BANGKOK, Sept. 1, 2025 /PRNewswire/ — GC Treasury Center Company Limited (the “Issuer“), hereby announces two concurrent, but separate, offers to purchase for cash (each, a “Tender Offer”), upon the terms and subject to the conditions set forth in the Tender Offer Memorandum dated September 1, 2025 (the “Tender Offer Memorandum“) (which is available on the Tender Offer Website: https://projects.sodali.com/PTTGC) any and all of (i) the outstanding U.S.$550,000,000 4.30% Senior Unsecured Notes due 2051 (the “2051 Notes“); and (ii) the outstanding U.S.$300,000,000 5.20% Senior Unsecured Notes due 2052 (the “2052 Notes“, and collectively with the 2032 Notes and 2051 Notes, the “Notes“), each issued by the Issuer and irrevocably and unconditionally guaranteed by PTT Global Chemical Public Company Limited (the “Company“).
Capitalized terms used in this announcement but not otherwise defined have the meanings given to them in the Tender Offer Memorandum.
The Tender Offers are being made in connection with a concurrent offering of new U.S. dollar-denominated subordinated perpetual securities (the “New Securities“), to be issued pursuant to a separate offering circular.
** SUMMARY OF TENDER CONSIDERATION & FIXED PRICES **
Series of Notes / ISINs (RegS;144A) / Outstanding Principal Amount (as of September 1, 2025) / Fixed Price
4.30% 2051 Notes / US36830DAC56; US36830BAC90 / USD 374,331,000 / 82.125%
5.20% 2052 Notes / US36830DAF87; US36830BAF22 / USD 102,980,000 / 94.125%
In addition to the Fixed Price, Holders whose Notes of a given series are accepted for purchase will be paid accrued and unpaid interest on such Notes to, but not including the Settlement Date (such amount, “Accrued Interest” and, together with the Fixed Price, the “Tender Consideration“).
** FINANCING CONDITION **
The Issuer announced on September 1, 2025 its intention to issue the New Securities. The completion of the Tender Offers is subject, without limitation, to the satisfaction or waiver of, inter alia, (a) the pricing of the New Securities, (b) the signing of a purchase agreement between the Issuer and the initial purchasers named in the preliminary offering circular with respect to the New Securities for the purchase of the New Securities, and (c) the successful settlement and completion of the issue of the New Securities.
** NO PRORATION **
If any series of Notes is accepted for purchase pursuant to the Tender Offers, all validly tendered Notes of that series will be accepted for purchase. No series of Notes will be subject to proration pursuant to the Tender Offers.
** PREFERENTIAL ALLOCATION **
Each Holder that wishes to subscribe the New Securities in addition to tendering Notes for purchase pursuant to the Tender Offers may receive preference in the allocation of such New Securities, subject to the completion of the Tender Offers and the satisfaction or waiver of the Financing Condition. When considering allocation of New Securities, the Issuer, among other factors, intends to look favorably upon those Holders who have, prior to the allocation of the New Securities, indicated their firm intention to the Dealer Managers to tender Notes. Accordingly, if a Holder submits a bid for New Securities to one of the Dealer Managers (in its capacity as an initial purchaser in accordance with the standard new issue procedures of such Dealer Manager, the Issuer may, in its sole and absolute discretion, accord such Holder’s bid priority in the allocation of the New Securities (defined below as “Preferential Allocation”). However, neither the Issuer nor the Dealer Managers are obligated to allocate New Securities or any particular quantity of New Securities to a Holder that has validly tendered or indicated its firm intention to tender Notes in the Tender Offers. In order for Holders to be considered for Preferential Allocations, eligible Holders must contact any of the Dealer Managers using the contact details as set out on the last page of this Tender Offer Memorandum. As the New Securities are expected to price before the expiration of the Tender Offer, the Holders who wish to obtain Preferential Allocation should indicate their firm intention to the Issuer or the Dealer Managers as soon as possible and submit a bid for the New Securities, which should be in the form of a separate application to the initial purchasers in accordance with the standard new issue procedures of such initial purchasers.
** PURPOSE OF THE TENDER OFFERS **
The primary purpose of the Tender Offers is to actively manage the Company’s liabilities, including deleveraging and financing cost reduction. The Issuer intends to cancel all Notes acquired pursuant to the Tender Offers.
** PARTICIPATION IN THE OFFERS **
Holders must either validly tender their Notes or deliver a properly completed and duly executed Notice of Guaranteed Delivery and other required documents pursuant to the Guaranteed Delivery Procedures, described in the Tender Offer Memorandum, at or prior to the Expiration Deadline, and Holders who have delivered a Notice of Guaranteed Delivery must tender their Notes at or prior to the Guaranteed Delivery Date specified below, to be eligible to receive the applicable Tender Consideration for such Notes. Notes validly tendered may be withdrawn at or prior to the Withdrawal Date (as specified below).
A Holder that wishes to tender its Notes must submit separate instructions per beneficial owner.
** INDICATIVE TIMETABLE OF THE TENDER OFFERS ** (all times are New York City time)
Commencement Date: 1 September 2025
Withdrawal Date: 5:00 p.m. on 9 September 2025
Expiration Deadline: 5:00 p.m. on 9 September 2025
Results announcement: as soon as reasonably practicable following the Expiration Deadline; currently expected on 10 September 2025
Guaranteed Delivery Date: 5:00 p.m. on the second Business Day following the Expiration Deadline; currently expected on 11 September 2025
Settlement Date: within three Business Days of the Expiration Deadline; currently expected on or about 12 September 2025
Guaranteed Delivery Settlement Date: expected on the Business Day after the Guaranteed Delivery Date, i.e. on 12 September 2025
** DEALER MANAGER **
Merrill Lynch (Singapore): [email protected], telephone: +65 6678 0542
Citigroup: [email protected], telephone: +852 2501 2692
Hongkong and Shanghai Banking Corporation: [email protected], telephone: +852 3941 0223 (Hong Kong), +44 20 7992 6237 (London), +1 (212) 525 5552 (New York)
J.P. Morgan: [email protected], telephone: +65 6882 8882 / +44 207 134 2468 / +1 212 834 4533
Mizuho Securities: [email protected], telephone: +852 2685 2000
Standard Chartered Bank: [email protected], telephone: +44 207 885 5739 / +65 6557 8286 / +852 3983 8658
** THE INFORMATION AND TENDER AGENT **
Sodali & Co Limited: Email: [email protected]; Tender Offer Website: https://projects.sodali.com/PTTGC; +852 2319 4130 (Hong Kong); +44 20 4513 6933 (London); +1 203 658 9457 (Stamford)
Questions and requests for assistance in connection with tendering Notes and participating in the Tender Offers and the submission of a tender instruction should be directed to the Information and Tender Agent. Questions and requests for assistance in connection with the Tender Offers should be directed to the Dealer Manager.
** DISCLAIMER **
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OR AN INVITATION TO PARTICIPATE IN THE TENDER OFFERS.
THIS ANNOUNCEMENT MUST BE READ IN CONJUNCTION WITH THE TENDER OFFER MEMORANDUM.
NONE OF THE ISSUER, THE DEALER MANAGER OR THE INFORMATION AND TENDER AGENT OR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES OR AFFILIATES HAS MADE OR WILL MAKE ANY ASSESSMENT OF THE MERITS AND RISKS OF THE TENDER OFFERS OR OF THE IMPACT OF THE TENDER OFFERS ON THE INTERESTS OF HOLDERS EITHER AS A CLASS OR INDIVIDUALS, AND NONE OF THEM MAKES ANY RECOMMENDATION WHETHER HOLDERS SHOULD TENDER NOTES PURSUANT TO THE TENDER OFFERS.
NEITHER THIS ANNOUNCEMENT NOR THE TENDER OFFER MEMORANDUM IS AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL NOTES IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO DO SO.
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SOURCE GC Treasury Center Company Limited
