BlueVenture Group Public Company Limited, or BVG, has confirmed that the restructuring plan of Thai Reinsurance Public Company Limited, or THRE, into a holding company structure will not affect BVG's business policy direction or management structure. THRE holds a total of 292,499,980 BVG shares, representing 65% of all issued and paid-up shares. Under the plan, a holding company named Thai Re Group Holdings Public Company Limited, or THREH, will be established to make a tender offer for all ordinary shares of THRE in exchange for shares of the holding company at a ratio of 1 to 1. This may result in the holding company holding more than 50% of the total voting rights in THRE, triggering a requirement to make a tender offer for all securities of BVG under the Chain Principle. The holding company has therefore already filed for an exemption from the obligation to make a tender offer for all BVG securities as of February 18, 2026. After the tender offer is completed, the holding company will apply to list its shares on the Stock Exchange of Thailand in place of THRE's securities, which will be delisted on the same day. THRE will then transfer all 292,499,980 BVG shares, or 65%, to the holding company, in two tranches: a first tranche of 157,500,000 shares, or 35%, expected to be completed within one month from the date the holding company is listed, and a second tranche of 134,999,980 shares, or 30%, expected to be completed within five years. Nawarat Wongthitirat, Chief Executive Officer of BVG, said BVG will continue to drive growth under its business plan through four core strategies: strengthening market leadership, expanding into regional markets, growing revenue from data assets with the adoption of AI technology, and upgrading health claims management through integrated digital solutions.
Thai Reinsurance Public Company LimitedTHRE is restructuring into a holding company via a 1:1 share exchange tender offer and will be delisted, a corporate/regulatory reorganization with no clear positive or negative business impact stated.
Thai Re Group Holdings is being established to make the tender offer for THRE and list on the SET in place of THRE, with an exemption filed from the BVG chain-principle tender offer.
BVG confirms THRE's holding-company restructuring and the related tender-offer exemption will not affect its business policy or management structure.
