Under the proposal, most of WIN’s assets would be sold to a property fund.
WIN announced earlier that it would propose to the EGM its plan to sell 99.99 per cent of its assets to Wyncoast Property Fund for Bt806 million, subscribing to the fund’s investment units in the amount of Bt161.2 million, and leasing back 28 per cent of the rental area from the fund.
However, the independent financial adviser took the view that the transactions were inappropriate, on the grounds that the Bt692 million of net-selling asset price as proposed to the Fund is well below the fair price of about Bt800 million in case of self-management or sale to other persons. The adviser added that certain conditions might be disadvantageous to the company.
Besides, the company has no manifest business plan after selling out its core assets, thus putting the company at risk of suffering operating losses in the near future, according to the financial adviser.
WIN’s board of directors and audit committee, on the contrary, opined that the transactions were appropriate and beneficial to the company.
The SEC said the company shareholders should study the information thoroughly and exercise their rights to protect their benefits. In addition, they were advised to seek further clarifications from the company’s executives before making a decision.
The proposed transactions are classified as a high-value acquisition, and a disposal of the assets requires approval of at least three-fourths of all shareholders in attendance who are eligible to exercise voting rights, excluding the interested shareholders.