Bangkok--Oct 31--SET
Mr. Suthichai Chitvanich, Executive Vice President of the Stock Exchange of Thailand (SET) exposed that the SET received the notification from SINGHA PARATECH PUBLIC COMPANY LIMITED (SINGHA) that Westcoast International Company Limited (WESTCOAST) located in America and owned by Mr. Tim Kitchen had signed Memorandum of share purchasing (MOU), with Mr. Somchit Bosereewong 40 million SINGHA’s shares at 14.50 Baht per share (12.50% of total register capital).
SINGHA has informed that the said investment will increase high potential and penetrate SINGHA market base. Also, the group of shareholders who wish to sell the shares are not from the Family of Bosereewong, therefore, this family is still holding the same proportion. However, the group of the shareholders intended to sell their shares are from Mrs. Kobkaeow Danchaivichit, Mrs. Rotjana Mahavana and other shareholders.
This MOU was signed on 21st of October 2005, requiring the 10 million baht worth of down payment to be paid within 2 weeks. Related transactions must also be completed within 6 months after the agreement signing. After WESTCOAST has finished purchasing SINGHA’s shares, the management structure will not be changed.
Moreover, the major conditions in the MOU are as follows:
- If the buyer breaks to any agreement the seller will automatically take the total amount deposit and
- If the seller breaks to any agreements the buyers will have indemnify 2 times of total amount deposit. The person responsible for this agreement was Mr. Somchit Bosereewong.
The SET has also asked SINGHA for the additional information regarding the amount shares that each shareholders will sell and the process in collecting and delivering SINGHA’s shares to WESTCOAST and require SINGHA to submit more clarifications within 28 October 2005. (Details as on the SET’s information distribution system dated between 25-27 October 2005).
Mr.Suthichai has disclosed additionally that the said information is not clear and will make investors confused. From the list of management who submitted the changes in securities holding report (Form 59-2) of SINGHA which its managements has reported to SEC and disclosed through the SEC’s website (www.sec.or.th), Mr.Somchit Bosereewong has bought SINGHA shares continuously from July 2005 to September 2005 about 16 million shares at 7.96-8.35 Baht per share.
To enable investors to have correct and sufficient information and not to confuse regarding Mr. Somchit, director and CEO of SINGHA, will collect SINGHA’s shares to WESTCOAST with carefully trading SINGHA’s shares. Thus, the SET requires SINGHA to clarify information as follows:
1. The information regarding the WESTCOAST
1.1 WESTCOAST’s information i.e type of business, date of register company, name list of 10 major shareholders, board of committees and percentage of each share holding, the relationship between SINGHA and WESTCOAST (if any), financial performance and status for year 2004 and the latest period (i.e. Sales, Cost of good sold, Administration Expense, Net profit, Account Receivable, Inventory, Total Assets, Total Liabilities, Paid up capital, Retained earning and Total equity)
1.2 The market potential of WESTCOAST including the market share, Income structure, Distribution channels, Suppliers, Target customers, and the marketing expansion policy for SINGHA.
1.3 The reason that WESTCOAST is interesting to invest in SINGHA at 14.50 Baht per share and source of fund for the said information.
1.4 The biography of Mr. Tim Kitchen as the owner and the management of WESTCOAST who signing in the MOU agreement as the buyer SINGHA’s shares for example the roles and responsibilities in WESTCOAST and the work experience as well.
In addition, the SET requires SINGHA also has to submit the copy of relevant documents of WESTCOAST, Mr. Tim Kitchen and the signed MOU.
2. SINGHA’s shareholder who has intention to sell the shares.
Mr. Suthichai disclosed the inspection of shareholder information from the closing date of registration book on 24 August 2005 shown in SETSMART as follows:
1. Mrs. Kobkaeow Danchaivichit owned 8.43 million shares.
2. Mrs.Rotjana Mahavana owned 11.37 million shares.
The shares hold by both shareholders are not sufficient selling amount to the purchase order in the MOU.
3. The action of Mr. Somchit Bosereewong as the director and CEO of SINGHA.
According to the primary information, Mr.Somchit Bosereewong who is the seller, the share collector, and the person who has responsibility following by the MOU may have indemnify 2 times of total amount deposit in the case that he cannot deliver all SINGHA’s shares. Later, Mr. Somchit Bosereewong will let the broker collect the remaining shares from the SET.
3.1 Mr. Somchit Bosereewong might be the person who shall make a tender offer for all securities of the Company under the Notification of the Securities and Exchange Commission, Re: Rules, Conditions and Procedures of Tender Offer. This process might be called the increase of share’s price which is the anti-rule of Securities and Exchange Act.B.E.2535. Thus, The SET requires SINGHA to explain this point.
3.2 The information that Mr.Somchit Bosereewong will collect shares from the SET is different from its previous news on 25 October 2005 explained that the selling shares will be from the existing shareholders. Please clarify more details about this issue.
3.3 Mr. Somchit Bosereewong has the responsibility in case that none of delivering shares, he has to pay the fine identifying in the MOU. What is the benefit that Mr. Somchit Bosereewong will receive from this responsibility?
3.4 Please explain the process of gathering the SINGHA’s share to WESTCOAST, the process of transferring the shares, and the process of payment between each relevant participant.
3.5 The best practices for directors of listed companies are to conduct their duties honestly, comply with all laws, the objects and the articles of association of the company, and the resolutions of any shareholder meetings in good faith, and with care to preserve the interests of the company, and to ensure management's accountability to shareholders: preserve their rights and interests, clearly and fully disclose information.
SINGHA is asked to explain how the action of Mr. Somchit Bosereewong as the director and CEO of SINGHA, listed company, in the same time he acts as the collector and provider SINGHA’s share for WESTCOAST, comply with the said best practice for directors of listed companies.
The SET requires SINGHA to submit more clarifications within 1 November 2005 and will submit the said information to cooperate with the SEC later. End.