2023-07-20 08:27:25
HoonSmart.com>>”Nusasiri” (NUSA) countered the opinion of the SEC. Excluding the purchase of two lots of Wind’s shares. Because the period is 1 year and 5 months apart. Purchased from individuals – juristic persons. Not in the category of taking over the business to enter the stock market indirectly (Backdoor) Confirmation that new shareholders do not act together (Concert Party) Do not have to make a tender offer even though there are kinship ties Each person is independent in making investment decisions. “Pradech Kitti-Itsaranon” leads the NUSA takeover team, holding a total of 53.47%.
Mr. Wissanu Thepcharoen, Chairman of Nusasiri Co., Ltd. (NUSA), clarified to the SEC that the purchase of two lots of Wind Energy Holding (WEH) shares was an acquisition of assets. which has a value of 100% or more, is classified as a type 4 transaction, a backdoor listing that the Board of Directors (Board) excluding the purchase of the first lot on 20 Jan. 2022 in the amount of 7.12% from minority shareholders. The total value is 3,545.78 million baht, representing 49.80% of the total assets of NUSA and the second lot on July 16, 2023, in the amount of 29,008,091 shares, at a price of 405 baht per share, total value of 11,748 million baht, representing 99.90% of available assets. Identity (NTA) of NUSA which is less than 100% according to rule 20(1) since the period of 1 year 5 months 27 days is not within the 6 month period, therefore it is not considered a takeover or takeover. Business merger for Backdoor Listing. Also, the seller of WEH shares No. 2 was a juristic person (Thana Power One Company (TONE)) from the first time as an individual.
The NUSA board has no intention of backdoor listing business operations. must adhere to relevant laws and regulations meanwhile In the past 5-6 years, bad economic conditions have had a great impact on the real estate business. Hotel and tourism business Especially the COVID 19 situation, it can be seen that businesses in Thailand and abroad suffer losses. Massive layoffs or terminations were required, but NUSA was able to maintain its business.
However, the Company needs to change its business strategy to seek other businesses that are stable and have consistently good operating results. The committee has set its sights on electricity-related energy businesses. therefore began investing in WEH stocks in 2022 at that time, the availability of sellers (WEH’s minority shareholders) and NUSA, including risk considerations. Therefore decided to buy shares from WEH in the total amount of 3,545.78 million baht and received dividend payment. For the year 2022, the turnover was 162.7 million baht. Later in 2023, NUSA considered that investing in WEH shares received good returns. Additional 120 MW of electricity contracts and WEH’s litigation are promising, so NUSA has decided to increase its investment. which is longer than 12 months, therefore, the Board would like to request fairness from the SEC in considering such transactions. which will have a significant impact To the shareholders of NUSA
In addition, the Board of Directors had initially considered that TONE shareholders who were allocated NUSA shares were not major shareholders of the Company. (Definition: Holds directly or indirectly more than 10%) and is not a director and executive of the Company in any way. There is only Mr. Phairot Sirirat, who is the Company’s director. and is a shareholder
TONE who has been allocated shares this time holds 2.90% of shares, therefore is not considered a connected transaction and following selling shares to NUSA, TONE will close the business and transfer all NUSA shares to shareholding proportionate to their shareholding. with a total of 47 cases, of which the first 10 are TONE, holding 12.50% of shares, most of which fall into the group of Pradej Kitti-Itsaranon, holding 53.47%.
However, NUSA has appointed the company. Discover Management is also an independent financial advisor (IFA) for due diligence of such person’s relationship when the result is known The Company will comply with the relevant criteria in entering into the transaction. and proposed to the shareholders’ meeting for approval.
“Please ask NUSA to clarify whether the seller of WEH shares this time has any relationship between them, including in the past and present. The person has shown behavior Or the nature of Acting in concert with NUSA or other listed companies? The Board of Directors considered that Although some TONE shareholders who have been allocated shares are related by relatives. But the Company has confirmed from all such shareholders that they are not involved in the investment. Each person is free to make investment decisions. Therefore, they are not persons acting in concert (concert party) in any way which will result in the person receiving this allotment of shares to make a tender offer for all securities of the Company,” clarified Mr. Wissanu.
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