TTA's legal advisor defends good governance

In the statement released on Saturday, the law firm said that TTA has followed through necessary procedures for all actions, including the takeover of Unique Mining Services Plc (UMS).

DSI reportedly accused President ML Chandchutha Chandratat and CFO of falsifying document and other misconduct involving the UMS takeover. It has forwarded the charges to the Attorney General's Office.

In the statement, Baker & McKenzie pointed out that DSI accepted this case without prior action by the Securities and Exchange Commission and that it initiated the prosecution without examination of certain important witnesses or sufficient investigation of a considerable body of evidence supplied to the DSI by TTA senior management proving their innocence, and establishing the true intention of minority shareholders who initially raised this matter.

The rest of the statement is as follows;
• The TTA Board’s decision to invest in UMS was undertaken with due care
and proper consideration and in the normal course of TTA’s business.
• It is completely false that TTA’s decision to purchase UMS was made
without approval from the Board - TTA’s investment decisions are made
only after a great deal of due diligence has been completed, a process
that is undertaken internally, and with high-level assistance from
specialised and experienced outside advisers, both financial and legal.
After a careful due diligence study of the UMS business, the informationderived from the due diligence study was then passed to the Board for its
approval. The investment made by Athene, a wholly-owned subsidiary of
TTA, was entered into based on the advice of TTA’s legal adviser, Baker &McKenzie Ltd., which confirmed that the investment by Athene is entirely lawful.
Subsequently, LS Horizon Limited, which is an independent legal adviser, reaffirmed
that the investment represents common practice for a transaction of this nature.
• The investment in UMS and in other companies including Mermaid is not contrary to or
prohibited by SEC regulations.
• The subsequent fluctuation of the share price of UMS or of other companies, as well as
any relevant losses or gains, is a normal function of publicly traded shares.
• It is also untrue that TTA’s executives provided the Board with distorted information
regarding UMS – all information provided was vetted internally and by external
advisors and has since been turned over to the DSI as evidence to establish the
innocence of senior management.
• TTA is not aware how the press obtained information on the DSI investigation. Some
of the information now available in the media is apparently information that was
earlier provided to DSI during the course of its investigation. This information should
not have been disclosed to any third party, as the disclosure would jeopardize the
position of those parties under investigation. Moreover, it appears that the
information obtained by the press contains certain factual distortions.
• Neither the investment by TTA in Mermaid Maritime Public Company Limited, nor the
accusation against and fines imposed upon certain previous shareholders of UMS for
an offence relating to insider trading was made, are the basis of the actual charge that
DSI has pressed against the Company’s senior management. Presenting information
that is irrelevant to the merits of the case only serves to unjustifiably damage the
Company’s senior management.
• References made to an insider trading incident at UMS by previous shareholders of
UMS is completely unrelated to TTA’s investment in UMS. In fact, the aforementioned
incident in question occurred long before TTA entered into talks with UMS. Reference
to this incident, both in the complaint filed with the DSI and in press reports, is clearly
intended to distort the facts and to create further damage to the Company’s senior
management.
TTA has taken all appropriate measures to fully cooperate with the DSI by providing an
explanation against accusations this minority group of shareholders has made and by handing
over all available evidence requested by the DSI during the course of its investigation. Such
evidence serves to establish that the investment was undertaken with due care and proper
consideration in the normal course of TTA’s business, and involved open and honest
communications with its shareholder base.
We remain confident that based on evidence within TTA’s possession, in due course, all
accusations against its senior management team, would prove no merit.