of Advanced Info Service (AIS), the country's largest mobile phone firm under Shin Corp umbrella.

Temasek owns about 65 percent of SingTel.

Shin shares closed 1.0 percent lower on Thursday after investors shifted to property firm SC Asset Corp PCL, majority owned by Thaksin's family, dealers said.

SC Asset shares ended up 7 percent, having earlier gained as much as 15 percent, after Thai newspapers reported Thaksin's family intended to keep the company as its business spearhead.

Shin, a holding company which has more than 20 companies under its umbrella in the wireless, satellite and media sectors, would be a good target for a foreign firm wanting to get into the lucrative Thai mobile phone market, analysts say.

Shin owns 43 percent AIS, which has a 55 percent share of the domestic market.

Analysts say it is possible the Shinawatra family is considering moving into other businesses offering higher returns than a mobile phone market moving rapidly toward saturation.

A sale could also improve the image of Thaksin, often accused of shaping policy to suit Shin, charges he denies vehemently, as he fights opposition allegations of government corruption, they said.

(Additional reporting by Doreen Siow in SINGAPORE and Kittipong Thaichareon in BANGKOK)

[Wisarut]

Even though Khun Thanogn has denied the purchase of Shin Corp by Crown Property bureau in addition to Temasek, the nomination of Khun Chumphon Na Lamliang from Siam Cement PCL to run Shin Corp is a sure sign that there must be some inside connections with Crown Property bureau.

[Scuba22]

Better late than never - sure, I suppose. The cynical view would be that he feels he's milked all he can out of the country, and it's time to cut and run.

The ethical time to sell out and go to a blind trust would have been before he entered politics - back in 1994 (?); but of course that is unimaginable. I was under the impression that blind trusts were required by law for elected officials in the US.

It will certainly be interesting to see what he does with the proceeds. My bet is personal financial services, so that when all the consumer loans he's directed government institutions to make start going bust, he'll be able to pick them up at a steep discount, and finally have millions of Thais personally owing him money. With his new-found serfs and unmentionable ally, the "land of the free" can then become "Siam" again, under the new feudal Lords.

I'd be very surprised to see CPB take up Shin shares - my understanding was that they were trying to consolidate their investments in property, SCC and SCB, and actively trying to get rid of all manner of rats & mice in the portfolio.

But the question of ownership restrictions is puzzling to me too. How did Telenor buy out DTAC? Won't anyone get worked up by foreigners owning Thai satellites and iTV?

Personally, I think this is great for Thailand and Singapore. Thailand desparately needs rational management (sorry about the slur, but I've been singularly unimpressed by what I've seen of Thai boardrooms; I see a lot more business smarts on the street!); and Singapore desparately needs a real country to run. It's a good match, IMO.

Cheers,

Scuba22

[Wisarut]

ITVwould be purchased by Grammy Entertainment PCL though

[Wisarut]

Okay, now 49.,6% of Shin Corp Stock went into Temasek Portfolio ... at the price 50 Baht/stock -> total to 3.1 billion dollars (70 billion Baht) .. .

We'll see if Revenue Deportment Director would SHAMLESSLY said "This kind of transaction would not subjected to tax collection"

[Scuba22]

iTV to Grammy - of course, so sensible. I'm kicking myself for not thinking of that, it really consolidates the entertainment sector

Thanks!

Scuba22

[Wisarut]

Now, Khun Thanong Phitthaya said Shinnawatra family don't to pay ANY single satang of tax for this Shin Corp Deal with Temasek

Furthermore, Shinnawatra family has moved from Telecom to Real Estate ...

A Real Estate Tycoon like Khun Anand Asawaphokin (a friend of PM Thaksin the owner of Land and House PCL ) has already set up Land & House Bank as a creditor for those who want to buy Land & House Real Estates .... to compete with Government Housing Bank

[Wisarut]

Than Setthakij has conformed that both Temasek and Crown Property Bureau (Siam Commercial Bank PCL) DID takeover Shin Corp through 49.6% shares for Temasek and 5-10% for SCB.

Crown Property Bureau (Siam Commercial Bank PCL) has sent Khun Phongse Sarasin (son of former PM Poj Sarasin - he used to run Thai Pure Drink PCL (Thai distributor for Coca Cola)) and Dr. Wijit Suraphongsechai from SCB to run ShinCrop.

Initally SingTel and SCB want to buy ShinCorp at 30 Baht/Stock ... so PM Thaksin Suspended the Deal until he got the right prices. Even worse, Khun Chumphon Na Lamliang (former Siam Cement PCL General Manager - now run as the head of SingTel (Thailand)) said he OBJECT SingTel Plan to run ShinCorp. ... SO, Temasek has got the way ...

Details on the deal:
Shinnawatra-Damaphoingse Families: 1.158 Billion Stock whcih can be broken down as follows:
1) Miss Phinthongtha Shinnawatra -> 440 million Stock => 14.92%
2) Mr Banjaphot Damaphongse -> 404 million Stock => 13.71%
3) Mr. Phanthongthae Shinnawatra -> 293 million Stock => 9.96%
4) Miss Yingrak Shinnawatra -> 20 million Stock => 0.68%
5) Ms. Bussaba Damaphongse -> 0.1598 million Stock => 0.01%


UBS AG (Singapore): 0.297 Billion stocks
Total: 1.456 Billion Stock - 49.6% of registered capital = 72.8 billion Baht ->
the biggest transactions sicne the first day for Thai Stock Market at 30 July 1975.

Buyer: Temasek Funds
Price: 49.50-50.00 Baht/stock -> all in CASH (!)
No Stock Swapping


Even though the sell are supposed to pay 15% Tax to Revenue Dept, Khun Thanong Phitthaya insists that this massive transaction is NOT subjected to tax collection due to Thai-Singapore Treaty for Taxing from capital transaction. If Temasek DID pay the tax to Singaporean Revenue Dept at least 15% of payment, the tax to Thai Revenue Dept is Exempted.

Temasek has intended to KEEP Only AIS while Temasek woudl sell ITV to Grammy Entertainment PCL and ShinSat woudl be back to the Shinnawatra family.

[Tettyan]

So this is how Temasek intends to get around the foreign ownership restrictions.

So here's the next question. Who controls Temasek's alleged local partner (other than SCB), Kularbkaew Co? Crazy how the Nation mentions them without being able to give any background! Anyone have any idea?

http://www.nationmultimedia.com/2006..._19721825.html

Originally Posted by The Nation

SHIN SALE: Two Thai banks to fund deal
The Nation
Published on January 23, 2006

SEC to be told today of Temasek’s purchase backed by local loans of Bt26 billion. Siam Commercial Bank and Bangkok Bank will each extend Bt13 billion in fresh loans to a subsidiary of Temasek Holdings of Singapore, as part of Bt70-80 billion in cash required to take over Shin Corporation Plc, financial sources said yesterday.

Financial sources said Bangkok Bank’s Bt13-billion loan to Cypress Holdings would come in the form of a standby letter of credit guaranteed by Siam Commercial Bank.

Altogether the two Thai banks will be lending a combined Bt26 billion as part of a financing package for the largest corporate takeover ever in Thailand.

Shin Corp is expected to notify the Stock Exchange of Thailand today, followed by a news conference.

Financial sources identified the Siam Commercial Bank as one of the key players behind the Shin deal, providing financial advice and the loan to Cypress Holdings, a subsidiary of Temasek Holdings.

Cypress Holdings then will re-lend the money it gets from the Thai banks to Cedar Holdings, which will use the money as part of its Bt70-80 billion takeover of the 49.6 per cent stake in Shin Corp from the Shinawatra and Damapong families.

“If Cypress Holdings is a son company of Temasek, you can say that Cedar Holdings is a nephew company of Temasek,” said one financial source.

ML Chayothid Kritdakara, managing director of SCB Securities, has been identified as a key adviser for the mega-deal, which will reshape the face of Thailand’s corporate scene.

According to Krungthep Turakij’s Saturday edition, there are 10 shareholders in Cedar Holdings, with Siam Commercial Bank hold?ing about 10 per cent, Kularbkaew Co 41.1 per cent and Cypress Holdings 48.99 per cent.

Apparently, Temasek’s buying into Shin Corp would breach the foreign ownership limit of 49 per cent, which has prompted it to rely on its subsidiary Cedar Holdings, incorporated in Thailand, to do the buy-out. The shareholders in Cedar are largely nominees for Temasek.

Around 49 per cent of total Shin shares are “free floating” and avail?able in the local market, and most of these are expected to be snapped up by the foreign investment group.

With the sale of the Shinawatra and Damapong families’ majority stake in Shin Corp to be announced today, critics of Prime Minister Thaksin Shinawatra are sharpening their knives – over a deal they believe would raise more questions about conflicts of interests.

Shin will call an urgent meeting of its board at midday before mak?ing a filing to the Stock Exchange of Thailand. A joint press conference with Temasek executives will be held in the afternoon at a location yet to be confirmed, a source at the Thai conglomerate said.

The families of Prime Minister Thaksin Shinawatra and his in-laws jointly own a 49.6-per-cent stake in Shin which Temasek is expected to buy at a price of about Bt50 per share, totalling between Bt70-80 billion. Shin Corp has 3,000 million shares outstanding.

Temasek will also stage a tender offer for minority shares of Shin and its flagship company, mobile phone operator Advanced Info Service Plc (AIS).

The biggest deal in the Thai stock market history has been shrouded in secrecy and controversy, and Thaksin and market authorities have come under fire over the past month for lack of transparency about the imminent transfer of a major Thai asset to foreign hands.

Questions about tax and whether the Shinawatra and Damapong families would stack the staggering amount of money earned from the sale overseas are also likely to become a major polit?ical issue.

Despite suggestions that the Temasek deal was aimed partly at easing criticism of Thaksin over conflict of interests, his opponents insist that the opposite could hap?pen.

“Let’s see when the dust settles,” leading social critic Thirayuth Boonmi said during a press confer?ence yesterday when he continued to denounce “massive corruption” among top government politicians and their cronies. “The first key question is where they keep they money [from the sale] and how.”

The Campaign for Media Reform warned that the problem of conflicts of interests could become even “more complicated and scari?er” with key foreign players involved.

In a statement yesterday, the organisation attacked stock market authorities and the PM for failing to protect national interests affect?ed by the mega deal.

Meanwhile, the Shin Corp source said a Chinese telecom group had offered the families a better price than Temasek but they finally opted for the Singaporean suitor.

He said Temasek would have newly created affiliate, Cedar Holding, to hold the shares it buys from the families and would later try to project that Shin is still a Thai-owned company.

While Temasek had Goldman Sachs as its financial adviser in the deal, the families have not hired an adviser but scrutinised the deal themselves, the source added.

The source said Pong Sarasin, former chairman of Thai Pure Drinks and Surathip Group, would replace Bannapot Damapong, elder brother of Thaksin’s wife Pojaman, as Shin chairman.

There is also expected to be a new chairman at AIS, a post currently held by Paiboon Limpaphayom.

The source said Temasek was interested only in AIS and would gradually sell off Shin’s other major businesses, including free-TV operator iTV Plc and budget airline Thai AirAsia.

Shin’s also has a satellite service and broadband Internet business.

Telecom, Political Reporters

The Nation

[Tettyan]

Press Release from the Stock Exchange of Thailand's website:

http://www.set.or.th/set/newsdetails...US&language=en

Originally Posted by Stock Exchange of Thailand

January 23, 2005

Re: Notification of resolution of the Board of directors
meeting no. 1/2006

To: President
The Stock Exchange of Thailand

Shin Corporation Public Company Limited ("the Company")
held the Board of directors meeting no. 1/2006 on January 23, 2006
at 11.00 a.m. to consider the business plan of the company for
the year 2006 as ordinary. In addition to the said agenda,
during the meeting the Company has been informed by the major
shareholders, which are comprised of Miss Pintongta Shinawatra,
Mr. Bhanapot Damapong Mr. Phantongtae Shinawatra, Miss Yingluck
Shinawatra and Mrs. Busaba Damapong, that they had sold their
shares of the Company to Cedar Holdings Limited ("Cedar") and
Aspen Holdings Limited ("Aspen") in the amount of 1,487,740,120
shares, equal to 49.595% of paid up capital of the Company,
on January 23, 2006 at the price of 49.25 per share including
Cedar and Aspen have informed the Company regarding the details
of shares purchase from the major shareholders. The meeting
has urgently considered regarding the purchase and sale of
the company's ordinary shares by major shareholders as follows:

1.Acknowledged the sale of the company's ordinary shares by major
shareholders with the following details,

Shareholders amount % of paid up capital
Miss Pintongta Shinawatra 604,600,000 20.15
Mr. Bhannapot Damapong 404,430,300 13.48
Mr. Phantongtae Shinawatra 458,550,220 15.29
Miss Yingluck Shinawatra 20,000,000 0.67
Mrs. Busaba Damapong 159,600 0.005
Total 1,487,740,120 49.595

As a result of this transaction, Cedar and Aspen are obliged to make
a tender offer for all securities of the Company according to the
Notification of the Securities and Exchange Committee No. Gor
Jor. 23/2545 Re: Rules Condition and Procedure for the Acquisition
of Securities for Business Takeovers.

The primary information of Cedar and Aspen as follows;

Cedar
1) Name of directors and authorized signatories
1. Mr. S Iswaran
2. Ms. Tan Ai Ching
3. Ms. Chai Yue Joo
4. Mr. Bodin Asavanich

Authorized signatories are "1. Any two of directors can sign jointly with
affixing the Company's seal. 2. One director can sign with affixing the
Company's seal on the required documents which need to submit at the
Ministry of Commerce and the Revenue Department"

2) Name of major shareholders
1. The Siam Commercial Bank PCL holds 9.9 % of the
registered capital

2. Kularb Kaew Company Limited holds 41.1 % of the
registered capital

3. Cypress holdings Limited holds 48.99 % of the
registered capital

Aspen: 1. Anderton Investment Pte. Ltd. Holds 99.94 % of the
registered capital

continued....