Update on the Restructuring and Management Plan of Tidlor Holdings


Tidlor Holdings Public Company Limited (“Tidlor Holdings”) has been duly established and has been listed for trading on the Stock Exchange of Thailand under the ticker symbol “TIDLOR” since May 15, 2025. This listing replaces Ngern Tid Lor Public Company Limited, which was delisted on the same day following the successful completion of a tender offer with an acceptance rate of 99.4%, reflecting strong shareholder confidence.

The restructuring into a holding company structure enhances management flexibility, expands growth opportunities, and increases the company's capacity to distribute cash dividends, thereby mitigating the impact on share price and earnings per share (EPS Dilution)

Currently, Ngern Tid Lor Public Company Limited operates under the Tidlor Holdings structure, maintaining a focus on secured auto title loans under the “Ngern Tid Lor” brand, insurance brokerage services through branch channels under the “Prakan Tid Lor” brand, and further developing its InsurTech platforms, “Areegator” and “heygoody.com.”

The company is in the process of spinning off the InsurTech business from Ngern Tid Lor Public Company Limited to enhance strategic, management, and operational flexibility in its non-life insurance brokerage business through an InsurTech platform. Updates on the progress will be announced in due course.

The company is confident that this restructuring will strengthen its competitive capabilities and establish a solid foundation for sustainable long-term growth.


FAQ

The restructuring will help create "Operational efficiency" in the Group including;

  • 1. To allow TIDLOR to segregate businesses with different natures
  • 2. To manage and utilize resources and expertise in economies of scale manner in the best interests of the Group
  • 3. To strengthen the business opportunity with specialized management
  • 4. To increase flexibility in expanding business to ensure readiness to seize future opportunities.
  • 5. To enhance the efficiency of risk management in asset protection for each business by clearly segregating governance and risk management, enabling the limitation of risks and operational impacts from investments in other businesses under different subsidiaries of Tidlor Holdings
  • 6. To create opportunities to reduce the tax burden on shareholders due to the distribution of stock dividend

Furthermore, the company's restructuring also helps reflect the true potential of operations, allowing for a more distinct comparison with industry performance and increasing the potential to enhance value within the group of companies.

Tidlor Holdings has a policy to pay dividend to shareholders at not less than 20% of the company's consolidated net profit, after the deduction of taxes and provisions as required by law and company regulations.

This policy is consistent with the current dividend policy of Ngern Tid Lor Public Company Limited.

Tidlor Holdings acts solely as a shareholder in other subsidiaries and does not conduct its business operations. It functions as an investment and capital allocation unit within the group, overseeing the overall structure and policies to enhance flexibility and potential for future business expansion.

Ngern Tid Lor PCL (TIDLOR) will continue to focus on the lending business, vehicle title loan under the Ngern Tid Lor brand, and the insurance brokerage business through branch channels under the Shield Insurance brand. There will be no significant changes in the core business, strategy, and operations.

New company (NewCo): After establishing and acquiring a non-life Insurtech insurance brokerage business from TIDLOR, NewCo aims to enhance flexibility in strategy formulation, management, and business-related non-life InsurTech insurance brokerage business (InsurTech Platform).

  • 1. The shares of Ngern Tid Lor Public Company Limited (“NTL”) will no longer be traded on the Stock Exchange of Thailand as the company has been delisted.
  • 2. Shareholders who did not exchange their shares will remain shareholders of NTL and continue to receive dividends based on the NTL’s performance.
  • 3. These shareholders will not benefit from Tidlor Holdings Public Company Limited (“Tidlor Holdings” or “the Company”)

For shareholders who have not swapped shares

Detail for shareholders who have not swapped shares