Bangkok--23 Apr--Francom Asia
On behalf of Thoresen Thai Agencies Plc ("TTA") and as the legal adviser of TTA, we confirm that a Department of Special Investigation ("DSI") probe into the Company's senior management team in connection with an investment by TTA in Unique Mining Services Public Company Limited ("UMS") has been referred to the Attorney General's office. The Company's senior management have submitted a letter with the Attorney General, requesting the provision of fair treatment in this matter, in which letter a number of issues have been raised including, the fact that the DSI accepted this case without prior action by the SEC, which is incongruent with practices in other cases of a similar nature; as well as the prosecution being initiated by the DSI without examination of certain important witnesses or sufficient investigation of a considerable body of evidence supplied to the DSI by TTA senior management proving their innocence, and establishing the true intention of minority shareholders who initially raised this matter. The Attorney General's office is now in the process of reviewing the DSI's documents in order to decide whether or not to proceed with the case as commented by the DSI. As a transparent public company, TTA will co-operate fully should the Attorney General's office require further information regarding these allegations. With regard to some of the specific points made in the press on 19 April and 20 April, we would like to state the following:
*The TTA Board's decision to invest in UMS was undertaken with due care and proper consideration and in the normal course of TTA's business.
*It is completely false that TTA's decision to purchase UMS was made without approval from the Board - TTA's investment decisions are made only after a great deal of due diligence has been completed, a process that is undertaken internally, and with high-level assistance from specialised and experienced outside advisers, both financial and legal. After a careful due diligence study of the UMS business, the information derived from the due diligence study was then passed to the Board for its approval. The investment made by Athene, a wholly-owned subsidiary of TTA, was entered into based on the advice of TTA's legal adviser, Baker & McKenzie Ltd., which confirmed that the investment by Athene is entirely lawful. Subsequently, LS Horizon Limited, which is an independent legal adviser, reaffirmed that the investment represents common practice for a transaction of this nature.
*The investment in UMS and in other companies including Mermaid is not contrary to or prohibited by SEC regulations.
*The subsequent fluctuation of the share price of UMS or of other companies, as well as any relevant losses or gains, is a normal function of publicly traded shares.
*It is also untrue that TTA's executives provided the Board with distorted information regarding UMS - all information provided was vetted internally and by external advisors and has since been turned over to the DSI as evidence to establish the innocence of senior management.
*TTA is not aware how the press obtained information on the DSI investigation. Some of the information now available in the media is apparently information that was earlier provided to DSI during the course of its investigation. This information should not have been disclosed to any third party, as the disclosure would jeopardize the position of those parties under investigation. Moreover, it appears that the information obtained by the press contains certain factual distortions.
*Neither the investment by TTA in Mermaid Maritime Public Company Limited, nor the accusation against and fines imposed upon certain previous shareholders of UMS for an offence relating to insider trading was made, are the basis of the actual charge that DSI has pressed against the Company's senior management. Presenting information that is irrelevant to the merits of the case only serves to unjustifiably damage the Company's senior management.
*References made to an insider trading incident at UMS by previous shareholders of UMS is completely unrelated to TTA's investment in UMS. In fact, the aforementioned incident in question occurred long before TTA entered into talks with UMS. Reference to this incident, both in the complaint filed with the DSI and in press reports, is clearly intended to distort the facts and to create further damage to the Company's senior management. TTA has taken all appropriate measures to fully cooperate with the DSI by providing an explanation against accusations this minority group of shareholders has made and by handing over all available evidence requested by the DSI during the course of its investigation. Such evidence serves to establish that the investment was undertaken with due care and proper consideration in the normal course of TTA's business, and involved open and honest communications with its shareholder base. We remain confident that based on evidence within TTA's possession, in due course, all accusations against its senior management team will be proven to be without merit.
For further information, please contact: Baker & McKenzie Ltd. Kitipong Urapeepatnapong Email:
[email protected] Tel: + 66 2636 2000 ext 3775, 3776