29/03/2018
Exchange Offer Memorandum (Excel Template) for Bond Switching in FY2018
NOT FOR CIRCULATION OR DISTRIBUTION IN OR INTO THE UNITED STATES

Disclaimer

The Exchange Offer Memorandum and Excel File contained herein (“Bond Holder Package”) have been prepared for informational purposes only and does not constitute an early redemption of the following 3 series of fixed rated Government Bonds: the Government Bonds Series LB191A, the Government Bonds Series LB196A and the Government Bonds Series LB206A (collectively, the “Source Bonds”), issued by the Ministry of Finance of the Kingdom of Thailand (the “Issuer”) in the United States, Thailand or any other jurisdiction nor should it or any part of it form the basis of, or be relied upon in any connection with, any contract or commitment whatsoever.

This Bond Holder Package is confidential and is intended only for the exclusive use of the recipients thereof and may not be reproduced (in whole or in part), retransmitted, summarized or distributed by them to any other persons.

None of Bangkok Bank Public Company Limited, Kasikornbank Public Company Limited, Krung Thai Bank Public Company Limited and Standard Chartered Bank (Thai) Public Company Limited (together, the “Joint-Lead Managers” or “JLMs”) nor any of their holding companies, subsidiaries, affiliates, associated or controlling persons, nor any of their respective directors, officers, partners, employees, agents, representatives, advisers or legal advisers makes any representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this Bond Holder Package or otherwise made available nor as to the reasonableness of any assumption contained herein, and any liability therefore (including in respect of direct, indirect or consequential loss or damage) is expressly disclaimed. Nothing contained herein is, or shall be relied upon as, a promise or representation, whether as to the past or the future and no reliance, in whole or in part, should be placed on, the fairness, accuracy, completeness or correctness of the information contained herein. None of the Joint Lead Managers or their subsidiaries or affiliates has independently verified, approved or endorsed the material herein and none of the Joint Lead Managers or their subsidiaries or affiliates, or undertakes to update or revise any information subsequent to the date hereof, whether as a result of new information, future events or otherwise.

This Bond Holder Package may contain forward-looking statements that may be identified by their use of words like “plans”, “expects”, “will”, “anticipates”, “believes”, “intends”, “depends”, “projects”, “estimates” or other words of similar meaning and that involve risks and uncertainties. Forward-looking statements are based on certain assumptions and expectations of future events. None of the Joint Lead Managers or the Issuer can guarantee that these assumptions and expectations are accurate or will be realized. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements as a result of a number of risks, uncertainties and assumptions. Although the Issuer believes that such forward-looking statements are based on reasonable assumptions, it can give no assurance that such expectations will be met. You are cautioned not to place undue reliance on these forward looking statements. None of the Joint Lead Managers or the Issuer assumes any responsibility to publicly amend, modify, update or revise any forward looking statements, on the basis of any subsequent developments, information or events, or otherwise.

Under the terms of any proposed invitation to the holders of the Source Bonds to offer to exchange their Source Bonds, no securities will be offered or sold in the United States or in any other jurisdiction in which such offer or solicitation would be unlawful. The Source Bonds and the Destination Bonds, which are the subject of the Exchange Offer Memorandum, have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or jurisdiction of the United States or in any other jurisdiction.

If any proposed invitation to the holders of the Source Bonds to offer to exchange their Source Bonds is carried out in Italy, the relevant exchange offer will be carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders of the Source Bonds that are located in Italy will be entitled to offer to exchange the Source Bonds through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Italian Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB, the Bank of Italy or any other Italian authority.

This Bond Holder Package may not be taken or transmitted or distributed, directly or indirectly, in the United States. In addition, it may be unlawful to distribute these materials in certain other jurisdictions. Under the terms of any proposed invitation to the holders of the Source Bonds to offer to exchange their Source Bonds, there will be no sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification under securities laws of such state or jurisdiction.

Any securities or strategies mentioned herein may not be suitable for all investors. This Bond Holder Package is a summary only and does not purport to contain all of the information required to evaluate any potential transaction and any recipient hereof should conduct its own independent analysis of the Issuer. Investors and prospective investors in any securities are required to make their own independent investigation and appraisal of the business and financial condition of the Issuer, the nature of the securities and any tax, legal, accounting and economic considerations relevant to the purchase of such securities.

The information contained in this Bond Holder Package is provided as of 29 March 2018 and is subject to change without notice.
I confirm that I am not located in the United States. I am not located or resident in Italy, or if I am located or resident in Italy, I am an authorised person or can participate in the exchange offer through an authorised person (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Italian Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended). I am a holder of any of the following 3 series of fixed rated Government Bonds: the Government Bonds Series LB191A, the Government Bonds Series LB196A, and the Government Bonds Series LB206A (the "Source Bonds") and am eligible to hold such Source Bonds and to participate in the exchange offer in accordance with applicable law and regulation in my jurisdiction or residence, location and incorporation. I understand that the material contained on this website is not an offer of securities or the solicitation of an offer to sell securities in any jurisdiction.