The debentures are rated 'investment grade' at “BBB+” with a “Stable” outlook. The subscription period is expected to be around mid-January 2025, with ten leading financial institutions mandated as joint lead arrangers.

Bangkok, 13 December 2024 – BTS Group Holdings Public Company Limited or BTS Group is preparing to offer Unsubordinated and Unsecured Debentures with a Debentureholders’ Representative in the Name-Registered to the General Public, with two distinct tranches of 2-year and 5-year with coupon rates of 4.30% and 4.80% per annum respectively. The subscription period is expected to take place during 9 – 10 and 13 January 2025. Both the company and the debentures have received an “Investment Grade” credit rating of "BBB+" with a "Stable" outlook from TRIS Rating, reflecting the company’s strength, diverse business operations, and business expansion potential under the 3M strategy: MOVE, MIX, and MATCH.

Ms. Chawadee Rungruang, Chief Financial Officer of BTS Group Holdings Public Company Limited or “BTS Group”, revealed that the company is in the process of filing the registration statement and draft prospectus for debentures issuance to the Securities and Exchange Commission (SEC). The debentures consist of 2 tranches, a 2-year tenor with coupon rate at 4.30% per annum and a 5-year tenor with coupon rate 4.80% per annum. The interest payment will be on a semi-annual basis. The debentures will be offered to the general public and the subscription period is expected to be during 9 - 10 and 13 January 2025. BTS Group appoints 10 leading financial institutions as joint lead arrangers, including Bangkok Bank Public Company Limited, Krung Thai Bank Public Company Limited, KASIKORNBANK Public Company Limited, The Siam Commercial Bank Public Company Limited, CIMB Thai Bank Public Company Limited, Kiatnakin Phatra Securities Public Company Limited, Maybank Securities (Thailand) Public Company Limited, Yuanta Securities (Thailand) Company Limited, Asia Plus Securities Company Limited and KGI Securities (Thailand) Public Company Limited.

The debentures are rated “BBB+", matching the Company's credit rating with a “Stable” outlook by TRIS Rating Company Limited (TRIS Rating), announced on 21 June 2024. The rating reflects BTS Group’s robust business profile, supported by stable service income generated from long-term operation and maintenance (O&M) contracts, substantial cash flow from its 33.33% investment in the BTS Rail Mass Transit Growth Infrastructure Fund (BTSGIF), and a well-established position in the advertising media business.

BTS Group operates across various industries, focusing on utilizing data from mass transit network and advertising media. The company forms business alliances to enhance business value through its 3 platforms including: 1) MOVE platform, a provider of seamless travel with various transportation facilities to improve the quality of life 2) MIX platform, an Offline-to-Online Comprehensive solutions marketing service provider, who effectively utilizes database for the group of companies and business partners and 3) MATCH platform which creates new business opportunities and cooperation through sharing the MOVE and MIX platforms with the group and business partners.

Following the significant group restructuring announced earlier, BTS Group has successfully raised THB 13.2 billion through a Rights Offering (RO). The transaction, which was completed in October 2024, was met with strong investor demand, resulting in oversubscription and demonstrating overwhelming confidence and support from the investors. Out of the THB 13.2 billion raised, THB 7.1 billion was allocated to acquire RABBIT and ROCTEC shares through the Voluntary Tender Offer (VTO), these two entities have become subsidiaries of BTS Group, effective from November 2024. This restructuring is expected to bring business opportunities for BTS Group and its subsidiaries in the future.

For the period of 6 months, ended 30 September 2024, BTS Group's net cash from operating activities has strengthened to THB 22.8 billion, following the repayment of the E&M debt from the Bangkok Metropolitan Administration (BMA) and the receiving of the second instalment in subsidies for the Yellow Line operations. Looking ahead, BTS Group will receive debt repayment of approximately THB 14.5 billion related to the O&M fees for the Green Line project extension 1 and 2 (1st lawsuit), within 180 days from the judgment date, by 22 January 2025, as per the Supreme Administrative Court ruling. This debt repayment, along with the remaining proceeds from the RO, will strengthen the Company’s capital base and enhance BTS Group’s leverage ratio.

“We are confident that the BTS Group’s debentures will once again be well-received by investors, particularly with the 2-year and 5-year tenors, which align with the preferred investment horizons of retail investors. With an investment-grade rating and attractive returns, the debentures offer a strong investment opportunity in the current declining interest rate environment. BTS Group plans to use the proceeds from this offering to repay its existing debt obligation to strengthen its financial structure. Furthermore, the Company also expects incoming cash flows from the repayment of O&M fees by BMA to further strengthen its financial position as well as facilitate the deleverage plan amidst new business opportunities.” said the Chief Financial Officer of BTS Group.

Currently, the Company is in the process of filing the registration statement and the draft prospectus, which are not yet effective. Potential investors who are interested in the subscription of the Debentures of BTS Group can subscribe with a minimum subscription of 100,000 baht and multiples of 100,000 baht at a time. For more information, please visit SEC’s website at www.sec.or.th or please contact the following 10 joint lead arranger financial institutions:

Arrangers for both 2-year and 5-year tranche

• Bangkok Bank Public Company Limited (except Micro Branches) Tel. 1333, or subscript online via Bangkok Bank Mobile Banking application (for individuals only).
• Krung Thai Bank Public Company Limited, Tel. 02-111-1111, or subscribe online via Krungthai Next application (for individuals only)
• KASIKORNBANK Public Company Limited (Retail investors can subscribe via online channel (https://www.kasikornbank.com/kmyinvest), non-residents can subscribe at head office and branches) Tel. 02-888-8888 press 869
• The Siam Commercial Bank Public Company Limited Tel. 02-777-6784, or subscribe online via the SCB EASY application (for individuals only) , including InnovestX Securities Co., Ltd., as a sales unit of the Siam Commercial Bank Public Company Limited. Tel. 02-949-1999

Arrangers for only 2-year tranche

• CIMB Thai Bank Public Company Limited Tel. 02-626-7777, or subscribe online via the CIMB Thai application
• Kiatnakin Phatra Securities Public Company Limited**: Tel. 02-165-5555, or subscribe online via the application Dime! for individual general investors, including Kiatnakin Phatra Bank Public Company Limited, as a sales unit Kiatnakin Phatra Securities Public Company Limited.
• Asia Plus Securities Company Limited Tel. 02-680-4004
• KGI Securities (Thailand) Public Company Limited Tel. 02-658-8888
• Maybank Securities (Thailand) Public Company Limited Tel. 02-658-5050
• Yuanta Securities (Thailand) Company Limited Tel. 02-0098351-56

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