HoonSmart.com>> The SEC requires shareholders of World Corporation (WORLD) to consider the information and exercise their voting rights at the extraordinary general meeting of shareholders on May 7, 2024 in the event that WORLD is required to agree to enter into a transaction to sell common shares of World Corporation “World Industrial Estate” (WIE) to persons associated with NauticAWT Ltd. (NAUTIC), while the independent financial advisor believes that the price is inappropriate. The terms of the deal may be stringent, with WORLD losing control and the right to receive profits from WIE, deeming it unnecessary to enter into the deal. Therefore, shareholders should not approve the transaction.
The SEC requires shareholders of World Corporation (WORLD) to consider the information and exercise their voting rights at the extraordinary general meeting of shareholders on May 7, 2024 in the event that WORLD seeks approval to enter into a transaction to sell 48.99 percent of the common stock of World Corporation WIE (a 100 percent equity subsidiary of WORLD) of NAUTIC, a company listed on the Catalist Market of the Singapore Stock Exchange, NAUTIC is a person associated with WORLD due to its common shareholders
NAUTIC will pay off WIE's ordinary shares by issuing 52,692,140 new ordinary shares to NAUTIC, representing 79 percent of the total shares, at a price of S$0.2 per share. With a total value of S$10.54 million, or 274.32 million baht, to WORLD. The Board of Directors meeting on March 27, 2024 decided to propose to the Extraordinary General Meeting of Shareholders of WORLD to consider approving the entry into associated transactions. He follows
The Independent Financial Advisor (IFA) considers that entering into a transaction to sell ordinary shares in WIE to related persons is unreasonable because…
(1) The offering price of WIE's common shares of 274.32 million baht is lower than the fair value of WIE of 427.18 million baht.
(2) The offering price for NAUTIC's ordinary shares is S$0.20 per share. This is higher than the fair value of -S$0.17 per share. Given that NAUTIC has a book value and fair value below zero, it may be reason to suspect that NAUTIC lacks the ability to continue as a business in the long term. .
(3) There is no need to enter into a transaction with NAUTIC because WORLD has the status of a Thai listed company with access to sufficient financing. As for NAUTIC, it is a listed company on the Catalist* Singapore Stock Exchange. NAUTIC is currently a wholly or nearly fully asset-invested company. In the form of cash. If NAUTIC is unable to acquire WIE by June 30, 2024, it will be delisted from the Singapore Stock Exchange.
(4) The conditions for entering into transactions may not be strict. Due to entering into the transaction to purchase common shares of NAUTIC this time, WORLD has not examined the accounting, legal and tax status of NAUTIC, which may result in missing information or issues that may cause an adverse effect on WORLD.
(5) The loss of control and right to receive profits from WIE, directly and indirectly, decreased from 99.99 percent to 79.52 percent.
Therefore, IFA believes that entering into a transaction to sell ordinary shares in WIE and acquiring ordinary shares in NAUTIC as compensation for the sale of WIE shares may bring more benefits to shareholders of NAUTIC than to shareholders of WORLD. For this reason, the IFA has the opinion that the world's shareholders should not approve the relevant transactions this time
However, the Board of Directors and the Audit Committee agreed on this and the transaction resulted in expanded financing opportunities from the Singapore Stock Exchange. As one of the world's financial centres, NAUTIC, listed on the Singapore Stock Exchange, may help support and increase fundraising potential. And/or seeking financing from foreign investors to expand industrial park development work in WIE which requires high capital investments. To reduce the burden of raising funds from WORLD shareholders and increase investment opportunities in other businesses according to WORLD's future business expansion plans.
WORLD has published information through the Stock Exchange of Thailand. NOTICE OF THE RESOLUTION OF THE WORLD BOARD MEETING Dated April 30, 2024 Amending the Views of the WORLD Board of Directors and the Original Audit Committee, the two committees having agreed in accordance with the revised IFA report by unanimous approval of the two committees The IFA report of the Company's Board of Directors and the Audit Committee that did not agree with the IFA report agreed that such action The deal has more advantages than disadvantages.
The said transaction is a connected transaction. Therefore, it must be approved by the shareholders’ assembly with a vote of not less than three-quarters of the votes of the shareholders who attended the meeting and who have the right to vote. Without counting stakeholders
Therefore, the SEC requires shareholders to carefully study the information and exercise their rights to protect their own interests. In addition, WORLD executives are required to provide various information in order to have complete information to make a voting decision at the shareholders' meeting.
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