Bangkok--17 Oct--SEC
The SEC advised shareholders of Wyncoast Industrial Park Plc. (WIN) to exercise their voting rights at the company’s Extraordinary General Meeting (EGM) on October 22, 2013 regarding the proposed asset disposal opposed by independent financial advisor. Under the proposal, most of WIN’s assets will be sold to a property fund.
WIN earlier announced that it will propose to the EGM No. 1/2013 on October 22, 2013 for approval of selling 99.99 percent of its assets to Wyncoast Property Fund (the Fund) at the price of 806 million baht, subscribing the Fund’s investment units in the amount of 161.2 million baht, and leasing-back 28 percent of the rental area from the Fund.
The independent financial advisor viewed that the transactions are inappropriate on the ground that the 692 million baht of net selling asset price proposed to the Fund is well below approximately 800 million baht of fair price of the assets in case of self-management or selling to other persons. In addition, certain conditions may cause disadvantage to the company. Besides, the company has no manifest business plan after selling out its core assets, putting the company at risk of having operating loss in the near future. On the contrary, the WIN’s Board of Directors and Audit Committee opined that the transactions are appropriate and beneficial to the company.
In this regard, the SEC advised WIN 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 executives for insightful decision-making.
The above transactions are classified as high value acquisition and disposal 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.