SET calls on investors to scrutinise NUSA information
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SET calls on investors to scrutinise NUSA information

The Stock Exchange of Thailand (SET) is urging investors to carefully study and monitor Nusasiri Plc's (NUSA) information since the additional investment in Wind Energy Holding Co (WEH) is considered a backdoor listing that must be pursued in accordance with related regulations.

The bourse's warning was made after the Securities and Exchange Commission (SEC) instructed the real estate developer to clarify its investment in WEH.

According to the SET, NUSA's board of directors approved the company's acquisition of WEH shares for nearly 11.75 billion baht. NUSA will issue new shares and offer them to Thana Power One Co to pay for the transaction.

On Monday, the SEC called on NUSA to clarify and adjust information about the transaction's size by including NUSA's acquisition of 7.12% of WEH's shares in 2022.

"Such a transaction is significant to the company's business operations and investments," the SET pointed out. "If including the purchase of WEH shares in 2022, the transaction size of which is 49%, the transaction's value will exceed 100%, which is considered a backdoor listing transaction."

NUSA is thus obligated to get approval for entering into a transaction by applying to the SET to consider the qualifications according to listing regulations (relisting) without delay.

"If the qualifications do not meet all specified criteria, the SET may consider delisting the company's securities," the bourse said.

In addition, NUSA has to seek approval from the shareholders' meeting for entering into a transaction without delay. If a shareholders' meeting is held before the result of the listing application from the SET is known, the company must clearly state in the notice of the shareholders' meeting that it is under consideration, it added.

NUSA said on Tuesday that it will accelerate coordination with the independent financial advisor to provide various information completely in all aspects to the shareholders before the meeting date as a matter of urgency.

"The company shared the same view with the SEC that any action should be for the benefit of the shareholders," chairman of the board Visanu Thepcharoen said in a filing to the SET.

NUSA increased the capital through private placement in a share swap deal with TONE to acquire no more than 29 million shares or 26.65% of WEH, a producer of renewable energy, with a total value of 11.75 billion baht.

In this case, NUSA suddenly changed its business structure from a real estate to an electricity business, while the shareholding structure has changed with TONE holding 49.98% of shares. In the case of holding 50% of shares, a tender offer is required.

"Pending NUSA's clarification, the SET recommends investors carefully study and monitor NUSA's information," the bourse said.

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