Friday, October 2, 2009

CLARIFICATION OF INCONSISTENT INFORMATION ORDERED

       The Stock Exchange of Thailand yesterday ordered Solution Corner (1998), or SLC, to provide more information regarding the takeover of its shares by an information-technology business group.
       The company initially informed the SET it had not been contacted by any group regarding the takeover but later said its major shareholders had agreed to sell all of their shares, amounting to a 65-per-cent stake, to Derake Vongchinsri on Wednesday. The two major shareholders are Nitat and Wantanee Maneesilasan, who are also managing director and deputy managing director, respectively.
       The SET therefore ordered SLC, which is listed with the Market for Alternative Investment, to provide additional details and strictly comply with disclosure guidelines. SLC's stock yesterday was posted with an "Alert" sign, warning investors the company was required to provide sufficient information.
       Later, SLC said the shares were sold to three investors instead of a single buyer, details of which were shown in the SET Market Analysis and Reporting Tool on Tuesday, Wednesday and yesterday.
       The information disclosed to the SET and investors was inconsistent, with significant details changed in a short period of time. As the information regarding the takeover is considered significant information and can have a significant effect on the share price and investors' decisions, a listed company and its management team have a duty and responsibility to disclose correct, complete and sufficient information to investors.
       In order for shareholders and investors to have more information regarding a takeover, the SET is requiring SLC to provide more details by next Thursday, as follows:
       First, why SLC informed the SET on Monday that it had not been contacted by any group regarding a takeover but then later informed the SET that Nitat and Wantanee had agreed to sell all of their shares, equal to 65 per cent of paid-up capital, to Derake.
       Second, why SLC informed the SET on Wednesday that Derake was the only buyer of SLC shares from the Maneesilasan Group but then yesterday said there were three buyers: Thanapan Vongchinsri, Thanaporn Piyavetvirat and Polasit Pumiwasana.
       The SET wants SLC to explain this in case SLC changed material information in a short time and to understand why SLC did not disclose all of the information to the SET at one time.
       Third, SLC informed the SET that Thanaporn was a dermatologist at Asoke Skin Hospital and Polasit Pumiwasana was self-employed as a golf-equipment trader. However, the SET has learned Polasit is actually a director and executive at Aqua, a subsidiary of Sunshine.
       The SET wants clear information about the occupations, professional experience and job positions of the aforementioned investors.
       Fourth, SLC informed the SET that all three buyers were independent and not connected persons. However, the SET has found that Derake and Thanapan, both surnamed Vongchinsri, may be related to Sunshine's major shareholder and executive, who is also a major shareholder in Aqua, where Polasit is a director and executive.
       The SET wants SLC to confirm that all three buyers are independent and not connected.
       Fifth, SLC informed the SET that after the disposition of shares, the major shareholders would continue with the company in the same positions. However, SLC later disclosed that these shareholders had agreed to continue in their management positions at SLC for not less than three months, for the sake of an orderly transfer of work to the new management.
       The SET wants SLC to explain why it disclosed incomplete and inconsistent information and clarify who the new management team will be or which group of shareholders the new management team will represent.
       SLC yesterday closed at Bt5.30, up 6 per cent from Wednesday.

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