“INDORAMA VENTURES” SUBMITS FILING FOR EXCHANGE OFFER TO BUY IRP SHARES

Petrochemical producer Indorama Ventures Public Company Limited (IVL) has filed a registration statement and draft prospectus (the “Filing”) with the Office of the Securities and Exchange Commission (SEC) to offer IVL newly issued ordinary shares in exchange for shares of its subsidiary Indorama Polymers Public Company Limited (IRP) held by minorities of IRP shareholders.


The move is part of IVL’s shareholding and management restructuring plan, a significant step in preparation for being listed on the Stock Exchange of Thailand (SET). Bualuang Securities Public Company Limited is a financial advisor to IVL.

Under the shareholding and management restructuring plan, in preparation for initial public offering (IPO) and SET listing scheduled for early 2010. Concurrently, IVL will undertake the shareholding structuring between IVL and IRP. Once approved or waivers has been granted by concerned agencies, IVL will conduct a tender offer to exchange its newly issued ordinary shares for all IRP’s shares held by IRP minority shareholders. IRP will be subsequently delisted from the SET on the same day that IVL starts to trade its shares (including those under the tender offer and IPO) on the SET. IRP minority shareholders who accept the tender offer will be able to trade their shares simultaneously with IVL’s newly issued shares on the first trading date of IVL shares on the SET.

According to the shareholding and management restructuring plan, IVL will offer its newly issued ordinary shares as a consideration to IRP minority shareholders who accept the tender offer at a rate of 1.2320 IVL (Bt1 par value) shares for each IRP share (Bt1 par value) with no cash alternative. The total IRP shares that IVL will make a tender offer for are 424.48 million shares, accounting for 30.71 percent of total IRP’s paid-up shares. Such shareholding and management restructuring plan was approved by IRP extraordinary shareholders’ meeting on 27 October 2009.

IVL believes that the new shareholding structure will increase IVL’s transparency and eliminate any potential conflict of interest between IVL and IRP after IVL’s listing. In addition, IVL believes that the current minority shareholders of IRP will enjoy benefits from IVL’s integrated petrochemical value chain business through investments in its subsidiaries.
Editor’s note:

The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States of America. The materials do not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. There is no intention to register any portion of the offering in the United States of America or to conduct a public offering of securities in the United States of America.

The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration exemption from registration or qualification under the securities laws of any such jurisdiction.