Bangkok--17 Apr--SEC
This announcement follows the news coverage on proposal of Grand Canal Land Plc. (GLAND) to its shareholders for approval to purchase all ordinary shares of BBTV Marketing Co., Ltd. (BBTVM) from BBTVM shareholders so as to acquire BBTVM’s six plots of land. GLAND will, after the share acquisition, direct BBTVM, then its subsidiary company, to purchase another plot of land from CKS Holding Co., Ltd (CKS). The locations of seven plots of land are close to one of GLAND’s real estate development projects, namely Grand Rama 9 Project. The GLAND Board of Directors opined that the transactions are appropriate and beneficial to the company while the investment cost is acceptable.
Owing to the fact that the transactions are material and the counterparty is Rattanarak Group, GLAND’s major shareholder, they are classified as related party transactions and acquisitions of assets required the approval of shareholders’ meeting. In this connection, GLAND will propose such transactions for shareholders’ approval at the 2013 annual shareholders meeting on April 25, 2013.
Independent financial advisor viewed that GLAND shareholders should not approve the above transactions on the ground of inappropriate price. The average price of the seven plots of land is 1,336.81 million baht, 164-236 million baht higher than the prices appraised by Knight Frank Chartered (Thailand) Co. Ltd., and Nexus Property Consultant Co. Ltd, at 1,172.75 and 1,100.72 million baht, respectively. In addition, based on GLAND disclosure via the Stock Exchange of Thailand (SET), its audit committee also agreed with the independent financial advisor that the price is inappropriate; thereby requesting shareholders to study and consider all related information including the financial advisor’s opinion.
The SEC recommends GLAND shareholders to study the information thoroughly, as well as exercise their rights and seek the company executive clarification at the annual shareholders meeting so as to have sufficient information for their decision making.
It is important to note that the transactions require the shareholders’ meeting approval with the vote of at least three quarters of the shareholders attending the meeting and entitled to vote, excluding those having a conflict of interest in the agenda.