The Stock Exchange of Thailand (SET) has ordered JKN Global Group (JKN) to clarify facts by next Tuesday regarding the company's shareholder restructuring and the share divestiture to a strategic partner, saying such information is not in line with its filings to the bourse.
In a statement issued on Thursday, the SET asked the owner of the Miss Universe Organization (MUO) to explain the reason for the restructuring of its holding in JKN Legacy from a direct to indirect shareholding shortly before the company submitted a request for rehabilitation through the Central Bankruptcy Court.
According to the bourse, JKN restructured its holding in JKN Legacy from a 100% direct subsidiary to a 100% indirect subsidiary through JKN Global Content on Oct 11, 2023, following its default on payment of 452 million baht worth of debentures on Sept 1.
On Oct 20, JKN's executive committee agreed to JKN Global Content's sale of 50% of its shares in JKN Legacy and entered into a complete share sale and purchase agreement on the same day.
On Nov 7, the board of directors resolved that JKN submit a petition for business rehabilitation and the court accepted the petition two days later.
On Jan 22, JKN informed the SET about news that appeared in various media outlets regarding its planned sale of the MUO business, saying the company expected a conclusion on this matter in the future.
The next day, JKN disclosed that its board meeting acknowledged the executive committee's decision to sell 50% of total shares in JKN Legacy for US$16 million (582 million baht), divided into three instalments in December 2023, May 2024 and September 2024.
The shares will be transferred when the final payment is made, according to the statement.
On Jan 29, the company clarified that JKN Global Content can transfer traded shares because the prohibitions under the business rehabilitation apply to JKN only.
In addition, approval of the sale of JKN Legacy is allowed under its authority and the disposal of investment in a subsidiary with a transaction size of less than 15% of its shareholding is not subject to the board's approval, according to the company statement.
JKN told the bourse it plans to use the proceeds from the sale of JKN Legacy shares to increase liquidity, as working capital for operations of the subsidiary, and to support the company's rehabilitation plan.
"The SET asked JKN to explain if the structure has not changed, whether the money received from the sale will be subject to prohibitions according to the business rehabilitation process," noted the SET statement.
"JKN disclosed information that does not correspond to its filing to the SET on Jan 22, as the company said it expected to have a conclusion [regarding the sale] in the future. The next day, it said JKN Global Content already signed the purchase agreement on Oct 20, 2023."
The SET also asked JKN to explain the progress on receiving payments for the sale as instalments, as well as details on the purpose of using the proceeds to support JKN's business rehabilitation plan.
The bourse wants to hear opinions from its board of directors about the use of the funds, how they will be beneficial to JKN, as well as measures to monitor the use of funds to ensure they are used in accordance with such objectives, the SET stated.
"JKN is required to clarify information via the SET's disclosure system by Feb 6, with opinions from the board due by Feb 15," noted the statement.