Thank you for your comments. We have accepted your changes and added further changes. For the draft board minutes, we have removed the agenda calling the EGM as the current proposal is not to appoint any additional directors.
We look forward to receiving your comments on the draft right of first refusal documents and the closing summary for Thailand.
A few administrative queries to confirm with you.
1. We note that you did not have any material comments on the draft amendment agreement to the call and put option. Can we assume that RAI and Alstom are ok with the proposed arrangement that (prior to Main Deal Closing) Alstom Holdings and Khun Tanakorn will sign the amendment agreement to the call and put option agreement and that Alstom Holdings would exercise the call option and direct Khun Tanakorn to transfer all of his shares in Alstom Holdings Thailand directly to the relevant GE acquirer at the Main Deal Closing? Please would you complete the notice details in clause 5 of the amendment agreement and provide us with copies of the executed and dated amendment agreement and the call option notice from Alstom Holdings to Khun Tanakorn.
RAI: We do not have any objection to the proposed arrangement. We will complete the notice details and coordinate with Alstom for the execution of the amendment agreement and the call option notice accordingly.
Note to Alstom/Hogan Lovells: Since there are also loan agreement and share pledge agreement between Khun Tanakorn and Alstom Holdings, we believe a debt settlement agreement (by way of share transfer to GE) and a pledge cancellation agreement are also necessary. Please let us know your comments on this issue.
ALSTOM- NO specific comments.
2. When will each of the 3 Alstom entities holding their respective board meeting?
Note to Mr. Moncy: Can you please advise respective number of board meeting of each Alstom entity? For current year 1 meeting for ALTOM Holdings and ALSTOM Thailand and 2 meetings for ALSTOM Grid.
Note to Alstom/Hogan Lovells: Can we arrange the board meetings as soon as possible? Is there any timing issue we have to be aware of? No specific time issues from our side.
3. Who will attend the Main Dealing Closing and be responsible for updating the share register for each of the 3 Alstom entities?
Note to Alstom: Please advise. I am not sure who should attend this meeting. I have not received any specific instructions. Need to check with Paris. Also could you please specify what exactly to be done here?
4. We understand that the proposed logistics is for GE to sign the agreed form share transfer instruments first, then Alstom sellers to sign (undated) and sent to Thailand to you to pass to us prior to Main Deal Closing date. We will hold the signed (undated) share transfer instruments and bring them to the Main Deal Closing to be dated on that date. We will hold the transfers for both parties prior to closing and for GE after closing. We are expecting to receive a letter setting these arrangements and will seek internal approval of proposed logistics once we have the letter. At this stage, we wanted to ensure that you have received the same information.
Note to Alstom/Hogan Lovells: As we had not been involved on discussion of the mechanism for signing of share transfer instruments, we initially thought that only Alstom would sign the same before the Main Deal Closing Date. However, considering that Share Register of each Alstom entity needs to be updated with new shareholders on the Closing Date, we believe it is inevitable that the transferees have to sign the share transfer instruments before the Closing Date and the fully signed instruments will be kept under HOTEL arrangement. Please confirm. Not clear I need to understand more on this.
5. Has Michel Serra and Khun Netipong transferred their shares as part of the pre-closing re-grouping by Alstom?
RAI: Michel Serra has not yet transfer his shares while Khun Netipong has already done so. We are checking with Alstom when Michel Serra can complete the share transfer.
Note to Alstom: Please comment on this. Is someone arranging for share transfer of Michel Serra? Michel Serra share transfer is completed.
6. Have you received the updated share registers and share certificates for the 3 Alstom entities? We understand from Khun Pimala that you expect to receive them from Alstom last Friday? May we please have copies as soon as you receive them.
Note to Mr. Moncy: Please give an update on the preparation of share registers and share certificates. As I confirmed on Friday, ALSTOM Thailand and ALSTOM Grid is completed. ASLTOM Holdings is under process.
7. If you are agreeable, we propose that we prepare the draft share transfer instruments and MoC forms (new list of shareholders and change of directors) for you to review. We understand that all non-Thai directors of Alstom Thailand and Alstom Grid will resign, effective the date before Main Deal Closing, leaving a single Thai director for each of the Alstom entities. Please would you confirm this with Alstom. Do you have standard form resignations letters for directors? If not we can provide ours.
RAI: We agree for you to prepare draft share transfer instruments and MoC forms. We will send you standard form of resignation letters for directors.
Note to Alstom: Please confirm on the directorship issue. We have concerns on this issue. Need to discuss.