Bangkok--24 Nov--SEC
The SEC advised shareholders of Asia Joint Panorama Plc. (AJP) to study information and exercise their voting rights at the Extraordinary General Meeting scheduled on November 26, 2014. The meeting was called for consideration on a proposal to purchase shares of U Best Point Media Co., Ltd. (U Best) and the right of managing airing time from Media Agency Thai Co., Ltd. (Media Agency).
AJP earlier announced a proposal to the shareholders’ meeting for approval to purchase 5,625,000 U Best shares, at 45 million baht and the right of managing airing time from Media Agency, at 740 million baht. The payment will partially be made by means of share swap where AJP will issue new shares at the price of 8 baht per share.
The Audit Committee viewed that despite the proposed transaction is considered commercially viable, the price of AJP shares to be issued for share swap at 8 baht per share is not appropriate. The said view coincided with the opinion expressed by the independent financial advisor (IFA) that the transactions are not reasonable as fair value of AJP share should range between 13.60 – 14.00 baht per share. Hence, the total value of AJP shares to be issued will exceed the value of assets proposed to purchase around 475.98 – 501.36 baht. Accordingly, AJP shareholders should not approve the transactions.
AJP board of directors, however, viewed that AJP share price set at 8 baht per share is suitable because it was determined when AJP entered the MOUs with U Best and Media Agency on June 16, 2014. According to IFA report, under the MOUs, AJP placed cash collateral with U Best and Media Agency on the condition that the collateral will be returned to AJP if shareholders rejected the proposed transactions.
The SEC thus advised AJP shareholders to study the information thoroughly and exercise their rights to protect their own benefits. In addition, they should seek further clarifications from the company’s directors and executives to obtain adequate information for their decision making since the directors and executives are obliged to provide information and opinion on appropriateness of the transactions, with due care and honesty in order to protect benefits of the company and shareholders as a whole.
The above transactions are classified as high value acquisition of assets required the shareholders’ meeting approval with the vote of at least three fourths of the shareholders attending the meeting and eligible to exercise voting rights; excluding the interested shareholders.